UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 20222023
or
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number 1-10962
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| Topgolf Callaway Brands Corp. |
| (Exact name of registrant as specified in its charter) |
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| Delaware | | 95-3797580 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
2180 Rutherford Road, Carlsbad, CA 92008
(760) 931-1771
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered |
| Common Stock, $0.01 par value per share | MODG | The New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ý | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. □
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). □
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2022,2023, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $2,831,794,054$2,808,466,571 based on the closing sales price of the registrant’s common stock as reported on the New York Stock Exchange. Such amount was calculated by excluding all shares held by directors and executive officers and shares held in treasury, without conceding that any of the excluded parties are “affiliates” of the registrant for purposes of the federal securities laws.
As ofof February 20, 2023, the19, 2024, the number of shares outstanding of the registrant’s common stock, $.01 par value, was 185,300,620.183,598,015.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission (“SEC” or “Commission”) pursuant to Regulation 14A in connection with the registrant’s 20232024 Annual Meeting of Shareholders, which is scheduled to be held on June 6, 2023.May 30, 2024. Such Definitive Proxy Statement will be filed with the Commission not later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2022.2023.
Important Notice to Investors Regarding Forward-Looking Statements: This report contains “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. References to the “Company” include and refer to Topgolf Callaway Brands Corp. and its wholly-owned subsidiaries. Forward-looking statements can be identified by words such as: “may,” “should,” “will,” “could,” “would,” “anticipate,” “plan,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” and similar references to future periods. Forward-looking statements include, among others, statements that relate to future plans, events, liquidity, financial results, performance, prospects or growth and scale opportunities including, but not limited to, statements relating to future industry and market conditions, the impact of the COVID-19 pandemic on the Company’s business, results of operations and financial condition and the impact of any measures taken to mitigate the effect thereof, strength and demand of the Company’sour products and services, continued brand momentum, demand for golf and outdoor activities and apparel, continued investments in the business, increases in shareholder value, consumer trends and behavior, future industry and market conditions, the benefits of the merger with Topgolf International, Inc. (“Topgolf”), including the anticipated operations, venue/bay expansion plans, financial position, liquidity, performance, prospects or growth and scale opportunities of the Company, the strength of the Company’sour brands, product lines and e-commerce business, geographic diversity, market recovery, availability of capital under the Company’sour credit facilities, the capital markets or other sources, the Company’sour conservation and cost reduction efforts, future stock repurchases, cash flows and liquidity, compliance with debt covenants, estimated unrecognized stock compensation expense, projected capital expenditures and depreciation and amortization expense, future contractual obligations, the realization of deferred tax assets, including loss and credit carryforwards, future income tax expense,provision, the future impact of new accounting standards, the Topgolf mergerimpacts of inflation and the related financial impactchanges in foreign exchange rates, future prospects and growth of the futureour business, and prospects of the Company, including TravisMathew, LLC (“TravisMathew”), OGIO International, Inc. (“OGIO”), JW Stargazer Holding GmbH (“Jack Wolfskin”) and Topgolf. These statements are based upon current information and the Company’sour current beliefs, expectations and assumptions regarding the future of the Company’sour business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’sour control. As a result of these uncertainties and because the information on which these forward-looking statements is based may ultimately prove to be incorrect, actual results may differ materially from those anticipated. Important factors that could cause actual results to differ include, among others, the following:
•certain risks and uncertainties, including changes in capital markets or economic conditions, particularly the uncertainty related to inflation, and related decreases in consumer demand and spending and any severe or prolonged economic downturn;
•the impact of the COVID-19 pandemic and its related variants and other potential future outbreaks of infectious diseases or other health concerns, and measures taken to limit their impact, which could adversely affect the Company’s business, employees, suppliers, consumer demand and supply chain, and the global economy;
•costs, expenses or difficulties related to the merger with Topgolf, including the integration of the Topgolf business, or the failure to realize the expected benefits and synergies of the transaction in the expected timeframes or at all;
•the potential impact of the Topgolf merger on relationships with the Company’s and/or Topgolf’s employees, customers, suppliers and other business partners;
•consumer acceptance of and demand for the Company’sour products and services;
•future retailer purchasing activity, which can be significantly affected by adverse industry conditions and overall retail inventory levels;
•any unfavorable changes in U.S. trade or other policies, including restrictions on imports or an increase in import tariffs;
•the level of promotional activity in the marketplace;
•future consumer discretionary purchasing activity, which can be significantly adversely affected by unfavorable economic or market conditions;
•future changes in foreign currency exchange rates and the degree of effectiveness of the Company’sour hedging programs;
•theour ability of the Company to manage international business risks;
•the Company’sour ability to recognize operational synergies and scale opportunities across itsour supply chain and global business platform;
•adverse changes in the credit markets or continued compliance with the terms of the Company’sour credit facilities;
•the Company’sour ability to monetize itsour investments;
•costs, expenses or difficulties related to the Company’smerger with Topgolf, including the integration of the Topgolf business, or the failure to realize the expected benefits and synergies of the transaction in the expected timeframes or at all;
•our ability to successfully integrate, operate and expand the retail stores of itsthe TravisMathew, and Jack Wolfskin, businesses,and our Japan and Korea apparel businessbusinesses, and venue locations of the Topgolf business;and BigShots businesses;
•delays, difficulties or increased costs in the supply of components needed to manufacture the Company’sour products or in manufacturing the Company’sour products, including the Company’sour dependence on a limited number of suppliers for some of itsour products;
•adverse weather conditions and seasonality;
•any rule changes or other actions taken by the United States Golf Association or other golf associationassociations that could have an adverse impact upon demand or supply of the Company’sour products;
•theour ability of the Company to protect itsour intellectual property rights;
•a decrease in participation levels in golf;
•the effect of terrorist activity, armed conflict, the conflict between Russia and Ukraine or Israel and Hamas, natural disasters or pandemic diseases, including without limitation the COVID-19 pandemic and its related variants, on the economy generally, on the level of demand for the Company’sour products or on the Company’sour ability to manage itsour supply and delivery logistics in such an environment; and
•the general risks and uncertainties applicable to the Companyus and itsour business.
Investors should not place undue reliance on these forward-looking statements, which are based on current information and speak only as of the date hereof. The Company undertakesWe undertake no obligation to update any forward-looking statements to reflect new information or events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Investors should also be aware that while the Companywe from time to time does communicate with securities analysts, it is against the Company’sour policy to disclose to them any material non-public information or other confidential commercial information. Furthermore, the Company haswe have a policy against distributing or confirming financial forecasts or projections issued by analysts and any reports issued by such analysts are not the responsibility of the Company.our responsibility. Investors should not assume that the Company agreeswe agree with any report issued by any analyst or with any statements, projections, forecasts or opinions contained in any such report. For details concerning these and other risks and uncertainties, see Part I, Item IA, “Risk Factors” contained in this report, as well as the Company’sour quarterly reports on Form 10-Q and current reports on Form 8-K subsequently filed with the SEC from time to time.
Topgolf Callaway Brands Corp. Trademarks: The following marks and phrases, among others, are trademarks of the Company:our trademarks: AI Smoke, Alpha Convoy, Apex, Apex CB, Apex DCB, Apex Pro,TCB, Apex Tour, Apex UW, APW, ArcLite, Arm Lock, At Home Outdoors, B21, Backstryke, Batwing Technology, Big Bertha, Big Bertha B21, Big Bertha REVA, Big T, Bird of Prey, Black Series, Bounty Hunter, C Nanuk, C Grind, Callaway, Callaway Capital, Callaway Golf, Callaway Media Productions, Callaway Super Hybrid, Callaway X, Capital, Chev, Chev 18, Chevron Device, Chrome Soft, Chrome Soft X, Chrome Soft X LS, Chrome Tour, Chrome Tour X, Cirrus, Comfort Tech, CUATER, Cuater C logo, Cup 360, CXR, 360 Face Cup, Dawn Patrol, Demonstrably Superior And Pleasingly Different, DFX, DSPD, Divine, Double Wide, Down Fiber, Eagle, Engage, Epic, Epic Flash, Epic Max, Epic Max LS, Epic Speed, ERC, ERC Soft, Everyone’s Game, Exo, Cage, Fast Tech Mantle, Fibercloud, FitDisc, Flash Face Technology, FlexContact, FlexShield, Forceplate,Flash Face, FT Optiforce, FT Performance, FT Tour, Function65, Fusion, Fusion Zero, GBB, GBB Epic, Gems, Golf Fusion, Gravity Core, Great Big Bertha, Great Big Bertha Epic, Grom, Groove- In- Groove Technology, Heavenwood, Hersatility, Hex Aerodynamics, Hex Chrome, Hightail, HX, Hyper Dry, Hyper-Lite, Hyper Speed Face, I.D. Ball, Jack Wolfskin, Jailbird, Jailbreak, Jailbreak AI Speed Frame, Jailbreak AI Velocity Blades, JAWS Full Toe,MD5, Jaws Raw, Jewel Jam, Kings of Distance, Legacy, Life On Tour, Longer From Everywhere, Lowrider, Luxe, Mack Daddy, Mack Daddy CB, Magna, Majestic, MarXman, Mavrik, MD3 Milled, MD4 Tactical, MD5, MD 5 Jaws, Metal-X, Microguard, Microhinge Face Insert, Microhinge Star, Mission:Ambition, Nanuk, NipIt, Number One Putter in Golf, O OGIO, O Works, Odyssey, Odyssey Eleven, Odyssey Works, Offset Groove in Groove, OG, Ogio, OGIO AERO, OGIO ALPHA, Ogio Aero, OGIO ARORA, Ogio Convoy, OGIO CLUB, OGIO FORGE, OGIO FUSE, OGIO ME, OGIO PACE, OGIO RENEGADE, OGIO RISE, OGIO SAVAGE, OGIO SHADOW, OGIO XIX, OptiColor, Opti Flex, Opti Grip, Opti Shield, OptiFit, OptiTherm, Opti Vent, ORG 7, ORG 14, ORG 15, Paradym, Paradym AI Smoke, Paradym X, Paw Print, PRESTIGE 7, ProType, ⋅R⋅, RCH, Real Dome Technology,⋅R, Rainspann, Red Ball, REVA, R-Moto, Renegade, Rig 9800, Rossie, Rogue ST, RSX, S2H2, Sabertooth, Shankstar, Shoxx, Shredder, Silencer, SLED, Slicestopper,Slice Stopper, SoftFast, Solaire, Speed Cartridge, Speed Regime, Smoozip, Speed Step, Speed Tuned, Steelhead XR, Steelhead, Strata, Stroke Lab, Stormlock, Stronomic, Sub Zero, Superfast, Superhot, Supersoft, Supersoft MAX,SureOut, Swing Suite, Tee Time Adventures, TM, Tank, Tank Cruiser, Tech Series, Teron, Texapore, Texapore Ecosphere, TMCA, TopContender,Thermal Grip, Toe Up, TopChallenge, TopChip, TopContender, TopDrive, TopGolf, TopGolf Crush, Topgolf Entertainment Group, TopGolf Media, Topgolf Shield Logo, TopLife, Toptracer, Toptracer Range,TopPressure, TopScore, TopScramble, TopShot, TopPressure, Toe Up,TopTracer, TopTracer Range, Toulon, Toulon Garage, Tour Authentic, Tour Tested, Trade In! Trade Up!, TRAVISMATHEW, TravisMathew TM logo, TriHot 5K,Tri Hot, Trionomer Cover, Truvis, Truvis Pattern, Tyro, udesign, Uptown, Vent Support System, Versa, VFT, VTec,VTEC, W Grind, Warbird, Weather Series, Weather Spann, Wedgeducation, WGT, White Hot, White Hot OG, White Hot Tour, White Ice, WireSupport, Wolfskin Tech Lab, Woode, World’sWOODE, World's Friendliest, X-12, X-14, X-16, X-18, X-20, X-22, X-24, X-ACT,XACT, X Face VFT, X Hot, X Hot Pro, X² Hot, X Series, X Spann, X Tech, XR, XR 16, XSPANN, Xtra Traction Technology, Xtra Width Technology, XTT, 2-Ball.
Risk Factors Summary
The following is a summary of the principal risks that could adversely affect our business, operating results, cash flows and financial conditions.
Risks Related to the Company’sour Industry and Business
•A reduction in the number of rounds of golf played or in the number of golf participants could adversely affect the Company’s sales.
•Unfavorable economic conditions, including as a result of inflation or otherwise, could have a negative impact on consumer discretionary spending and therefore negatively impact the Company’sour results of operations, financial condition and cash flows.
•The CompanyA reduction in the number of rounds of golf played or in the number of golf participants could adversely affect our sales.
•We may have limited opportunities for future growth in sales of golf clubs and golf balls.
•The Company, including Topgolf, its franchisees and licensees,We may face increased labor costs or labor shortages, in particular with respect to our Topgolf venues business and our franchisees and licensees, that could slow growth and adversely affect itsour business, results of operations and financial condition.
•The COVID-19 pandemic has had, and may continue to have, a material and adverse effect on the Company’s business, financial condition, results of operations, supply and distribution chains and ability to manage its operations.
•A severe or prolonged economic downturn could adversely affect the Company’sour customers’ financial condition, their levels of business activity and their ability to pay trade obligations.
•The Company facesWe face intense competition in each of itsour markets and operating segments, and if it iswe are unable to compete effectively, it could have a material adverse effect on itsour business, results of operations, financial condition and growth prospects.
•The Company’sOur expanding apparel business, and operation of related retail locations, is subject to various risks and uncertainties, and the Company’sour growth and strategic plans may not be fully realized.
•Topgolf’sOur Topgolf growth strategy depends in part on itsour and itsour franchisees’ ability to open new venues in existing and new markets.
•There can be no guarantee that a sufficient number of suitable Topgolf venue sites will be available in desirable areas or on terms that are acceptable to us in order to achieve our growth plan, or that we will be successful in addressing the other risks inherent in our business that will allow us to open new Topgolf venues in a timely and cost-effective manner or at all. If the Company iswe are unable to open new Topgolf venues, or if venue openings are significantly delayed or face other obstacles, our revenues could be adversely affected and our business negatively impacted. New Topgolf venues, once opened, may not be profitable or may close, which would adversely affect our Topgolf business as well as our financial condition and results of operations and ability to execute our growth strategy.
•If we are unable to successfully manage the frequent introduction of new products in itsour golf equipment business that satisfy changing consumer preferences, it could significantly and adversely impact itsour financial performance and prospects for future growth.
•The Company’s soft goods and apparelOur active lifestyle and Topgolf venues businesses face risks associated with changed consumer tastes and preferences and fashion trends.
•Our golf equipment business and our active lifestyle business each have a concentrated customer base. The Company’s business dependsloss of one or more of our top customers could have a significant effect on strong brands and related reputations, and if the Company is not able to maintain and enhance the Company’s brands or preserve its strong reputation, including as a result of actions taken by franchisees and licensees, its sales may be adversely affected.our sales.
•The Company’s business is subjectChanges in equipment standards under applicable Rules of Golf, including new rules intended to both seasonal and non-seasonal fluctuations, whichreduce distances through limitations on golf ball specifications, could result in fluctuations in its operating results and stock price.
•The Company’s sales and business could be materially and adversely affected if professional athletes, celebrities and other endorsers do not endorse or use the Company’s products.
•Any significant changes in U.S. trade or other policies that restrict imports or increase import tariffs could have a material adverse effect on the Company’s results of operations.affect our business.
Risks Related to Operations, Manufacturing, and Technology
•The Company hasWe have significant international operations and isare therefore exposed to risks associated with doing business globally.
•We have significant international sales and purchases, and unfavorable changes in foreign currency exchange rates could have a significant negative impact on our results of operations.
•The costs and availability of finished products, product components, raw materials and ingredients could affect the Company’sour operating results.
•Any difficulties from strategic acquisitions that the Company pursueswe pursue or consummates,consummate, including its recentour merger with Topgolf, could adversely affect itsour business, financial condition and results of operations.
•If the Companywe inaccurately forecastsforecast demand for itsour products, itwe may manufacture either insufficient or excess quantities, which, in either case, could adversely affect itsour financial performance.
•The Company’sOur expanding international operations could be harmed if it failswe fail to successfully transition itsour business processes on a global scale.
•InstancesWe may not be able to obtain and maintain licenses and permits necessary to operate our Topgolf business and our venues in compliance with applicable laws, regulations and other requirements, which could adversely affect our business, results of food-borne illnessoperations and outbreaksfinancial condition.
•We depend on a limited number of diseasesuppliers for some of the components of our products, and the loss of any of these suppliers could negatively impact Topgolf’sharm our business.
•The CompanyA significant disruption in the operations of our golf club assembly and golf ball manufacturing and assembly facilities could have a material adverse effect on our sales, profitability and results of operations.
•A disruption in the service or a significant increase in the cost of our primary delivery and shipping services for our products and component parts or a significant disruption at shipping ports could have a material adverse effect on our business.
•Guest complaints, litigation on behalf of guests or employee associates (“Playmakers”) or other proceedings may be subject to product warranty claims that require the replacement or repair of products sold. Such warranty claims could adversely affect the Company’sour business, results of operations and relationships with its customers.financial condition.
•Failure to adequately enforce the Company’s intellectual property rights could adversely affect its reputation and sales.
•Cyber-attacks, unauthorized access to, or accidental disclosure of, consumer personally-identifiable information that the Company collects may result in significant expense and negatively impact the Company’s reputation and business.
Risks Related to Regulations
•Regulations relatedWe, as well as our Topgolf franchisees and licensees, are subject to “conflict minerals” require the Companymany federal, state, local and foreign laws, as well as other statutory and regulatory requirements, with which compliance is both costly and complex. Failure by us or our franchisees or licensees to incur additional expenses andcomply with, or changes in these laws or requirements, could limit the supply and increase the cost of certain metals used in manufacturing the Company’s products.have an adverse impact on our business.
•Changes in, or any failure to comply with, data privacy laws, regulations, and standards may adversely affect the Company’sour business.
Risks Related to Tax and Financial Matters
•Changes in tax law and unanticipated tax liabilities could adversely affect the Company’sour effective income tax rate, profitability and profitability.cash flows.
•The Company’sOur ability to utilize all or a portion of itsour U.S. deferred tax assets may be subject to limitations.
•The Company’sOur obligations and certain financial covenants contained under itsour existing credit facilities expose itus to risks that could materially and adversely affect itsour liquidity, business, operating results, financial condition and limit itsour flexibility in operating its business.our business, including the ability to make any dividend or other payments on our capital stock.
TOPGOLF CALLAWAY BRANDS CORP.
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| Item 16. | Form 10-K Summary | |
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PART I
Item 1. Business Overview
OVERVIEW
Topgolf Callaway Brands Corp. (formerly Callaway Golf Company), together with itsour wholly-owned subsidiaries (collectively, the “Company” or, “Topgolf Callaway Brands”, “we”, “our”, or “us”), is a leading modern golf and active lifestyle company that provides world-class golf entertainment experiences, designs and manufactures premium golf equipment, and sells golf and active lifestyle apparel and other accessories through itsour family of brand names which include Topgolf, Callaway Golf, Odyssey, TravisMathew, Jack Wolfskin, OGIO and Toptracer.
The Company wasWe were incorporated in California in 1982 under itsour previous name, “Callaway Golf Company,” with a primary focus on the design, manufacture and sale of high-quality golf clubs and golf balls.clubs. In 1992, the Companywe became a publicly-traded corporation on the New York Stock Exchange under the ticker symbol “ELY” and in 1999, the Companywe reincorporated in the State of Delaware. In 2000, we entered into the golf ball business with the release of our first golf ball product. In 2017, the Companywe expanded itsour business into active lifestyle apparel and accessories with itsour acquisitions of OGIO, a leading manufacturer of high-quality bags and accessories, and TravisMathew, a manufacturer of premium golf and active lifestyle apparel and accessories. In 2019, the Companywe acquired Jack Wolfskin, and in 2021, the Companywe completed a merger with Topgolf, a leading technology-enabled golf entertainment business comprised of state-of-the-art golf and entertainment venues, proprietary Toptracer ball-tracking technology, and an innovative media and content creation platform. These transactions have transformed the Company into a leading modern golf, lifestyleThe combination of products and entertainment company whose products, services andoffered by our family of brands are now sold across multiple channels to consumers both in the United States and internationally in over 120 countries.
On September 6, 2022, the Companywe changed itsour corporate name from Callaway“Callaway Golf CompanyCompany” to Topgolf“Topgolf Callaway Brands Corp.”, and, on September 7, 2022, we changed itsour New York Stock Exchange ticker symbol from “ELY” to “MODG.” The changes to the corporate name and ticker symbol did not have any impact on the Company’s legal entity structure, financial statements or previously reported financial information.
GROWTH AND OVERALL STRATEGY
The Company believes it isWe believe we are well-positioned for long-term growth given itsour diversified portfolio of product and unmatchedservice offerings and consumer scalereach and reachscalability within the growing active lifestyle and modern golf ecosystem, which has increased meaningfully in recent years due in large part to the growth of off-course golf, which is expected to continue to grow, driven in part by Topgolf’s continued new venue development. Building off strong industry fundamentals, Topgolf Callaway Brands’ecosystem. Our path to long-term growth is anchored on fivefour key initiatives which include the following: executing on Topgolf’s domesticinitiatives: innovation, expansion, synergy, and international expansion strategy and growthefficiency across our family of same-venue-sales; maintaining a leadership position in golf equipment technology and innovation; maintaining sustainable brand momentum and increasing direct-to-consumer presence in the active lifestyle segment; leveraging the Company’s global scale and integrated supply chain; and capitalizing on digital revenue opportunities and cross-segment cost synergies. By executing on itsbrands. We believe that execution of our long-term strategy to achieve each of these initiatives, the Company believes it canwill create long-term value for shareholders.
REPORTABLE SEGMENTS AND PRODUCTS
The Company manages itsWe manage global business operations through itsour operating and reportable business segments. As of December 31, 2022, the Company2023, we had three reportable operating business segments: Topgolf, Golf Equipment and Active Lifestyle.
During the second quarter of 2022, the Company changed the name of its “Apparel, Gear, and Other” operating segment to “Active Lifestyle”. The segment name change had no impact on the composition of the Company’s segments or on previously reported financial position, results of operations, cash flow or segment operating results.
TOPGOLF
Topgolf is a leading technology-enabled golf entertainment business with an innovative platform of products and services which are comprised of its state-of-the-art open-air golf and entertainment venues, its largest line of business, as well as itsa revolutionary proprietary Toptracer ball-tracking technology, and a digital media platform.
Venues
The Topgolf venues business, which is the largest line of the Topgolf business, is comprised of Company-owned and operatedCompany-operated Topgolf venues located within the United States and Company-operated and franchised venues located outside of the United States.
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| As of December 31, |
| Topgolf Venues by region: | 2023 | | 2022 | | 2021 |
| Domestic Owned and Operated | 88 | | 77 | | 67 |
Domestic Acquired(1) | 1 | | 0 | | 0 |
| International Owned and Operated | 4 | | 4 | | 3 |
| International Franchised | 5 | | 5 | | 3 |
| Total | 98 | | 86 | | 73 |
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(1) Represents the Company-operated venue acquired as a part of the BigShots acquisition. |
As of December 31, 2022, Topgolf2023, we had 7789 Company-operated venues in the United States, four Company-operated venues in the United Kingdom and five franchised venues in Australia, Mexico, the United Arab Emirates, Thailand and Germany. OverOur focus over the next several years is to improve the Company’s focus isearnings contribution from venues, and to maintain a strong pipeline of new venue openings both domestically and internationally, throughby increasing the number of Company-owned and operatedCompany-operated venues as well as venues operated through international franchise partners.
Venue Design and Development
Topgolf tailorsWe tailor the design of itsour venues to thrive in varying climates, conditions and market sizes. The location of each of Topgolf’s venuesvenue is carefully selected through a disciplined, data-drivenrigorous site selection process, led by an experienced real estate team and augmented by a nationwide broker network. A typical venue takes between 10 and 15 months to build, though build timesteam. Venue construction timelines may vary based on the size and complexity of the venue model, existing site conditions, the season and weather, as well as other factors. Topgolffactors, with a typical venue taking between 10 and 15 months to build from ground break until we are substantially complete. We primarily usesuse the services of design/build contractors for the construction of itsour venues, and we generally estimatesestimate the gross development cost to build a venue to be between $10$15 million and $55$60 million depending on the size, location and location of the facility. Topgolfvarious other factors. While we typically seeksseek to finance the construction of itsour venues through third-party developers or real estate financing partners. While Topgolfpartners, there are certain instances where we may still be required to fund a portion or all of venue development costs, its financing partners will purchasethe construction ourselves. When we acquire land directly or lease the land and fund a majority of venue development costs during and after construction. Once construction is completed, Topgolf leasesfinance the venue construction ourselves, we may enter into arrangements to sell the assets and underlying landlease them back from thea financing partner, or in cases where Topgolf does not choose to finance venue construction through one of its financing partners, Topgolf will fund 100% of venue development costs.partner.
Technology and game development for games used in Topgolf venue gameplay and on Topgolf digital media is supported by teams located in offices and studios in Dallas, Texas, San Francisco, California and Stockholm, Sweden. These teams are comprised of front-end and back-enda variety of engineers, including software, network, structural, radio frequency, electrical, mechanical, machine learning, visual recognition, system test, computer vision scientists and data analysis user experience and industrial design engineers,scientists and mobile app developers. Topgolf utilizesWe also utilize a number of proprietary, industry standard and third-party management information systems in itsour business and reliesrely on itsour own servers and third-party infrastructure to operate games and to maintain and provide analytical data.
Venue Management and Operations
Domestic venueVenue operations are supported by a multi-disciplined operations team which is responsible for a number of areas, including pre-opening activities (including employee recruitment, selection and training), culinary development, event sales support, marketing, technology services, supply chain support for food, beverages and equipment, marketing, and ongoing training and development for associates. Maintaining a high degreequality of qualityservice in the venues depends in part on Topgolf’sour ability to work with reliable suppliers to acquire food and beverage ingredients, venue hardware, golf equipment and/or other supplies that meet Topgolf’sour high standards from reliable suppliers. Topgolf usesstandards. We use a third-party verification company to ensure that all of our vendors meet specified United States guidelines and regulations. Forregulations, and for produce, Topgolf useswe use a third-party vendor that regulates a nationwide network of produce distributors nationwide. Topgolf hasdistributors. For gameplay, we utilize our own engineers to support the development of custom digital content and certain golf equipment for use at our venues. We also have supply agreements in place with manufacturers in Taiwan and China to produce thespecially designed radio-frequency identification (“RFID”)-enabled golf equipment which is specially designed for venue use during game play.play at a Topgolf also utilizes the Company’s engineers to support the development of golf equipment, including golf balls. Bayvenue, and bay equipment within the Topgolf venues is custom built, primarily by domestic manufacturers.
Sales
Revenues from Company-operated venues are primarily derived from gameplay, the sale of food and beverage, andgameplay, events, and advertising partnerships and sponsorships. TopgolfOur venues offer multiple forms of entertainment and are equipped with technology-enabled hitting bays, bars, dining areas, bars, and exclusive event spaces. The technology-enabled hitting bays incorporate proprietary ball-tracking technologies which “gamify” the sport of golf and offer guests of varying skill levels a variety of games that are aimed to appeal to a broad range of players. TopgolfOur venues also provide flexible spaces that are used for dining, watching sports, charity fundraisers, corporate events, golf instruction, game play and live music performances. Topgolf hostsperformances, in addition to hosting events similar to arenas and other types of entertainment venues which range in size from seven to over 1,000 attendees. These events provide food and beverage and game play throughout the venue for corporate and social groups, and typicallycan include meetings, team-building events, client entertainment, birthday parties, tournaments, fundraisers, concerts and more.
Competition
TopgolfOur venues compete for consumers’ leisure time and discretionary entertainment dollars against a broad range of other out-of-home entertainment options including other dining and entertainment venues, sports activity centers, traditional driving ranges and other establishments offering simulated golf or multi-sport experiences, arcades and entertainment centers, movie theaters, sporting events, bowling alleys, nightclubs, and bars and restaurants.
Advertising & Marketing
TopgolfOur marketing campaigns are aimed to increase consumer brand awareness and support our overall growth strategy. Our venues play a lead role in connectingconnect people in meaningful ways by introducing guests to theour brand, as well as its culture and technologies. Topgolf placestechnologies, and are advertised across various marketing channels, including content distributed through paid advertising networks, email and text message subscriber lists, on Topgolf’s and other social media and influencer pages and websites, by word-of-mouth, or through other media coverage. We place a large focus on itsour owned channels of communication to fuel a more personalized approach for attracting repeat visits through email and text messages to its largeour subscriber base. Venues are also advertised across various marketing channels, including content distributed through paid advertising networks, email and text message subscriber lists, on Topgolf and other online social media and influencer pages and websites, by word-of-mouth, or through other media coverage.
Seasonality
Topgolf sales generally fluctuate from quarter to quarter due to seasonal factors. Historically, our venues experience higher sales during the secondsecond- and third quarters, which arethird-quarter revenues associated with the spring and summer, seasons, while sales at the venues have historically been lower during the first and fourth quarters which are associatedhave historically had lower revenues, with the cold-weather months of fallfirst quarter being the lowest, due to cooler temperatures and winter. Seasonalityfewer corporate events. Given that seasonality is an expected to be a factor in Topgolf’sour results of operations, and as a result, factors affecting peakadverse weather may impact all seasons at our venues, such as adverse weather, could havewhich may result in a disproportionate effect on Topgolf’sour operating results.
Other Lines of Business
Topgolf licensesWe license Toptracer, itsour proprietary ball-tracking technology to independent driving ranges and golf courses and for use in golf broadcasts. Toptracer delivers a data-driven and “gamified” enhancement to the traditional driving range experience by delivering instant shot replays, gameplay for all skill levels and a data record of all shots. The Toptracer ball-tracking technology actively tracks all ball flight paths across an entire field of vision and itswhile our custom-built sensor provides real-time shot analytics, such as ball speed, apex, curve, carry and more, in real time. Components used in themore. Toptracer businesscomponents are sourced from a number of third-party suppliers located in Germany, Taiwan, the United Kingdom and the United States, either directly or indirectly through distributors. Topgolf has developedIn the United States we distribute Toptracer using our own warehousing and logistics. For our international Toptracer operations, we partner with a global distribution strategy for the Toptracer range business that utilizes a third-party logistics partner for warehousing and distribution, withand currently have warehouses currently located in the United States and the United Kingdom. To help build brand awareness, Topgolfwe primarily utilizesutilize public relations, influencer marketing, professional athletes, social media, conferences, event marketing and paid media to support lead generation and sales efforts. Toptracer competes against other companies with similar products and technologies to attract and retain qualified licensees. The ability to attract new franchisees and licenseesToptracer customers is based primarily on the strength and quality of the brand and reputation, the products and revenue opportunities Topgolf iswe are able to provide, as well as on the structure of the operating models and the terms of the respective agreements. The Company anticipates expanding the global reach
In addition to Toptracer, we license Swing Suite, which offers simulated game play on well-known golf courses in addition to other games including football, baseball and soccer, among others, to a variety of its Toptracer range technology product by leveraging the strong relationships the Toptracerindoor hospitality and Callaway sales teams have around the world.entertainment operators, including hotels, casinos and restaurants.
Topgolf’sOur Topgolf digital mediagaming platform is primarily comprised of digital games such as the mobile golf game World Golf Tour (“WGT”) and other digital content creation. WGT is an online multiplayer virtual golf game that utilizes proprietary GPS and 3D technology to enable players to gather online as a community and experience simulated gameplay on photorealistic recreations of more than 16 world-famous golf courses. Digital gaming and content produced by Topgolf competewe produce competes for consumers’ attention, leisure time and discretionary spending against the other at-home entertainment alternatives, particularly content focused on golf or other sports.alternatives.
GOLF EQUIPMENT
The Company designs, manufacturesWe design, manufacture and sellssell a full line of high-quality golf equipment, which is comprised of the golf clubs and golf balls product groups. The Company designs itsWe design our golf equipment products to be technologically advanced for amateur and professional golfers of all skill levels, and the golf equipment products are generally designed to conform to the Rules of Golf as published by the United States Golf Association (“USGA”) and the ruling authority known as The R&A.
Products
Golf clubs include woods (drivers, fairway woods and hybrids) and irons (irons, wedges and packaged sets) sold under the Callaway brand, and putters sold under the Odyssey brand, including Toulon Design by Odyssey.brand. This product group also includes Callaway and non-Callaway pre-owned golf clubs. Callaway’s golf clubs are generally made of steel, titanium alloys, carbon fiber and various thermoplastic and thermoset materials.
Golf balls are sold under the Callaway Golf and Strata brands and are generally either a 2-piece golf ball (consisting of a core and cover) or a multilayer golf ball (consisting of two or more components in addition to the cover). The Company’sOur golf ball products include covers that incorporate a traditional dimple pattern as well as covers that incorporate innovative designs, including the Company’sour proprietary HEX Aerodynamics (i.e., a lattice of tubes that form hexagons and pentagons), Hybrid Cover, Triple Track Technology and Truvis patterns. Callaway brand golf balls are generally made of various combinations of synthetic rubber, ionomer blends and urethane which are processed with other chemicals in order to optimize performance.
Product Design and Development
The Company innovatesWe innovate to maintain itsour market share leadership position in both golf clubs and golf balls by continuously investing in research and development and also leveraging artificial intelligence in itsour product design process in order to help create products that are designed to be technologically advanced and not limited to the duplication of traditional or conventional product designs. The Company createsWe create and modifiesmodify product designs by using computer-aided design software, finite element analysis software and structural optimization techniques which leverage artificial intelligence. Furthermore, the Company utilizeswe utilize a variety of testing equipment and computer software, including golf robots, launch monitors, a proprietary virtual test center, a proprietary performance analysis system, an indoor test range and other methods to develop and test itsour golf equipment products.
Manufacturing
The Company hasWe have a primary golf club assembly facility located in Monterrey, Mexico, a limited golf club assembly facility located in Carlsbad, California, and a facility in Austin, Texas where the Company refurbisheswe refurbish used clubs that it receiveswe receive from itsour Trade-In! Trade-Up! program. Additionally, the Company utilizeswe utilize golf club contract manufacturers in China and Vietnam, andVietnam. We also have custom golf clubs are also assembled atclub assembly facilities in Tokyo, Japan; Swindon, England; Melbourne, Australia, and other local markets based onto support regional demand. Currently, more than 50% of Company’sour golf club assembly is performed in regions outside of the United States. Overall, the golf club assembly process is fairly labor intensive, utilizes raw materials that are obtained from international and domestic suppliers, and requires extensive global supply chain coordination.
The Company hasWe have a golf ball manufacturing facility in Chicopee, Massachusetts, and also utilizesutilize golf ball contract manufacturers in China and Taiwan. In 2022,2023, approximately 75% of the Company’sour golf ball unitsballs were manufactured in regions outside of the United States. The golf ball manufacturing process utilizes raw materials that are obtained from international and domestic suppliers.
Sales
The Company sells itsWe sell our golf equipment products domestically and internationally, directly and through itsour wholly-owned subsidiaries, to wholesale customers, including golf course pro shops, off-course retailers, sporting goods retailers, online retailers, and third-party distributors, as well as certain products to mass merchants. The Companymerchants for certain products. We also sell directly sells to consumers through itsour websites and retail locations in Japan and Korea. The Company also sells its golf equipment productsKorea as well as to corporate customers who want their corporate logo imprinted on certain of our golf equipment products. In addition to the Company’ssale of our golf equipment products, andwe also offersoffer custom club fitting programs at itsour performance centers and at participating on-on- and off- off-course retail stores to help consumers find golf clubs that fit their personal specifications.
The CompanyWe also sellssell certified pre-owned golf clubs directly to the consumer through itsour website. The pre-owned golf clubs are generally acquired through the Company’sour Trade In! Trade Up! program, which gives golfers the opportunity to trade in their used Callaway brand golf clubs and certain competitor golf clubs at authorized retailers or through itsour website for credit toward the purchase of new golf equipment or pre-owned golf clubs.
Competition
For itsOur golf equipment products the Company generally competescompete on the basis of technology, quality, product performance, customer service and price. In order to gauge the effectiveness of the Company’s responseour performance relative to such factors, management receiveswe receive and evaluatesevaluate Company-generated market trendstrend reports for the United States and foreign markets, as well as periodic public and customized market research for United States and United Kingdom (“U.K.”) markets from Golf Datatech and The National Golf Foundation which include trends from certain on- and off-course retailers. Additionally, the Company utilizeswe utilize the Growth from Knowledge Group for data and analysis of the consumer goods market in Japan. We believe that we are a technological leader in every golf club and golf ball market in which we compete.
The Company’sOur major competitors for drivers, fairway woods and irons are TaylorMade, Ping, Acushnet (Titleist brand), Puma (Cobra brand), SRI Sports Limited (Cleveland and Srixon brands), Mizuno, Bridgestone, and Parsons Xtreme Golf (PXG). For putters, the Company’sour major competitors are Acushnet (Titleist & Scotty Cameron brands), Ping and TaylorMade. The Company believes that it is a technological leader in every golf club market in which it competes.
The Company’sOur major competitors for golf balls include Acushnet (Titleist and Pinnacle brands), SRI Sports Limited (Dunlop and Srixon brands), Bridgestone (Bridgestone and Precept brands), TaylorMade and others. These competitors compete for market share in the golf ball business, with Acushnet having a market share of over 50% of the golf ball business in the United States and a leading market share position in certain other regions outside of the United States. The Company believes that it is a technological leader in the golf ball market in which it competes.
Advertising & Marketing
The Company’sOur marketing campaigns for itsour golf equipment products are aimed to increase consumer product awareness and support the Company’sour overall growth strategy. Advertising for the Company’sour golf equipment products is mainlyprimarily in the form of televised commercials during golf telecasts, primarily on The Golf Channel, web-based digital and social media advertising, printed advertisements in national magazines, such as Golf Magazine and Golf Digest, as well as in-store advertising and other types of advertising and marketing to consumers who are part of the Topgolf community. The CompanyWe also establishesestablish relationships with professional athletes and personalities, including members of various professional golf tours as well as other athletes and media personalities, in order to promote the Company’sour golf equipment products.
Seasonality
In most of the regions where the Company conducts business, theThe game of golf is played primarily on a seasonal basis.basis in most of the regions where we conduct business. Weather conditions generally restrict golf from being played year-round, except in a few markets, with many of the Company’sour on-course customers closing for the cold weather months, making the Company’sour golf equipment business subject to seasonal fluctuations. In general, during the first quarter, the Company beginswe begin selling itsour golf club and golf ball products into the golf retail channel for the new golf season. This initial sell-in generally continues into the second quarter when sales are significantly affected by the amount of reorder business of the products sold during the first quarter. Third-quarter sales generally also depend on reorder business, but can also include smaller new product launches, and typically have lower sales than the second quarter since many retailers begin decreasing their inventory levels in anticipation of the end of the golf season. Fourth-quarter golf equipment sales are generally less than the other quarters due to it being the end of the golf season in many of the Company’sour key regions, but may also be affected from time to time by the early launch of product introductions related to the new golf season of the subsequent year. This seasonality, and therefore quarter-to-quarter fluctuations, can be affected by many factors, including the timing of new product introductions as well as weather conditions. In general, because of this seasonality, a majority of the Company’sour sales from itsour Golf Equipment business and most, if not all, of itsour profitability from this segment generally occurs during the first half of the year.
ACTIVE LIFESTYLE
The Company designs, developsWe design, develop and sellssell high quality soft good products under the Callaway, TravisMathew, OGIO and Jack Wolfskin brands. These brands deliver a range of premium performance and lifestyle products in the United States and select international markets. The Company isWe are focused on maintaining strong brand momentum by increasing its geographic footprint related to its TravisMathew, Jack Wolfskincategory and Callaway apparel in both in the United States and internationally. In addition to new retail locations, the Company ismarket share growth with key trade partners. We are also focused on enhancing itsour digital marketing, e-commerce and e-commerceretail store presence to increase direct-to-consumer sales and drive increased profitability over time.
Products
Callaway soft good products include golf apparel, footwear, and a full range of golf accessories such as golf bags, golf gloves, headwear and practice aids. Callaway branded golf apparel offerings include tops, bottoms and outerwear for men, women and children, and are made from high-quality fabrics designed for style, comfort and performance.
TravisMathew is a progressive active lifestyle brand that produces its own line of men’s, women’s, and youth apparel and accessories under the TravisMathew and Cuater by TravisMathew (“Cuater”) brands. TravisMathew offers high quality, premium golf and lifestyle apparel, hats, luggage and accessories designed to deliver superior performance. Cuater’s primary product is versatile, premium performance footwear but the brand also offers belts, hats, facemasks, sunglasses, socks and underwear. Although the TravisMathew brand is primarily known for its men’s apparel line, the Company successfully launched a limited women’s line in 2022.
OGIO is an active lifestyle brand that offers a variety of storage and active travel gear for sport and personal use. OGIO’s product offerings include backpacks, travel bags, duffle bags, golf bags and storage gear accessories, as well as a line of outerwear, headwear and other accessories. OGIO products focus on organization, protection, durability and sustainability, and offer innovative organization features, durable waterproof construction, ergonomic and aerodynamic designs, as well as a unique style and the ability for customization. Athletes from the worlds ofsports such as golf, skate, snow, surf and BMX put their trust in the protection, comfort, organization and style of OGIO products.
Jack Wolfskin is a global eco-performance apparel and active lifestyle brand which was founded on the tenantsprinciples of product sustainability, functionality and quality. Jack Wolfskin’s product offerings include a full line of functional outdoor apparel for men, women and children, including jackets, trousers, dresses, skirts and tops, in addition to footwear and outdoor equipment, including packs and bags, travel bags, tents, sleeping bags and accessories. Jack Wolfskin outdoor apparel includes softshellsoft shell jackets, fleece jackets, windbreakers, down jackets, functional jackets and rain jackets for men, women, and children, which are made of waterproof, windproof and breathable fabrics. Founded in Frankfurt, Germany, Jack Wolfskin is one of the largest outdoor retailers in Europe, and is now one of thea major supplierssupplier of outdoor products across the worldEurope and China with a versatile portfolio of smartly and sustainably engineered technologies, including itsour popular Texapore weather protection technology group of materials.
Product Design, Development and Manufacturing
The Company’sOur soft goods products are designed and developed internally and created through third-party manufacturing partners in Vietnam, China, Indonesia, Thailand, Bangladesh, the Philippines, and Peru, who source materials and create the products according to the Company’sour brands’ specifications.
Sales
The Company sells itsWe sell our soft goods products in the United States and internationally, directly and through itsour wholly-owned subsidiaries, to wholesale customers and directly to consumers through itsour retail locations and online through itsour websites.
The Company sells itsWe sell our Callaway soft goods products to golf retailers (including pro shops at golf courses and off-course retailers), sporting goods retailers, online retailers, and third-party distributors, as well as directly to consumers through the Callaway Golf website and various retail, outlet and store-in-store locations in Japan and Korea. In exchange for a royalty fee, the Companywe also licenses itslicense our trademarks and service marks to third parties for use on certain Callaway apparel and golf accessories.
In addition to the sales channels mentioned above, TravisMathew is also sold to luxury department stores and lifestyle specialty stores, and directly to consumers through the TravisMathew website and various TravisMathew retail locations in the United States, Japan, Europe, and the United Kingdom.Canada.
OGIO products are sold through the OGIO website in addition to the sales channels mentioned above. OGIOWe also licenses itslicense our line of OGIO motorsport products to a third party in exchange for a royalty fee, and licenses itslicense our other OGIO products to a third party for distribution in the corporate channel in the United States, Canada and Mexico.
The Company sellsWe sell Jack Wolfskin products directly and through itsour wholly-owned subsidiaries in Germany, China, the U.K., Switzerland, Poland and Japan to third-party distributors and retail stores, online retailers, department stores, mail order stores, as well as directly to consumers through itsour Company-owned retail locations and website. Jack Wolfskin retail stores are located primarily in Europe and in 2020, Jack Wolfskin opened its first North American online retail store, followed by the opening of its first United States showroom retail location in Park City, Utah in 2021.China.
Competition
The Company’sOur major competitors for itsour golf apparel and accessories are generally other golf companies and premium golf apparel companies, as well as specialty retailers. While the TravisMathew business faces competition from the premium golf apparel companies, it also competes in department stores with other men’s apparel companies, including Bonobos, johnnie-O, Nike, Peter Millar, Ted Baker London and Vince. With the addition of theThe Jack Wolfskin business there arecompetes with a number of well-established and well-financed companies with recognized brand names, with which the Company competes, including Patagonia, Columbia and The North Face. The Company seeksWe seek to differentiate itselfourselves through elevated design, premium materials and product innovation.
Advertising & Marketing
The Company marketsWe market and advertises itsadvertise our soft goods brands on various platforms, including television, traditional digital and print media, web-based and social media, as well as at experimental events and Topgolf venues and media. The CompanyWe also establishesestablish relationships with professional athletes and personalities, including members of various professional golf tours, as well as other athletes and personalities, in order to promote the Company’sour soft goods product lines.
Seasonality
Sales of the Callaway-branded golf apparel and accessories generally follow the same seasonality as golf equipment, and are therefore generally higher during the first half of the year. Sales of TravisMathew branded golf and lifestyle apparel and accessories are more evenly spread throughout the year as sales are more diversified due to an increase in direct-to-consumer sales resulting from the expansion of TravisMathew stores, which is expected to continue.stores. Sales of outdoor apparel, footwear and equipment related to the Jack Wolfskin business focuses primarily on outerwear and consequently experiences stronger sales for such products during cold-weather months and the corresponding prior sell-in periods, and therefore, are generally greater during the second half of the year.
DISTRIBUTION
The Company has itsWe have our primary distribution center in Fort Worth, Texas for the distribution of golf equipment products and soft goods products in North America, in addition toAmerica. We also have Company-operated distribution centers in Toronto, Canada; Swindon, England; Melbourne, Australia; Hamburg, Germany; and Shanghai, China, and third-party logistical operations in Tokyo, Japan and Seoul, Korea to support the distribution needs of markets they serve.
INTELLECTUAL PROPERTY
The Company is the owner ofWe own approximately 4,8005,300 U.S. and foreign trademark registrations and over 1,8001,900 U.S. and foreign patents relating to the Company’sour products, product designs, manufacturing processes and research and development concepts. Other patent and trademark applications are pending and await registration. In addition, the Company ownswe own various other protectable rights under copyright, trade dress and other statutory and common laws. The Company’sOur intellectual property rights are very important to the Company,us, and the Company seekswe seek to protect such rights through the registration of trademarks and utility and design patents, the maintenance of trade secrets and the creation of trade dress. When necessary and appropriate, the Company enforces itswe enforce our rights through litigation. Information regarding current litigation matters in connection with intellectual property is contained in Note 13. “Commitments & Contingencies” in the Notes to Consolidated Financial Statements in this Form 10-K.
The Company’sOur patents are generally in effect for up to 20 years from the date of the filing of the patent application. The Company’sOur trademarks are generally valid as long as they are in use and their registrations are properly maintained and have not been found to become generic.
HUMAN CAPITAL RESOURCES
Employee Profile
Topgolf Callaway Brands views itsWe view our employees as itsour most valuable asset and seeksseek to attract and maintain the highest quality talent by offering competitive benefits and wellness services, opportunities to grow professionally across diverse industries, and receive performance feedback, among other initiatives. As of December 31, 2022, the Company and its subsidiaries2023, we had approximately 32,000 full-time and part-time employees globallyworldwide in 2527 different countries. The Company employsWe also employ temporary manufacturing workers as needednecessary based on the labor demands thatacross the organization, which also may fluctuate with the Company’s seasonality.seasonality of our products.
The Company’sOur golf ball manufacturing employees in Chicopee, Massachusetts are unionized and are covered under a collective bargaining agreement, which renewed on October 16, 2022 for an additional three years.years on October 16, 2022. In addition, certain of the Company’s production employees in Australia and Mexico are also unionized. The Company considers itsWe consider our employee relations to be in good standing.
Culture and Values
Each of our businesses is driven by a desire to deliver exceptional products and experiences for our customers and guests, as well as a commitment to our late founder Ely Callaway’s belief that, “good ethics is good business.” We uphold our cultural values to establish our brand identity and unique work environment in an effort to enable employee engagement and retention. Every employee receives training on our Company’s culture and values during their onboarding process, training experience, and training experience.
during their phases of leadership development.Diversity, Equity and Inclusion (DE&I)
Topgolf Callaway Brands isWe are headquartered in Carlsbad, California and maintainsmaintain regional offices, distribution centers, venues, and retail stores in numerous locations around the world. The Company’sOur employees bring a wide range of cultures, experiences, talents, capabilities, and perspectives from around the world, and the Company iswe are committed to recruiting, developing and promoting a diverse and inclusive workforce while offering unique opportunities and career paths for itsour employees. The Company hasWe have an ongoing commitment to increase the number of women and diverse candidates throughout all levels of management while also hiring the most qualified individuals. The Company doesWe do not discriminate on the basis of actual or perceived race, creed, color, religion, national origin, citizenship status, age, disability, marital status, sexual orientation, gender, gender identity and similar classifications. In 2022,2023, in the United States, more than half of management levelmanagement-level new hires, promoted employees, and interns were of a diverse background, which encompasses employees who are non-white, female, or both. The Company also requires all of its employees to complete Diversity and Inclusion Training and Unconscious Bias Training. In October 2022, the Company waswe were selected as a DiversityFIRST Corporate Award recipient, which seeks to honor companies that demonstrate excellence in diversity best practices.
The Company strivesWe strive to attract more women and minorities to participate in the game of golf and isare dedicated to making golf more accessible to a diverse range of customers by creating products and experiences that are fun, social, entertaining, and inviting to a diverse range of customers and first-time golfers. Over the course of the last few years, the Company haswe have been awarded three different prestigious employer awards in recognition of itsour DE&I efforts, including the Diversity Jobs Top Employer 2021, Forbes 2020 Best Employers for Women, and National Down Syndrome Congress 2018 Employer of the Year.
Employee Well Being
The Company isWe are committed to the health and well-being of itsour employees and designs itsdesign our compensation and benefits programs to demonstrate this commitment. For example, in addition to offeringOur approach supports our employees’ total wellness by addressing physical, mental and financial well-being. We provide competitive compensation packages alongside a comprehensive array of benefits designed to nurture total well-being. This includes robust health and a full suite of standardwelfare benefits, including comprehensive health, life and disability insurance coverage, and a retirement plan with employer matching benefits,contributions.
At the Company offersheart of our commitment to well-being is a dedicated focus on mental health. We recognize its paramount importance and have integrated robust resources, such as an Employee Assistance Program (“EAP”), which empowers employees product discounts as well asand their families to manage their holistic health – mental, emotional, and physical. In addition, our employees have the abilityopportunity to participateengage in a variety of wellness programs, which includeranging from fitness facilities to exercise programs and diverse educational resources.
By prioritizing well-being, we not only invest in our employees' present, but we also cultivate a variety of educational resources which address various aspects of physical, mental, nutritional and financial health. The Company also offers benefit plan participants the opportunity to reduce employee health care costs through wellness incentives and provides an Employee Assistance program to all employees.resilient foundation for their flourishing future.
The Company providesWe provide a work environment where opportunities for training and development are providedavailable to employees. The core trainingtrainings provided include Code of Conduct, Anti-Corruption and Business Ethics, Safety, Cybersecurity Awareness, and Diversity & Inclusion training. In addition to the on-the-job skills training Topgolf Callaway Brands offersemployees receive on the job, we offer various leadership programs including Emerging Leadership Programs, including Corporate Operations andLeadership Development, Sales Training, Callaway Leadership Academy, Global Operations Leadership Training, Sales Management Training, and other various ad hoc leadership courses. The CompanyWe also offersoffer product training to itsour customers and requiresrequire a Supplier Code of Conduct training for itsour suppliers.
Community Giving
The Company also hasWe have three existing programs focusing on the community:community giving programs: the Callaway Golf Company Foundation (the “Foundation”), the Callaway Golf Company Employee Community Giving Program (the “Community Giving Program”), and the Topgolf Driving for Good Program. Through these programs, the Company and itsour employees are able to give back to the community through monetary and/or in-kind donations, andor by providing community services.service. Through the Foundation, the Company striveswe strive to create healthy communities where itsour stakeholders live and work, by focusing on supporting programs that improve lives and contribute to communities on a select basis.
In 2022,2023, the Company contributed $0.8Foundation announced that it would be making a $1.0 million contribution to the Foundation towards these programs. In April 2021, Callaway and the Foundation were chosen as the recipients of the 2021 Corporate Philanthropy Award by the San Diego-based North County Philanthropy Council. Through the Community GivingPro Kids Scholarship Program, Companywhich will be paid over five years beginning in March 2023. Additionally, during 2023 our employees and their family members volunteer with local non-profit organizations.provided over 700 hours of community service and made over $0.1 million in product donations through the Community Giving Program. Through the Topgolf Driving for Good Program, the Company contributeswe contribute funds and volunteer efforts to national partners such as Make a Wish, Bunkers in Baghdad, Folds of Honor and National Urban League. To date,Since the inception of the program, Topgolf has hosted more than 3,500 charitable events together with community partners, schools, and non-profit organizations. These projects are coordinated by a volunteer steering committee andorganizations, which focus on a variety of charitable endeavors, including improving the environment,environmental preservation, youth empowerment, helpingaid for the homeless and disadvantaged, animal care and military care. Additional information on both of these programs is available on the Company’sour website www.topgolfcallawaybrands.com.
Callaway gives itsIn addition to the aforementioned programs, we give our global subsidiaries the ability to lead their own community engagement initiatives. To facilitate this, the Company provides the sales teamsinitiatives by providing them with product donation accounts to manageand other forms of support for their contributions to charitiescharitable contribution and fundraiser events. Callawayfundraising efforts. We also encouragesencourage global offices and subsidiaries to engage in community partnerships at their discretion.
GOVERNMENT REGULATION
The Company isWe are subject to extensive federal, state, local and foreign laws and regulations, as well as other statutory and regulatory requirements, including those related to, among others, nutritional content labeling and disclosure requirements, food safety regulations, employment regulations, the Patient Protection and Affordable Care Act (the “PPACA”), the Americans with Disabilities Act (the “ADA”), and similar state laws, privacy and cybersecurity laws, environmental, health and human safety laws and regulations, laws and regulations related to franchising and licensing operations, the Foreign Corrupt Practices Act and other similar anti-bribery and anti-kickback laws, as well as federal, state and local licensing requirements and other regulations relating to alcoholic beverage control, amusement, health, sanitation, human safety, zoning and land use. New laws and regulations or new interpretations of existing laws and regulations may also impact the business.
Historically, the costs of regulation compliance have not had a material adverse effect on the Company’sour business. The Company believesWe believe that itsour operations are in substantial compliance with all applicable government laws. Due to the nature of the Company’sour operations and the frequently changing nature of compliance regulation, the Companywe cannot predict with certainty that future material capital or operating expenditures will not be required in order to comply with applicable government regulation.
For certain risks associated with regulation compliance, see “Risk Factors” contained in Item 1A.
ENVIRONMENTAL AND SOCIAL RESPONSIBILITY
By being active and visible in the community and by embracing the principles of environmental stewardship, the Company believes it iswe believe that we are acting in an environmentally and socially responsible manner. In 2019, the Company, at the direction of its Chief Executive Officer with oversight from the Board of Directors, formally launched theThrough our Global Sustainability Program. The goal of this program isProgram, we aim to bring increased awareness and structure to the Company’sour existing social and environmental sustainability initiatives, while also enhancing the sustainability efforts across itsour global businesses. In connection with launching theThe Global Sustainability Program the Company established anis managed by our Executive Sustainability Committee, comprising itswhich is comprised of our Chief Executive Officer, Chief Financial Officer, and all other executive officers.officers, and our General Counsel. A Sustainability Core Team meets and then reports progress of the Global Sustainability Program quarterly to the Executive Sustainability Committee. Members of the Sustainability Core Team, known as Sustainability Champions, are employees who have been selected from throughout the organization to drive large-scale global projects that build upon the Company’sour existing environmental and social sustainability efforts. Sustainability Champions also promote smaller-scale employee-driven initiatives at the local levels. These projects and initiatives are benchmarked against the sustainability frameworks published by the Global Reporting Initiative and the Sustainability Accounting Standards Board with respect to sustainability issues that are likely to affect the financial conditions or operating performances of companies in the consumer goods, apparel and entertainment sectors.
The Company’sOur entire Board of Directors overseeoversees the Global Sustainability Program and receives a comprehensive report regarding the program’s initiatives and progress on an annual basis. Additionally, management provides a quarterly update to the Board’s Nominating and Corporate Governance Committee on the Company’sour latest third-party performance scores on environmental, social and governance (“ESG”) topics to maintain a consistent pulse on the Company’sour ESG performance.
The Global Sustainability Program has played an integral role in assessing the Company’sour material ESG concerns and developing the Company’sour sustainability strategy and goals, and the inaugural Sustainability Report for the year ended December 31, 2021, which the Companyas well as in supporting our sustainability reporting. In 2023, we published an ESG data table on the Investor Relations section of our website, which reports our performance on certain ESG metrics for the Company’s website in 2022.years ended December 31, 2022 and 2021. The Global Sustainability Program has also introduced a variety of new initiatives, across the Company, including:including enhancing sustainability content on the Company’s website;our website and engaging employees globally to devise new sustainability action plans for the Company’sour various brands and workspaces.
Environmental Matters
The Company’sOur operations are subject to federal, state and local environmental laws and regulations that impose limitations on the discharge of pollutants into the environment and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of certain materials, substances and wastes and the remediation of environmental contaminants (collectively, “Environmental Laws”). During the ordinary course of itsour manufacturing processes, the Company useswe use paints, chemical solvents and other materials which generate waste and waste by-products that are subject to these Environmental Laws. In addition, in connection with the Company’sour Top-Flite asset acquisition in 2003, the Companywe assumed certain monitoring and remediation obligations at itsour manufacturing facility in Chicopee, Massachusetts. In February 2013, the Companywe sold this facility and leased back a reduced portion of the square footage that it believes is adequate for itsour ongoing golf ball manufacturing operations. As part of the terms of this sale, the Companywe assumed certain ongoing environmental remediation obligations.
The Company strivesWe strive to adhere to all applicable Environmental Laws and takestake action as necessary to comply with these laws. The Company maintainsWe maintain an environmental and safety program andwhich employs full-time environmental, health and safety professionals at its facilities located in Carlsbad, California, Chicopee, Massachusetts and Monterrey, Mexico.responsible for all of our facilities. The environmental and safety program includes obtaining environmental permits as required, capturing and appropriately disposing of any waste by-products, tracking hazardous waste generation and disposal, air emissions, safety situations, material safety data sheet management, storm water management and recycling, and auditing and reporting on itsour compliance. The Company conductsWe conduct third party social, safety and environmental responsibility audits to evaluate and improve itsour environmental performance through itsour global supply chain. The audits facilitate compliance with applicable Environmental Laws and good manufacturing practices within the global supply chain. Historically, the costs of environmental compliance have not had a material adverse effect on the Company’sour business. The Company believesWe believe that itsour operations including Topgolf, are in substantial compliance with all applicable Environmental Laws. Due to the nature of the Company’sour operations and the frequently changing nature of environmental compliance standards and technology, the Companywe cannot predict with certainty that future material capital or operating expenditures will not be required in order to comply with applicable Environmental Laws.
Social Matters
The Company maintainsWe maintain a Code of Conduct, Supplier Code of Conduct and Human Rights Policy, which establish the foundation of itsour Corporate Social Responsibility (“CSR”) Program that was established in 2007. In 2019, the Companywe updated itsour CSR audit policy and procedure, benchmarking against the United Nations Universal Declaration of Human Rights and International Labor Organization Guidelines. The Company takesWe take actions as necessary to ensure supplier compliance, and actively workswork with suppliers to improve performance through training, internal and third-party audits and corrective action plan validation. The Company employsWe employ a team to conduct and oversee corporate social responsibility audits globally and hashave not identified any material compliance issues with itsour suppliers to date. In addition to the CSR Program, the Company participateswe participate in environmental, social and product compliance working groups through the American Apparel and Footwear Association and isare a signatory to the Responsible Recruiting Commitment and Cambodia (Worker’s Rights) Brand Letter. Also,In addition, Jack Wolfskin’s engagementWolfskin is engaged in the Fair Wear Foundation, which promotes social responsibility and transparency in the supply chain.
INFORMATION ABOUT THE COMPANY’SOUR EXECUTIVE OFFICERS
Biographical information concerning the Company’sour executive officers is set forth below.
| | | | | | | | |
| Name | Age | Position(s) Held |
| Oliver G. Brewer III | 5960 | President and Chief Executive Officer, Director |
| Brian P. Lynch | 6162 | Executive Vice President, Chief Financial Officer |
| Glenn Hickey | 6162 | Executive Vice President and President, Callaway Golf |
| Mark F. Leposky | 5859 | Executive Vice President Global Operations |
Joe B. Flannery | 51 | Executive Vice President, Apparel and Soft GoodsChief Supply Chain Officer |
| Rebecca Fine | 6061 | Executive Vice President and Chief People Officer |
| Arthur F. Starrs | 4647 | Chief Executive Officer, Topgolf International |
Oliver G. Brewer III is a Director, and the President and Chief Executive Officer of the Company and has served in such capacity since March 2012. Prior to the Company’s merger with Topgolf, Mr. Brewer served as a Director of Topgolf sincefrom 2012 until our merger with Topgolf in 2021, and Mr. Brewer also served on the National Golf Foundation’s Board from 2014 to 2019. Before joining Topgolf Callaway Brands, Mr. Brewer served as the President and Chief Executive Officer of Adams Golf, Inc. beginning in January 2002. He was President and Chief Operating Officer of Adams Golf from August 2000 to January 2002 and Senior Vice President of Sales and Marketing of Adams Golf from September 1998 to August 2000. Mr. Brewer also served on the Board of Directors of Adams Golf from 2000 until his resignation effective February 2012. He currently serves on the Board of Directors of The First Tee of San Diego/Pro Kids as well as the Executive Committee of The Legacy charity. Mr. Brewer has an M.B.A. from Harvard University and a B.S. in Economics from the College of William and Mary.
Brian P. Lynch is the Executive Vice President, and Chief Financial Officer, and Chief Legal Officer of the Company and has served in such capacity, as well as the Company’s Senior Vice President, Chief Financial Officer and Chief Legal Officer, since July 2017. He served as the Company’s Senior Vice President, General Counsel and Corporate Secretary commencing in June 2012 before being appointed the additional role of Interim Chief Financial Officer in April 2017 and Chief Financial Officer in July 2017. Mr. Lynch is responsible for the Company’s finance, accounting, law, information technology, corporate audit, and compliance functions. Mr. Lynch serves on the Board of Directors of the Callaway Golf Foundation. Mr. Lynch also formerly served as the Company’s Chief Ethics Officer from 2012 to 2018. Mr. Lynch first joined Topgolf Callaway Brands in December 1999 as Senior Corporate Counsel and thereafter served in various other capacities, including Associate General Counsel and Corporate Secretary. Mr. Lynch received a J.D. from the University of Pittsburgh and a B.A. in Economics from Franklin and Marshall College.
Glenn Hickey is Executive Vice President, Topgolf Callaway Brands and has served in such capacity since January 2019. In addition, Mr. Hickey was named President, Callaway Golf in March 2023 and leads the Company’sglobal sales and marketing for Callaway golf equipment business globally.clubs and balls, branded apparel and performance gear. Mr. Hickey joined Topgolf Callaway Brands in 1991 and was a top-producing Inside Sales Representative for seven years prior to being promoted to Inside Sales - National Account Manager in March 1997, Regional Sales Manager - East United States in November 2002, Director of Special Markets in June 2006, Vice President, Special Markets and Mass Merchants in August 2008, and Senior Vice President, Americas Sales in July 2012.2012, and Executive Vice President, Callaway Golf in January 2019. Prior to joining Topgolf Callaway Brands, Mr. Hickey was a bond trader for four years in the Los Angeles and New York offices of First Interstate Bank through its transition to Wedbush Securities. He completed a Financial Analysis for Non-Financial Managers certification from the University of Chicago, Graduate School of Business. He currently serves as a board member for the San Diego Junior Golf Association. Mr. Hickey received a B.S. in Business Administration from San Diego State University.
Mark F. Leposky is Executive Vice President and Chief Supply Chain Officer, Topgolf Callaway Brands. Mr. Leposky previously served as Executive Vice President of Global Operations and has servedfrom January 2019 until his appointment to Chief Supply Chain Officer in this capacity sinceMarch 2023. Prior to January 2019. He2019, he served as Senior Vice President, Global Operations since April 2012. Mr. Leposky is responsible for all areas of the Company’sour global operationssupply chain inclusive of industrial design,product development, engineering, manufacturing, supply chain planning, program management, purchasing, and transportation and logistics, as well as category leadership of golf accessories and the Odyssey and OGIO brands.brand. Prior to joining Topgolf Callaway Brands, Mr. Leposky served from 2005-20112005 until 2011 as co-founder, President and Chief Executive Officer of Gathering Storm Holding Company, LLC/ TMAX Gear LLC (collectively, “TMAX”), which, as exclusive licensee, designed, developed, manufactured, and distributed accessory products for TaylorMade-Adidas Golf. Prior to that, Mr. Leposky served as the Chief Supply Chain Officer for Fisher Scientific International, Chief Operations Officer for TaylorMade-Adidas Golf, and in senior management roles with The Coca-Cola Company and the United Parcel Service Company. Mr. Leposky began his career serving as a United States Army and Army National Guard Infantry Officer (Rank Major). Mr. Leposky received an M.B.A. from the Keller Graduate School of Management and a B.S. in Industrial Technology from Southern Illinois University.
Joseph B. Flannery joined the Company in the first quarter of 2020 as its Executive Vice President, Apparel and Soft Goods. Mr. Flannery is responsible for the Company’s global apparel and soft goods business, including the TravisMathew and Jack Wolfskin brands. Prior to joining the Company, Mr. Flannery was Senior Vice President and General Manager of Newell Brands’ technical apparel division, consisting of Marmot, ExOfficio and Coleman apparel, where he worked since January 2016. Mr. Flannery’s experience also includes holding executive positions at The Meriwether Group from March 2008 to October 2012, in addition to serving as Vice President of Global Marketing at The North Face from March 2005 to March 2008, and as Global VP and GM of the Originals Division at Adidas Group AG from September 2000 to March 2005. Mr. Flannery received a B.S. in Business Administration from Miami University.
Rebecca Fine joined the Company as our Executive Vice President and Chief People Officer following the merger with Topgolf in March 2021, after having served as Chief People Officer for Topgolf from March 2019 to March 2021. Ms. Fine has more than 30 years of human resources and operations experience in the food and beverage industry, and is responsible for the Company’s global human resources, including human capital strategy and systems, talent acquisition and retention, learning and development, total rewards, and compliance. Prior to joining Topgolf, Ms. Fine worked as Chief Operating Officer of Millstone Capital Advisors DBA LC Restaurants from August 2016 to March 2019, as Chief Operating Officer of Honolulu Coffee Company from December 2012 to March 2019 and as Chief People Officer of Panera Bread from August 2004 to January 2012. Ms. Fine has been a member of the Board of Directors for Native Foods and Lion’s Choice since April 2018, and for the Texas Diversity Council and the National Women’s Council since August 2020. Also, Ms. Fine previously served as Chairwoman of Winning Women until March 2019. Ms. Fine attended Lindenwood University for Business and Human Resources Management and the University of Missouri, St. Louis for Industrial Psychology.
Arthur F. Starrs, IIIis the Chief Executive Officer of Topgolf and has served in such capacity since April 2021. Mr. Starrs is responsible for Topgolf’s global businesses, which include domestic and international Topgolf venues and other businesses including Toptracer, Swing Suite and Topgolf Media. Prior to Topgolf, Mr. Starrs was the Global CEO of Pizza Hut, a division of Yum! Brands from July 2019 until April 2021. He was President of Pizza Hut U.S. from April 2016 to July 2019, and General Manager of Pizza Hut U.S. from October 2015 to April 2016. Prior to that, he served as Chief Financial Officer of Pizza Hut U.S. from January 2014 to October 2015 and Vice President, Finance from August 2013 to December 2013. Mr. Starrs was previously Executive Vice President and Chief Financial Officer of Rave Cinemas from March 2005 to July 2013 and began his career as a Financial Analyst and Associate at Dresdner Kleinwort Wasserstein (originally Wasserstein Perella & Co.) from September 1998 to January 2005. He serves on the Board of Directors of Dine Brands Global and the First Tee of Greater Dallas and previously served on the Board of Directors for Grubhub, Inc. and currently serves on the board of The First Tee of Greater Dallas. Mr. Starrs received an A.B. in Economics from Princeton University.
Information with respect to the Company’sour employment agreements with itsthe Chief Executive Officer, Chief Financial Officer and other three most highly compensated executive officers will be contained in the Company’sour definitive Proxy Statement in connection with the 20232024 Annual Meeting of Shareholders. In addition, copies of the employment agreements for all the executive officers are included as exhibits to this report.
ACCESS TO THE SEC FILLINGS THROUGH COMPANY WEBSITE
Interested readers can access the Company’sour annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) through the Investor Relations section of the Company’sour website at www.topgolfcallawaybrands.com. These reports can be accessed free of charge from the Company’sour website as soon as reasonably practicable after the Companywe electronically filesfile such materials with, or furnishesfurnish them to the Commission. In addition, the Company’sour Corporate Governance Guidelines, Code of Conduct and the written charters of the committees of the Board of Directors are available in the Corporate Governance portion of the Investor Relations section of the Company’sour website and are available in print to any shareholder who requests a copy. We also use our investor relationsInvestor Relations website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors should monitor such website, in addition to following our press releases, SEC filings and public conference calls and webcasts. The information contained on the Company’sour website shall not be deemed to be incorporated into this report.
Item 1A. Risk Factors
Certain Factors Affecting Topgolf Callaway Brands
The Company’sOur business, operations and financial condition are subject to various risks and uncertainties. The Company urgesWe urge you to carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including those risks set forth under the heading entitled “Important Notice to Investors Regarding Forward-Looking Statements,” and in other documents that the Company fileswe file with the Commission, before making any investment decision with respect to the Company’sour securities. If any of the risks or uncertainties actually occur or develop, the Company’sour business, financial condition, results of operations and future growth prospects could be adversely affected. Under these circumstances, the trading prices of the Company’sour securities could decline, and you could lose all or part of your investment in the Company’sour securities.
Risks Related to the Company’s Industry and Business
A reduction in the number of rounds of golf played or in the number of golf participants could adversely affect the Company’s sales.
The Company is a technology-enabled modern golf company delivering leading golf equipment, apparel and entertainment, with a portfolio of global brands including Callaway Golf, Topgolf, Odyssey, OGIO, TravisMathew and Jack Wolfskin. The Company generates a substantial portion of its revenues from the sale of golf-related products, including golf clubs, golf balls and golf accessories.
In addition, the Company generates substantial revenues from the sale of golf-related soft goods, including apparel, gearRisks Related to our Industry and other accessories. The demand for golf-related products in general, and golf balls in particular, as well as the demand for golf-related soft goods, is directly related to the number of golf participants and the number of rounds of golf being played by these participants. If golf participation decreases or the number of rounds of golf played decreases, sales of the Company’s products may be adversely affected. In the future, the overall dollar volume of the market for golf-related products may not grow or may decline. Further, the Company generates substantial revenues from its Topgolf business. The demand for golf and overall popularity of the sport, including through increased off-course golf participation, is tangentially related to overall guest traffic and spending at each of the Topgolf venues, and therefore could adversely affect Topgolf sales.Business
In addition, the demand for golf products, golf entertainment and other soft goods and apparel is directly related to the popularity of magazines, cable channels and other media dedicated to golf, television coverage of golf tournaments and attendance at golf events. The Company depends on the exposure of its products through advertising and the media or at golf tournaments and events. Any significant reduction in television coverage of, or attendance at, golf tournaments and events (whether as a result of COVID-19-related restrictions or otherwise) or any significant reduction in the popularity of golf magazines or golf television channels, could reduce the visibility of the Company’s brand and could adversely affect the Company’s sales.
Unfavorable economic conditions, including as a result of inflation or otherwise, could have a negative impact on consumer discretionary spending and therefore negatively impact the Company’sour results of operations, financial condition and cash flows.
The Company’sOur golf-related products and servicesentertainment offerings are recreational in nature and are therefore discretionary purchases for consumers. In addition, theour Topgolf venues business is dependent upon consumer and corporate discretionary spending on leisure and entertainment-based offerings. Consumers are generally more willing to make discretionary purchases of golf products and to spend on leisure and out-of-home entertainment during favorable economic conditions and when consumers are feeling confident and prosperous. The Company’sOur soft goods and apparel products are similarly dependent on consumer discretionary spending and retail traffic patterns. In particular, the Company’sour outdoor apparel, gear and accessories brands are premium in nature and, therefore, the purchasing patterns of consumers can vary year to year. TheOur Topgolf venues business offers a leading technology-enabled golf entertainment option for consumers, with an innovative platform that comprises itsour state-of-the-art open-air golf and entertainment venues. The demand for these entertainment and recreational activities is highly sensitive to downturns in the economy and the corresponding impact on discretionary consumer spending. Any actual or perceived deterioration or weakness in general, regional or local economic conditions, unemployment levels, the job or housing markets, consumer debt levels or consumer confidence, as well as other adverse economic or market conditions due to inflation or otherwise may lead to customers having less discretionary income to spend on entertainment and recreational activities, and may result in significant fluctuations and spending patterns year to year. Discretionary spending is also affected by many other factors, including general business conditions, interest rates, the availability of consumer credit, taxes and consumer confidence in future economic conditions. Purchases of the Company’sour products and servicesentertainment offerings could decline during periods when disposable income is lower, or during periods of actual or perceived unfavorable economic conditions. A significant or prolonged decline in general economic conditions or uncertainties regarding future economic prospects that adversely affect consumer discretionary spending, whether in the United States or in the Company’sour international markets, could result in reduced sales of the Company’sour products and services and reduce demand and spending on the Company’sour entertainment offerings, including Topgolf, which in turn would have a negative impact on the Company’sour results of operations, financial condition and cash flows.
A reduction in the number of rounds of golf played or in the number of golf participants could adversely affect our sales.
We are a technology-enabled modern golf company delivering leading golf equipment, apparel and entertainment, with a portfolio of global brands including Callaway Golf, Topgolf, Odyssey, OGIO, TravisMathew and BigShots Golf. We generate a substantial portion of our revenues from the sale of golf-related products, including golf clubs, golf balls and golf accessories.
In addition, we generate substantial revenues from the sale of golf-related soft goods, including apparel, gear and other accessories. The Companydemand for golf-related products in general, and golf balls in particular, as well as the demand for golf-related soft goods, is directly related to the number of golf participants and the number of rounds of golf being played by these participants. Golf participation is impacted by, among other things, the demographics (including age of golfers), dedication levels, weather and economic conditions. If golf participation decreases or the number of rounds of golf played decreases, sales of our products may be adversely affected. In the future, the overall dollar volume of the market for golf-related products may not grow or may decline. Further, we generate substantial revenue from our Topgolf business. The demand for golf and overall popularity of the sport, including through increased off-course golf participation, is tangentially related to overall guest traffic and spending at each of the Topgolf venues, and therefore, if demand for golf or the overall popularity of the sport decreases, Topgolf sales could be adversely affected.
In addition, the demand for golf products, golf entertainment and other soft goods and apparel is directly related to the popularity of magazines, cable channels and other media dedicated to golf, television coverage of golf tournaments and attendance at golf events. We depend on the exposure of our products through advertising and the media or at golf tournaments and events. Any significant reduction in television coverage of, or attendance at, golf tournaments and events or any significant reduction in the popularity of golf magazines or golf television channels, could reduce the visibility of our brand and could adversely affect our sales.
We may have limited opportunities for future growth in sales of golf clubs and golf balls.
In order for the Companyus to significantly grow itsour sales of golf clubs or golf balls, the Companywe must either increase itsour share of the market for golf clubs or golf balls, develop markets in geographic regions historically underrepresented by the Company’sour products, or the overall market for golf clubs or golf balls must grow. The CompanyWe already hashave a significant share of worldwide sales of golf clubs and golf balls and the golf industry is very competitive. As such, gaining incremental market share quickly or at all is difficult. Therefore, opportunities for additional market share may be limited given the challenging competitive nature of the golf industry, and the overall dollar volume of worldwide sales of golf clubs or golf balls may not grow or may decline.
The Company, including Topgolf, its franchisees and licensees,We may face increased labor costs or labor shortages, in particular with respect to our Topgolf venues business and our franchisees and licensees, that could slow growth and adversely affect itsour business, results of operations and financial condition.
Labor is a significant component in the cost of operating theour business of the Company,generally, and a primary component in operating theour Topgolf venues business ofand in our relationships with our Topgolf and its franchisees and licensees. If the Company faceswe face labor shortages or increased labor costs because of increased competition for employees, higher employee turnover rates, the impact of the COVID-19 pandemic or other pandemics, increases in the federally-mandated or state-mandated minimum wage, changes in exempt and non-exempt status, or other employee benefits costs (including costs associated with health insurance coverage or workers’ compensation insurance), the Company’sour operating expenses could increase and itsour growth could be adversely affected.
In particular, Topgolf has a substantial number of employee associates (“Playmakers”)Playmakers who are paid wage rates at or based on the applicable federal or state minimum wage, and increases in the applicable minimum wage will increase labor costs. From time to time, legislative proposals are made to increase the minimum wage at the federal or state level. As federal, state or other applicable minimum wage rates increase, the Companywe may be required to increase not only the wage rates of minimum wage Playmakers or other employees, but also the wages paid to other hourly employees. It may not be possible to increase prices in order to pass future increased labor costs on to customers, in which case the Company’sour margins would be negatively affected. AtWith respect to our Topgolf business, reduced margins could make it more difficult to attract new franchisees and licensees and to retain existing franchisee and licensee relationships. If the Company iswe are able to increase prices to cover increased labor costs, the higher prices could result in lower participation and therefore lower revenues, which may also reduce margins, as well as the fees received from Topgolf’sour franchisees and licensees.
Furthermore, the successful operation of the Company’sour business depends upon itsour ability to attract, motivate and retain a sufficient number of qualified executives, managers and skilled employees. From time to time, there may be a shortage of skilled labor in certain of the communities in which the Company operates,we operate, including where itsour Topgolf venues are located. Shortages of skilled labor may make it increasingly difficult and expensive to attract, train and retain the services of a satisfactory number of qualified employees, which, with respect to Topgolf, could delay the planned openings of new Company-operated and franchised venues and adversely impact the operations and profitability of existing venues. Furthermore, competition for qualified employees, particularly in markets where such shortages exist, could require the Companyus to pay higher wages, which could result in higher labor costs. In particular, Topgolf experienceswe experience intense competition to attract and retain skilled game developers and content creators, and failure to do so may delay the implementation of Topgolf’sour business strategy and growth plans. Companies in the Company’sour industry have also historically experienced relatively high turnover rates, which may also result in higher labor costs. Accordingly, if the Company iswe are unable to recruit and retain sufficiently qualified individuals, itsour business, results of operations, financial condition and growth prospects could be materially and adversely affected.
Some, but not all, of the Company’sour employees are currently covered under collective bargaining agreements. In the future, additional employees, including Topgolf Playmakers, may elect to be represented by labor unions. If a significant number of additional employees were to become unionized and collective bargaining agreement terms were significantly different from current compensation arrangements, it could adversely affect the Company’sour business, financial condition or results of operations. In addition, a labor dispute involving some or all employees may harm the Company’sour reputation, disrupt operations and reduce revenue, and resolution of disputes may increase costs. Further, if Topgolfwe or itsour franchisees enter into a new market with unionized construction companies, or the construction companies in Topgolfour or itsour franchisees’ current markets become unionized, construction and build-out costs for new venues in such markets could materially increase.
In addition, immigration reform continues to attract significant attention in the public arena and the U.S. Congress. If new immigration legislation is enacted, such laws may contain provisions that could increase the Company’s, including Topgolf’sour and itsour U.S. franchisees’ and licensees’, costs in recruiting, training and retaining employees. Also, although the Company’sour hiring practices comply with the requirements of federal law in reviewing employees’ citizenship or authority to work in the United States, the Company doeswe do not monitor or control the hiring practices of Topgolf’sour Topgolf franchisees and licensees, and increased enforcement efforts with respect to existing immigration laws by governmental authorities may disrupt a portion of the Company’sour workforce or the operations at itsour venues, or the workforce or operations of licensees, thereby negatively impacting itsour business.
The COVID-19 pandemic has had, and may continue to have, a material and adverse effect on the Company’s business, financial condition and results of operations.
The outbreak of COVID-19 has created considerable instability and disruption in the U.S. and world economies. In March 2020, the World Health Organization declared COVID-19 a global pandemic, and domestic and international governmental authorities around the world have issued orders, mandates, decrees and directives (collectively, “COVID Orders”), including travel restrictions, “stay-at home” orders and “social distancing” measures and business shutdowns. These measures have adversely affected the Company’s workforce, customers, consumer sentiment, economies, and financial markets, and, along with decreased consumer spending, have led to an economic downturn in many of the Company’s markets.
With respect to the Topgolf business, certain of its venues were required to be closed for a period of time under the COVID Orders. Although currently all Topgolf venues have re-opened, there can be no assurance that additional closures or re-closures will not be mandated in the future. Additionally, as a result of COVID Orders, Topgolf was limited in its ability to host large group events in certain jurisdictions, which resulted in a reduction of revenue from such events per past practice. Topgolf also has faced, and may continue to face, difficulties in maintaining adequate staffing at venues due to illness, difficulty in recalling Playmakers that may be furloughed if venues are required to temporarily close again or a reduction in Playmakers willing to work in public gathering places. As a result, its business, operating results and financial condition have been, and will continue to be, materially and adversely affected. Future outbreaks of other diseases such as avian flu, sudden acute respiratory syndrome (also known as SARS), swine flu or influenza may similarly impact Topgolf.
In addition, the COVID-19 pandemic has caused significant disruption in the Company’s supply and distribution chains for its golf equipment, apparel and other products and services sold globally, and resulted in temporary closures of its corporate offices, manufacturing facilities and retail stores around the world. Further, the Company has been, and may continue to be, negatively impacted by the heightened governmental regulations and travel advisories, recommendations by the U.S. Department of State, the Centers for Disease Control and Prevention and similar foreign authorities, and travel bans and restrictions, each of which has significantly impacted, and may continue to significantly impact, travel of customers to its retail locations and to Topgolf’s domestic and international venues.
To the extent the COVID-19 pandemic adversely affects the Company’s business, financial condition and results of operations, it may also have the effect of heightening many of the other risks described in this Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Item 7 below, including, without limitation, risks relating to changes in demand for the Company’s products and services or the supply of the components and materials used to make its products, level of indebtedness, need to generate sufficient cash flows to service the Company’s indebtedness, ability to comply with the obligations and financial covenants contained in the Company’s existing credit facilities, availability of adequate capital, the ability to execute the Company’s strategic plans, U.S. trade, tax or other policies that restrict imports or increase import tariffs, ability to successfully operate its expanding retail stores and venues, and regulatory restrictions. In addition, if in the future there is a further outbreak of COVID-19 or a variation thereof, or an outbreak of another highly infectious or contagious disease or other health concern, the Company may be subject to similar risks as posed by COVID-19.
A severe or prolonged economic downturn could adversely affect the Company’sour customers’ financial condition, their levels of business activity and their ability to pay trade obligations.
The CompanyWe primarily sells itssell our golf and apparel products to retailers directly and through wholly-owned domestic and foreign subsidiaries, and to foreign distributors. The Company performsWe perform ongoing credit evaluations of itsour customers’ financial condition and generally requiresrequire no collateral from these customers. However, a severe or prolonged downturn in the general economy could adversely affect the retail market which in turn, would negatively impact the liquidity and cash flows of the Company’s customers, including the ability of such customers to obtain credit to finance purchases of the Company’sour products and to pay their trade obligations. A failure by the Company’sour customers to pay on a timely basis a significant portion of outstanding account receivable balances would adversely impact the Company’sour results of operations, financial condition and cash flows.
The Company facesWe face intense competition in each of itsour markets and operating segments, and if it iswe are unable to compete effectively, it could have a material adverse effect on itsour business, results of operations, financial condition and growth prospects.
Topgolf. The Topgolf business operates primarily in the consumer entertainment industry, which remains highly competitive. Consumers today have a wide variety of options when deciding how to spend their leisure time and discretionary entertainment dollars. Topgolf’s venues compete for consumers’ time and discretionary entertainment dollars against a broad range of other out-of-home entertainment options, as well as increasingly sophisticated forms of home-based entertainment. Other out-of-home entertainment options against which Topgolf competeswe compete include other dining and entertainment venues, sports activity centers, traditional driving ranges and other establishments offering simulated golf or multi-sport experiences (including Toptracer Range and Full Swing Suite licensees), arcades and entertainment centers, movie theaters, sporting events, bowling alleys, nightclubs, casinos, bars and restaurants. In many cases, these businesses, or the entities operating them, are larger than us and have significantly greater financial resources and name recognition, longer operating histories, and concepts with which consumers may be more familiar, and are better established in the markets where venues are located or are planned to be located. As a result, these competitors may be able to invest greater resources or implement more aggressive strategies to attract consumers, including with respect to pricing, and, accordingly, may succeed in attracting those who would otherwise come to Topgolf’s venues.venues, causing us to lose market share or sales, or forcing us to reduce our prices to meet the competition. Home-based entertainment options against which Topgolf’s venues compete include internet and video gaming, as well as movies, television and other on-demand content from streaming services. Further, in some cases consumer demand has shifted towards home-based entertainment options and away from out-of-home entertainment, including Topgolf’s products and services, including as a result of the impact of the COVID-19 pandemic, which may result in greater competition from home-based entertainment options in the future. The failure of Topgolf’sour Topgolf venues to compete favorably against these other out-of-home and home-based entertainment options could have a material adverse effect on Topgolf’sour business, results of operations and financial condition.
TopgolfWe also facesface intense competition across itsour other Topgolf business lines. In particular, the International and Toptracer business lines compete against other companies to attract and retain qualified franchisees and licensees. WGT and the content Topgolf produceswe produce through Topgolf Studios also competes for consumer attention and leisure time against the other home-based entertainment alternatives described above, particularly content focused on sports, including golf. From a commercial perspective, Topgolfwe also competescompete against other businesses seeking corporate sponsorships and other commercial partners, such as sports teams, entertainment events and television and digital media outlets, and competes against television and digital content providers seeking advertiser or sponsorship income. Topgolf’sOur Topgolf growth strategy and prospects will be materially impaired if it iswe are unable to compete successfully in these aspects of itsour business.
Golf Equipment. The golf equipment business, which is comprised of golf club and golf ball products, is highly competitive, and is served by a number of well-established and well-financed companies with recognized brand names. The golf ball business, in particular, includes one competitor with an estimated U.S. market share of over 50%.
With respect to golf club sales, new product introductions, price reductions, consignment sales, extended payment terms, “closeouts,” including closeouts of products that were recently commercially successful, and significant tour and advertising spending by competitors continue to generate intense market competition. Furthermore, downward pressure on pricing in the market for new golf clubs could have a significant adverse effect on the Company’sour pre-owned golf club business as the gap narrows between the cost of a new club and a pre-owned club. Successful marketing activities, discounted pricing, consignment sales, extended payment terms or new product introductions by competitors could negatively impact the Company’sour future sales.
With respect to golf ball sales, the Company’sour competitors continue to incur significant costs in the areas of advertising, tour and other promotional support. The Company believesWe believe that to be competitive, itwe also needsneed to continue to incur significant expenses in tour, advertising and promotional support. In addition, the Company haswe have invested, and may continue to invest in the future, significant capital into upgrades to itsour manufacturing and assembly facilities, including itsour golf ball manufacturing facility in Chicopee, Massachusetts, to remain on the forefront of technological and competitive innovation. Unless there is a change in competitive conditions, these competitive pressures and increased costs will continue to adversely affect the profitability of the Company’sour golf equipment business.
Active Lifestyle. The Company’sOur Active Lifestyle segment includes the TravisMathew golf and lifestyle apparel and accessories business, the Jack Wolfskin outdoor apparel, gear and accessories business, the Callaway soft goods business and the OGIO business, which consists of golf apparel and accessories (including golf bags and gloves), storage gear for sport and personal use, and royalties from licensing of the Company’sour trademarks and service marks for various soft goods products. The Company facesWe face significant competition in every region with respect to each of these product categories. In most cases, the Company iswe are not the market leader with respect to itsour apparel, gear and accessory markets.markets, and many of our competitors have significant competitive advantages, including longer operating histories, larger customer bases, greater brand recognition and greater financial resources. Our competitors may be willing to discount prices and accept lower profit margins to compete with us and, as a result, we may lose market share and sales, or be forced to reduce our prices to meet competition.
If the Company iswe are unable to grow or maintain itsour competitive position in any of itsour business areas, it could materially adversely affect the Company’sour business, financial condition and results of operations.
The Company’sOur expanding apparel business, and operation of related retail locations, is subject to various risks and uncertainties, and the Company’sour growth and strategic plans may not be fully realized.
The Company hasWe have been expanding itsour focus over the last several years to include soft goods and apparel, in addition to itsour core golf business, primarily through theour acquisitions of the OGIO, and TravisMathew in 2017 and Jack Wolfskin in 2019.brands. Jack Wolfskin is an international, premium outdoor apparel, footwear and equipment brand, and itour Jack Wolfskin business designs products targeted at the active outdoor and urban outdoor customer categories. The scale and global scope of Jack Wolfskin involves various risks and uncertainties described throughout this Annual Report on Form 10-K, including in this “Risk Factors” section, as well as the following:
•maintaining itsour market share in itsour key markets such as Germany, Austria, Switzerland and China in the face of increasing competition and new competitors;
•difficulties in developing the Jack Wolfskin brand in the North AmericanAmerica and other target markets;regions;
•significant competition from existing premium outdoor apparel companies in target markets;
•continually changing consumer preferences; and
•difficulties in managing or realizing sustainable profitability from Jack Wolfskin’s large network of global wholesale retail partners, consisting of hundreds of third party owned retail locations.
Additionally, as a result of the Company’sour TravisMathew, Jack Wolfskin, and golf apparel joint ventureretail businesses in Japan in July 2016 and the acquisitions of TravisMathew in August 2017 and Jack Wolfskin in January 2019, the CompanyKorea, we now maintainsmaintain over 190234 retail locations around the world. The Company’sOur retail operations are subject to various factors that pose risks and uncertainties and which could adversely impact the Company’sour financial condition and operating results. Such factors include, but are not limited to, macro-economic factors that could have an adverse effect on retail activity generally; the Company’sour ability to successfully manage retail operations and a disparate retail workforce across various jurisdictions; the Company’sour ability to successfully open and maintain new retail stores in new markets; governmental restrictions or public safety measures put in place as a result of the COVID-19 pandemic or other pandemics, resulting in such retail stores operating in a more limited capacity and with fewer in-person customers; to manage costs associated with retail store operations and fluctuations in the value of retail inventory; to manage relationships with existing retail partners; and to obtain and renew leases in quality retail locations at a reasonable cost and on reasonable and customary terms.
If the Company failswe fail to realize the expected benefits from itsour expansion into soft goods and apparel or isare unsuccessful in itsour operation of itsour retail locations, the Company’sour growth and strategic plans may not be fully realized, and itsour business, financial condition and results of operations could be adversely affected.
Topgolf’sOur Topgolf growth strategy depends in part on itsour and itsour franchisees’ ability to open new venues in existing and new markets.
A key element of Topgolf’sour Topgolf growth strategy is to open additional venues in locations that it believeswe believe will provide attractive unit economics and returns on investment. As of December 31, 2022, Topgolf had 77 venues operating in the United States with an additional eight venues under construction, four Company-operated venues in the United Kingdom and five franchised venues (Australia, Mexico, United Arab Emirates, Germany and Thailand). The Company plansWe plan to open additional new Topgolf venues across flexible venue formats in the years to come. In November 2023, we also purchased certain assets from affiliates of Invited, Inc. related to its BigShots Golf business. The acquisition included four BigShots-branded domestic venues, as well as certain other development rights for other potential venues, among other assets. In addition, Topgolf haswe have signed development agreements with various partners to open additional franchised Topgolf venues in countries across the world.
TopgolfOur and itsour franchisees’ ability to open new venues on a timely and cost-effective basis, or at all, is dependent on a number of factors, many of which are beyond Topgolf’sour control, including Topgolfour and itsour franchisees’ ability to:
•identify and successfully compete against other potential lessees or purchasers to secure quality locations;
•reach acceptable agreements regarding the lease or purchase of locations;
•secure acceptable financing arrangements;
•comply with applicable zoning, licensing, land use and environmental regulations;
•overcome litigation or other opposition efforts brought by special interest groups;
•raise or have available an adequate amount of money for construction and opening costs;
•respond to unforeseen construction, engineering, environmental or other problems;
•avoid or mitigate the impact of inclement weather, natural disasters and other calamities;
•respond to infectious diseases, health epidemics and pandemics (including the COVID-19 pandemic);
•timely hire, train and retain the skilled management and other Playmakers necessary to meet staffing needs;
•obtain, in a timely manner and for acceptable cost, required licenses, permits and regulatory approvals, including liquor licenses, and respond effectively to any changes in local, state or federal law and regulations that adversely affect costs or ability to open new venues; and
•efficiently manage the amount of time and money used to build and open each new venue.
In addition, Topgolf haswe have relied, and expectsexpect to continue to rely, primarily on the services of a single design/build contractor for the construction of Topgolf venues. For venues in certain locations, Topgolf’sour reliance on this contractor may result in additional costs or delay. Though Topgolf believes itwe believe we would be able to find one or more replacements if itwe were to lose itsour relationship with this contractor or if itstheir services otherwise became unavailable, there can be no guarantee that Topgolfwe would be able to do so without incurring additional costs and delay, or that the terms of arrangements with any such replacement would not be less favorable to Topgolf.us.
There can be no guarantee that a sufficient number of suitable Topgolf venue sites will be available in desirable areas or on terms that are acceptable to Topgolfus in order to achieve itsour growth plan, or that Topgolfwe will be successful in addressing the other risks inherent in itsour business that will allow itus to open new Topgolf venues in a timely and cost-effective manner or at all. If Topgolf iswe are unable to open new Topgolf venues, or if venue openings are significantly delayed or face other obstacles, the Company’sour revenues could be adversely affected and itsour business negatively impacted. New Topgolf venues, once opened, may not be profitable or may close, which would adversely affect theour Topgolf business as well the Company’s business,as our financial condition and results of operations and ability to execute itsour growth strategy.
Even if Topgolfwe and itsour franchisees succeed in opening new Topgolf venues on a timely and cost-effective basis, there can be no guarantee that the profitability of these venues will be in line with that of existing venues or the performance targets Topgolf haswe have set. New venues may even operate at a loss or close after a short operating period, which could have a significant adverse effect on our overall operating results. Historically, new venues often experience an initial start-up period with considerable sales volumes, which subsequently decrease to stabilized levels after their first year of operation, followed by increases in same venue sales in line with the rest of Topgolf’sour comparable venue base, although there can be no assurance that the same venue sales of any new venues opened in the future will increase in line with the rest of Topgolf’sour comparable venue base or that a new venue will succeed in the long term. TopgolfOur and itsour franchisees’ ability to operate new venues profitably may be affected by a number of factors, many of which are beyond itsour control, including:
•general economic conditions, which can affect venue traffic, local labor costs and prices for food products and other supplies to varying degrees in the markets in which venues are located;
•changes in consumer preferences and discretionary spending;
•difficulties obtaining or maintaining adequate relationships with distributors or suppliers in a given market;
•inefficiency in labor costs and operations as newly hired Playmakers gain experience;
•competition from other out-of-home entertainment options, including existing venues and the businesses of the Toptracer Range licensees, as well as a variety of home-based entertainment options;
•temporary or permanent site characteristics of new venues;
•changes in government regulation, including required licenses, permits and regulatory approvals, including liquor licenses;
•the impact of infectious diseases, health epidemics and pandemics (including the COVID-19 pandemic) on factors impacting Topgolf’sour business, including but not limited to changes in consumer preferences and discretionary spending, the ability and cost of suppliers to deliver required products and health and public safety regulations; and
•other unanticipated increases in costs, any of which may impair profitability at a specific venue or more broadly.
Furthermore, as part of Topgolf’sour longer-term growth strategy, itwe may open Topgolf venues in geographic markets in which Topgolf haswe have little or no operating experience. These and other markets that we enter may have different competitive conditions, consumer tastes and discretionary spending patterns than existing markets, which may cause new venues to be less successful or profitable than venues in existing markets. The challenges of opening venues in new markets include, among other things: difficulties in hiring experienced personnel, lack of familiarity with local real estate markets and demographics, lack of familiarity with local legal and regulatory requirements, different competitive and economic conditions, and consumer tastes and discretionary spending patterns that may be more difficult to predict or satisfy than in existing markets. In addition, Topgolf’sour marketing and advertising programs may not be successful in generating brand awareness in all local markets, and lack of market awareness of the Topgolf brand may pose additional risks. Venues opened in new markets may open at lower average weekly revenues than venues opened in existing markets, and may have higher venue-level operating expense ratios than venues in existing markets. Sales at venues opened in new markets may also take longer to reach expected revenue levels, if they are able to do so at all, thereby adversely affecting overall profitability. Any failure to recognize or respond effectively to these challenges may adversely affect the success of any new venues and impair Topgolf’sour ability to grow itsour Topgolf business.
If the Company iswe are unable to successfully manage the frequent introduction of new products in itsour golf equipment business that satisfy changing consumer preferences, it could significantly and adversely impact itsour financial performance and prospects for future growth.
The Company’sOur main golf equipment products, like those of itsour competitors, generally have life cycles of two-to-three years, with sales occurring at a much higher rate in the first year than in the second and third years. Factors driving these short product life cycles include the rapid introduction of competitive products and consumer demands for the latest technology. In this marketplace, a substantial portion of the Company’sour annual revenues is generated each year by products that are in their first year of their product life cycle.
These marketplace conditions raise a number of issues that the Companywe must successfully manage. For example, the Companywe must properly anticipate consumer preferences and design products that meet those preferences while also complying with significant restrictions imposed on golf equipment by the Rules of Golf (see further discussion of the Rules of Golf below) or itsour new products will not achieve sufficient market success to compensate for the usual decline in sales experienced by products already in the market. Second, the Company’sour research and development and supply chain groups face constant pressures to design, develop, source and supply new products that perform better than their predecessors, many of which incorporate new or otherwise untested technology, suppliers or inputs. Third, for new products to generate equivalent or greater revenues than their predecessors, they must either maintain the same or higher sales levels with the same or higher pricing, or exceed the performance of their predecessors in one or both of those areas. Fourth, the relatively short window of opportunity for launching and selling new products requires great precision in forecasting demand and assuring that supplies are ready and delivered during the critical selling periods. Finally, the rapid changeover in products creates a need to monitor and manage the closeout of older products both at retail and in the Company’sour own inventory. Should the Companywe not successfully manage the frequent introduction of new products that satisfy consumer demand, the Company’sour results of operations, financial condition and cash flows could be significantly adversely affected.
The Company’s soft goods and apparelOur active lifestyle and Topgolf venues businesses face risks associated with changed consumer tastes and preferences and fashion trends.
The Company’sOur expanding apparelactive lifestyle business and itsour Topgolf venues business are subject to pressures from changing consumer tastes and preferences on a global level and, as a result, the Company iswe are dependent on itsour ability to timely introduce products and services that anticipate and/or satisfy such preferences.
With respect to Topgolf, consumer and corporate discretionary spending on entertainment and leisure is affected by consumer tastes and preferences, which are subject to change, and there can be no guarantee that golf-oriented entertainment will continue to appeal to consumers. Any decline in guest traffic, and/or guest spending, or both, in Topgolf’sour Topgolf venues, whether resulting from unfavorable economic conditions or changes in consumer preferences, will reduce revenue in Topgolf’sour Topgolf venues business, impair the value of Topgolf’sthe Topgolf brand and impact Topgolf’sour ability to attract new franchisees, licensees and commercial partners and generate sponsorship revenue, all of which could have a material adverse effect on the Company’sour business, results of operations, financial condition and growth prospects.
With respect to the Company’s soft goods and apparelour active lifestyle business, changes in consumer preferences, consumer purchasing behavior, consumer interest in recreational or other outdoor activities, and fashion trends could have a significant effect on the Company’sour sales. The Company’sOur success depends on itsour ability to identify and originate product trends as well as to anticipate, gauge and react to changing consumer demands and buying patterns in a timely manner. However, significant lead times for many of the Company’sour products, including OGIO, TravisMathew and Jack Wolfskin-branded products, may make it more difficult for the Companyus to respond rapidly to new or changing product trends or consumer preferences. All of the Company’sour products are subject to changing consumer preferences that cannot be predicted with certainty. The Company’sOur new products may not receive consumer acceptance as consumer preferences could shift rapidly to different types of lifestyle products or away from these types of products altogether, and itsour future success depends in part on itsour ability to anticipate and respond to these changes. In addition, decisions about product designs often are made far in advance of consumer acceptance. If the Companywe or itsour customers fail to anticipate and respond to consumer preferences or fail to respond in a timely manner or if the Companywe or itsour customers are unable to effectively navigate a transforming retail marketplace, the Companywe could suffer reputational damage to itsour products and brands and it may experience lower sales, excess inventories and lower profit margins in current and future periods, any of which could materially adversely affect the Company’sour business, financial condition and results of operations.
The Company’sOur golf equipment business and itsour active lifestyle business each have a concentrated customer base. The loss of one or more of the Company’sour top customers could have a significant effect on the Company’sour sales.
On a consolidated basis, no single customer accounted for more than 10% of the Company’sour consolidated revenues in 2023, 2022, 2021, or 2020. The Company’s2021. Our top five customers accounted for approximately 12% of the Company’sour consolidated revenues in both 2023 and 2022, and 13% in 2021, and 20% in 2020.2021.
The Company’sOur top five customers specific to each operating segment represented the following as a percentage of each segment’s total net revenues:
•Golf Equipment top five customers accounted for approximately 26%25%, 24%26% and 25%24% of total consolidated Golf Equipment sales in 2023, 2022, 2021, and 2020,2021, respectively; and
•Active Lifestyle top five customers accounted for approximately 17%, 17% and 12%19% of total consolidated Active Lifestyle sales in 2023, and 17% in each of 2022 2021, and 2020, respectively.2021.
Consolidation of retailers or concentration of retail market share among a few retailers may increase and concentrate the Company’sour credit risk, putting pressure on itsour margins and itsour ability to sell products relating to itsour golf equipment and active lifestyle business segments.
The off‑course golf equipment and active lifestyle retail markets in some countries, including the United States, are dominated by a few large retailers. Certain of these retailers have in the past increased their market share and may continue to do so in the future by expanding through acquisitions and construction of additional stores. Industry consolidation has occurred in recent years, and additional consolidation is possible. These situations may result in a concentration of the Company’sour credit risk with respect to itsour sales to such retailers, and, if any of these retailers were to experience a shortage of liquidity or other financial difficulties, or file for bankruptcy, it would increase the risk that their outstanding payables to the Companyus may not be paid. This consolidation may also result in larger retailers gaining increased leverage, which may impact the Company’sour margins. In addition, increasing market share concentration among one or a few retailers in a particular country or region increases the risk that if any one of them substantially reduces their purchases of the Company’sour products, the Companywe may be unable to find a sufficient number of other retail outlets for the Company’sour products to sustain the same level of sales. Any reduction in sales by the Company’sour retailers could materially adversely affect the Company’sour business, financial condition and results of operations.
The Company’s business depends on strong brands and related reputations, and if the Company is not able to maintain and enhance the Company’s brands or preserve its strong reputation, including as a result of actions taken by franchisees and licensees, its sales may be adversely affected.
The Company’s brands have worldwide recognition, and the Company’s success depends in large part on its ability to maintain and enhance its brand image and reputation. Maintaining, promoting and enhancing the Company’s brands may require the Company to make substantial investments in areas such as product innovation, product quality, intellectual property protection, marketing and employee training, and these investments may not have the desired impact on the Company’s brand image and reputation. The Company’s business could be adversely impacted if the Company fails to achieve any of these objectives or if the reputation or image of any of the Company’s brands is tarnished or receives negative publicity. In particular, Topgolf’s ability to generate customer loyalty and attract and retain additional franchisees, licensees and commercial partners depends, to a large extent, on the strength of its brand and reputation. Any incident that erodes Topgolf’s public image or brand integrity, including as a result of actions by franchisees and licensees, could significantly impair the value of its brand and Topgolf’s ability to generate revenue.
In addition, adverse publicity about regulatory or legal action against the Company could damage its reputation and brand image, undermine consumer confidence in the Company and reduce long‑term demand for its products and services, even if the regulatory or legal action is unfounded or not material to its operations. Also, as the Company seeks to grow its presence in existing, and expand into new, geographic or product markets, consumers in these markets may not accept the Company’s brand image and may not be willing to pay a premium to purchase the Company’s products and services as compared to other brands. The Company anticipates that as it continues to grow its presence in existing markets and expand into new markets, further developing the Company’s brands may become increasingly difficult and expensive. If the Company is unable to maintain or further develop the image of the Company’s brands, it could materially adversely affect the Company’s business, financial condition and results of operations.
In addition, there has been a marked increase in the use of social media platforms and other forms of internet-based communications that provide individuals and businesses with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate, as is its potential impact to affected individuals and businesses. Many social media platforms immediately publish the content posted by their subscribers and participants, often without filters or checks on the accuracy of the content posted. Accordingly, the use of social media vehicles by the Company, including Topgolf and its customers, Playmakers, franchisees, licensees or other third parties, such as professional athletes, celebrities and other social influencers, could increase costs, lead to litigation or result in negative publicity that could damage the Company’s and Topgolf’s brand or reputation and have a material adverse effect on its business, financial condition and results of operations.
International political instability and terrorist activities may decrease demand for the Company’s products and services and disrupt its business.
Terrorist activities and armed conflicts, including the continuation of the conflict between Russia and the Ukraine, could have an adverse effect on the United States or worldwide economy and could cause decreased demand for the Company’s products and services as consumers’ attention and interests are diverted from golf and become focused on issues relating to these events. If such events disrupt domestic or international air, ground or sea shipments, or the operation of the Company’s manufacturing facilities, the Company’s ability to obtain the materials and components necessary to manufacture its products and to deliver customer orders would be harmed, which would have a significant adverse effect on the Company’s results of operations, financial condition and cash flows. Such events can also negatively impact tourism, which could adversely affect the Company’s sales to retailers at resorts and other vacation destinations. In addition, the occurrence of political instability and/or terrorist activities generally restricts travel to and from the affected areas, making it more difficult in general to manage the Company’s international operations. In particular, the conflict between Russia and Ukraine has and may continue to adversely impact macroeconomic conditions, give rise to regional instability and result in heightened economic sanctions from the U.S. and the international community in a manner that adversely affects our business.
The Company’s business could be harmed by the occurrence of natural disasters or other emergencies, including the COVID-19 pandemic or other pandemic diseases.
The occurrence of a natural disaster, such as an earthquake, tsunami, fire, flood or hurricane, or the further outbreak of a pandemic disease, such as COVID-19 or a variant thereof, could significantly adversely affect the Company’s business. A natural disaster or a pandemic disease could significantly adversely affect both the demand for the Company’s products as well as the supply of the components and materials used to make the Company’s products. Demand for golf products also could be negatively affected as consumers in the affected regions restrict their recreational activities and as tourism to those areas declines. If the Company’s suppliers experienced a significant disruption in their business as a result of a natural disaster or other emergency, including the COVID-19 pandemic or a further outbreak, the Company’s ability to obtain the necessary components to make its products could be significantly adversely affected. In addition, the occurrence of a natural disaster or the outbreak of a pandemic disease generally restricts travel to and from the affected areas, making it more difficult in general to manage the Company’s operations.
The Company’s business is subject to both seasonal and non-seasonal fluctuations, which could result in fluctuations in its operating results and stock price.
The Company’s business is subject to both seasonal and non-seasonal fluctuations. In the golf equipment business, the Company’s first-quarter sales generally represent the Company’s sell-in to the golf retail channel of its golf club products for the new golf season. The Company’s second and third-quarter sales generally represent reorder business for golf clubs. Sales of golf clubs during the second and third quarters are significantly affected not only by the sell-through of the Company’s products that were sold into the channel during the first quarter but also by the sell-through of products by the Company’s competitors. Retailers are sometimes reluctant to reorder the Company’s products in significant quantities when they already have excess inventory of products of the Company or its competitors. The Company’s sales of golf balls are generally associated with the number of rounds played in the areas where the Company’s products are sold. Therefore, golf ball sales tend to be greater in the second and third quarters, when the weather is good in most of the Company’s key regions and the number of rounds played increase. Golf ball sales are also stimulated by product introductions as the retail channel takes on initial supplies. Like those of golf clubs, reorders of golf balls depend on the rate of sell-through. The Company’s golf-related sales during the fourth quarter are generally significantly less than those of the other quarters because in many of the Company’s key regions fewer people are playing golf during that time of year due to cold weather. Furthermore, the Company generally announces its new golf product line in the fourth quarter to allow retailers to plan for the new golf season. Such early announcements of new products could cause golfers, and therefore the Company’s customers, to defer purchasing additional golf equipment until the Company’s new products are available. Such deferments could have a material adverse effect on sales of the Company’s current products or result in closeout sales at reduced prices.
The Company’s expanding apparel business is expected to experience stronger revenue during different times of the year than the Company’s golf-related business. A portion of the sales of the Company’s apparel products is dependent in part on the weather and likely to decline in years in which weather conditions do not stimulate demand for the Company’s apparel products. Periods of unseasonably warm weather in the fall or winter or unseasonably cold weather in the spring and summer could have a material adverse effect on the Company’s business, financial condition and results of operations. Unintended inventory accumulation by customers resulting from unseasonable weather in one season generally negatively affects orders in future seasons, which could have a material adverse effect on the Company’s business, financial condition and results of operations. In particular, the Company’s Jack Wolfskin business focuses primarily on outerwear and consequently experiences stronger sales for such products during the cold-weather months and the corresponding prior sell-in periods. A significant portion of the Jack Wolfskin business is highly dependent on cold-weather seasons and patterns to generate consumer demand for cold-weather apparel. Consumer demand for Jack Wolfskin-branded cold-weather products may be negatively affected to the extent global weather patterns trend warmer, reducing typical patterns of cold-weather events or increasing weather volatility, which could materially adversely affect the Company’s business, financial condition and results of operations.
The Company’s Topgolf business is similarly expected to experience stronger revenue at different times of the year as a result of both seasonal and non-seasonal fluctuations.Historically, Topgolf’s venues experience nominally higher second and third quarter revenue associated with the spring and summer. First and fourth quarters have historically had lower revenue at venues as compared to the other quarters due to cooler temperatures. Seasonality is likely to continue to be a factor in the quarterly results related to the Topgolf segment and, as a result, factors affecting peak seasons at Topgolf’s venues, such as adverse weather, could have a disproportionate effect on operating results. Topgolf’s operating results also fluctuate significantly quarter to quarter and year to year due to non-seasonal factors. For example, poor results of operations at one or a limited number of venues could significantly affect overall profitability. Additionally, the timing of new venue openings and the timing of Toptracer Range installations may result in significant fluctuations in quarterly performance. Due to the substantial up-front financial requirements to open new venues, the investment risk related to any single venue is much larger than that associated with many other entertainment venues. Topgolf typically incurs a majority of pre-opening costs for a new Company-operated venue within three months of the venue opening.
In addition, due to the seasonality of the Company’s business, the Company’s business can be significantly adversely affected by unusual or severe weather conditions and by severe weather conditions caused by climate change. Unfavorable weather conditions generally result in fewer golf rounds played, which generally results in reduced demand for all golf products, and in particular, golf balls. Furthermore, catastrophic storms can negatively affect golf rounds played both during the storms and afterward, as storm damaged golf courses are repaired and golfers focus on repairing the damage to their homes, businesses and communities. With respect to the Topgolf business, historically Topgolf venues have increased guest traffic and spending during spring and summer months, as compared to months experiencing adverse weather conditions. Consequently, sustained adverse weather conditions could materially affect the Company’s sales across its different business lines.
Changes in equipment standards under applicable Rules of Golf, including new rules intended to reduce distances through limitations on golf ball specifications, could adversely affect the Company’sour business.
The Company seeksWe seek to have itsour new golf club and golf ball products satisfy the standards published by the USGA and The R&A in the Rules of Golf because these standards are generally followed by golfers, both professional and amateur, within their respective jurisdictions. The USGA publishes rules that are generally followed in the United States, Canada and Mexico, and The R&A publishes rules that are generally followed in most other countries throughout the world. However, the Rules of Golf as published by The R&A and the USGA are virtually the same and are intended to be so pursuant to a Joint Statement of Principles issued in 2001.
In the future, existing USGA and/or R&A standards may be altered in ways that adversely affect the sales of the Company’sour current or future products. If a change in rules were adopted and caused one or more of the Company’sour current or future products to be nonconforming, the Company’sour sales of such products would be adversely affected. For example, in December 2023, the USGA and The R&A published the Distance Insights Project Report discussing the impact of hittingadopted a rule change intended to reduce distances on the game of golf and have proposedfor all golfers through certain changes to golf ball specifications by revising golf ball testing conditions used to prove golf ball conformance with the Rules of Golf intended to limit distances for the longest hitters. If the proposedapplicable rules. The rule changes are adopted, they couldto be effective in January 2028 for professional golfers and January 2030 for recreational golfers. This revision to golf ball testing is expected to result in reduced distances for all golfers, which may increase the difficulty of the game, and thereby reduce the enjoyment of golf participants. If, as a result, golf becomes less popular, the number of golf participants and the number of rounds of golf being played may decrease, and sales of our products may be adversely impacted. In addition, we will be required to develop new golf ball products to comply with the new testing conditions. If our new golf ball designs do not achieve market success at least equal to our current golf ball products, our golf ball sales may be adversely affected. Any reduction in our golf ball sales or in golf participation as a result of the golf ball rollback or otherwise may have ana material adverse impacteffect on the Company’s products.our results of operations, financial condition and cash flows.
Our sales and business could be materially and adversely affected if professional athletes, celebrities and other endorsers do not endorse or use our products, or if the Company’s products.professional athletes, celebrities and other endorsers using our products receive less or negative publicity.
The Company establishesWe establish relationships with professional athletes, celebrities and other endorsers in order to evaluate and promote Callaway Golf, Odyssey, OGIO and TravisMathew branded products and itsour Topgolf business. The Company hasWe have entered into endorsement arrangements with members of various professional tours, including the Champions Tour, the PGA Tour, the LPGA Tour, the PGA European Tour, the Japan Golf Tour and the Korn Ferry Tour, and other celebrities. While most endorsers fulfill their contractual obligations, some have been known to stop using a sponsor’s products despite contractual commitments. If certain of the Company’sour endorsers were to stop using the Company’sour products contrary to their endorsement agreements, or if any such endorser is or becomes the subject of negative publicity, the Company’sour business could be adversely affected in a material way by the negative publicity or lack of endorsement.
The Company believesWe believe that professional usage of itsour golf clubs and golf balls contributes to retail sales. The CompanyWe therefore spendsspend a significant amount of money to secure professional usage of itsour products. Many other companies, however, also aggressively seek the patronage of these professionals and offer many inducements, including significant cash incentives and specially designed products. There is a great deal of competition to secure the representation of tour professionals. As a result, it is expensive to attract and retain such tour professionals. The inducements offered by other companies could result in a decrease in usage of the Company’sour products by professional golfers or limit the Company’sour ability to attract other tour professionals.
In July 2022, LIV Golf, a competitor to the PGA Tour, launched its inaugural season. Some professional golfers who endorse, and have in the past endorsed, our products elected to compete on the LIV Golf tour. The PGA Tour has prohibited athletes who compete in LIV Golf events from further participation in PGA Tour events. To date, LIV Golf tournament broadcasts have generated substantially lower television viewership than broadcasts of PGA Tour events. Additionally, golfers participating in LIV Golf events are generally required to wear LIV team apparel, rather than apparel bearing our logos. As a result, our products have received substantially less publicity when a golfer who formerly endorsed our products elects to compete in LIV Golf events rather than PGA Tour events. In the future, additional endorsers of our products may elect to compete in LIV Golf rather than the PGA Tour, and there can be no assurance that LIV Golf television viewership will increase. Further, with the professional men’s golf landscape divided between the PGA Tour and LIV Golf, fewer events now showcase all top male professional golfers, which may cause a decrease in professional men’s golf television viewership. A substantial reduction in viewership of professional men’s golf tournaments could result in a reduction of visibility for our products and brands.
A decline in the level of professional usage of our products or the Company’s products,amount of publicity received by our professional endorsers, or a significant increase in the cost to attract or retain endorsers, could have a material adverse effect on the Company’sour sales and business.
Our business depends on strong brands and related reputations, and if we are not able to maintain and enhance our brands or preserve our strong reputation, including as a result of actions taken by Topgolf franchisees and licensees, our sales may be adversely affected.
Our brands have worldwide recognition, and our success depends in large part on our ability to maintain and enhance our brand image and reputation. Maintaining, promoting and enhancing our brands may require us to make substantial investments in areas such as product innovation, product quality, intellectual property protection, marketing and employee training, and these investments may not have the desired impact on our brand image and reputation. Our business could be adversely impacted if we fail to achieve any of these objectives or if the reputation or image of any of our brands are tarnished or receives negative publicity. In particular, our ability to generate customer loyalty and attract and retain additional Topgolf franchisees, licensees and commercial partners depends, to a large extent, on the strength of our brand and reputation. Any incident that erodes our public image or brand integrity, including as a result of actions by Topgolf franchisees and licensees, could significantly impair the value of our brand and our ability to generate revenue.
In addition, adverse publicity about regulatory or legal action against us could damage our reputation and brand image, undermine consumer confidence in us and reduce long‑term demand for our products and services, even if the regulatory or legal action is unfounded or not material to our operations. Also, as we seek to grow our presence in existing, and expand into new, geographic or product markets, consumers in these markets may not accept our brand image and may not be willing to pay a premium to purchase our products and services as compared to other brands. We anticipate that as we continue to grow our presence in existing markets and expand into new markets, further developing our brands may become increasingly difficult and expensive. If we are unable to maintain or further develop the image of our brands, it could materially adversely affect our business, financial condition and results of operations.
In addition, there has been a marked increase in the use of social media platforms and other forms of internet-based communications that provide individuals and businesses with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate, as is the potential impact to affected individuals and businesses. Many social media platforms immediately publish the content posted by their subscribers and participants, often without filters or checks on the accuracy of the content posted. Accordingly, the use of social media vehicles by us and our customers, Playmakers, franchisees, licensees or other third parties, such as professional athletes, celebrities and other social influencers, could increase costs, lead to litigation or result in negative publicity that could damage our brand or reputation and have a material adverse effect on our business, financial condition and results of operations.
International political instability and terrorist activities may decrease demand for our products and services and disrupt our business.
Terrorist activities and armed conflicts, including the continuation of the conflicts between Russia and the Ukraine and Israel and Hamas and the ongoing attacks by Houthi groups near the Suez canal, could have an adverse effect on the United States or worldwide economy and could cause decreased demand for our products and services as consumers’ attention and interests are diverted from golf and become focused on issues relating to these events. If such events disrupt domestic or international air, ground or sea shipments, or the operation of our manufacturing facilities, our ability to obtain the materials and components necessary to manufacture our products and to deliver customer orders would be harmed, which would have a significant adverse effect on our results of operations, financial condition and cash flows. Such events can also negatively impact tourism, which could adversely affect our sales to retailers at resorts and other vacation destinations. In addition, the occurrence of political instability, terrorist activities, or both generally restricts travel to and from the affected areas, making it more difficult in general to manage our international operations. In particular, the conflicts between Russia and Ukraine and Israel and Hamas and the ongoing attacks by Houthi groups near the Suez canal have and may continue to adversely impact macroeconomic conditions, give rise to regional instability and result in heightened economic sanctions from the U.S. and the international community in a manner that adversely affects our business.
Our business could be harmed by the occurrence of natural disasters, pandemics (including the COVID-19 pandemic) or other emergencies.
The occurrence of a natural disaster, such as an earthquake, tsunami, fire, flood or hurricane, the outbreak of a pandemic disease, such as a further outbreak of COVID-19 or a variant thereof, or other emergencies could significantly adversely affect our business. A natural disaster or a pandemic disease could significantly adversely affect both the demand for our products as well as the supply of the components and materials used to make our products. Demand for golf products could be negatively affected as consumers in the affected regions restrict their recreational activities and as tourism to those areas declines. In addition, during a pandemic, such as the COVID-19 pandemic, domestic and international governmental authorities around the world may issue orders, mandates, decrees and directives, including travel restrictions, “stay-at home” orders and “social distancing” measures and business shutdowns that may negatively impact our customers’ ability to access our entertainment offerings. For example, during the COVID-19 pandemic, certain of our Topgolf venues were required to be closed for a period of time under government orders, mandates, decrees and directives. These measures adversely affected our workforce, customers, consumer sentiment, economies, and financial markets. The COVID-19 pandemic, along with decreased consumer spending, led to an economic downturn in many of our markets. As a result, our business, operating results and financial condition were, and may in the future be, materially and adversely affected. Future outbreaks of other diseases such as avian flu, sudden acute respiratory syndrome (also known as SARS), swine flu or influenza may similarly impact our business.
If our suppliers experienced a significant disruption in their business as a result of a natural disaster, pandemic, including the COVID-19 pandemic or a further outbreak, or other emergency, our ability to obtain the necessary components to make our products could be significantly adversely affected. The occurrence of a natural disaster or the outbreak of a pandemic disease may also restrict travel to and from the affected areas, making it more difficult in general to manage our operations, including an inability or difficulty in obtaining a supply of components and materials used to make our products. For example, we use various contract manufacturers in Asia for the production of our non-urethane golf balls, including Launch Technologies, which provided a significant portion of our non-urethane golf ball supply. In September 2023, there was a fire at the Launch Technologies golf ball manufacturing plant in Pintung County, Taiwan. A portion of our value oriented golf balls were manufactured in the facility that was directly impacted by the fire, including the Topgolf range balls. The majority of the golf balls supplied to us by Launch Technologies were manufactured in a separate dedicated facility that was not directly impacted by the fire. However, this separate facility was not operational for nearly six months following the fire, due to both the ongoing investigation and certain shared resources, and only recently resumed operations. Accordingly, we were required to source golf ball production from alternative manufacturing facilities. If, in a future natural disaster or other emergency, we are not able to arrange for alternative sources of supply, our business and results of operations may be adversely affected.
To the extent a natural disaster, pandemic (including the COVID-19 pandemic) or other emergency adversely affects our business, financial condition and results of operations, it may also have the effect of heightening many of the other risks described in this Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Item 7 below, including, without limitation, risks relating to changes in demand for our products and services or the supply of the components and materials used to make our products, level of indebtedness, need to generate sufficient cash flows to service our indebtedness, ability to comply with the obligations and financial covenants contained in our existing credit facilities, availability of adequate capital, the ability to execute our strategic plans, U.S. trade, tax or other policies that restrict imports or increase import tariffs, ability to successfully operate our expanding retail stores and venues, and regulatory restrictions.
Our business is subject to both seasonal and non-seasonal fluctuations, which could result in fluctuations in our operating results and stock price.
Our business is subject to both seasonal and non-seasonal fluctuations. In the golf equipment business, our first-quarter sales generally represent our sell-in to the golf retail channel of our golf club products for the new golf season. Our second and third-quarter sales generally represent reorder business for golf clubs. Sales of golf clubs during the second and third quarters are significantly affected not only by the sell-through of our products that were sold into the channel during the first quarter but also by the sell-through of products by our competitors. Retailers are sometimes reluctant to reorder our products in significant quantities when they already have excess inventory of products from us or our competitors. Our golf ball sales are generally associated with the number of rounds played in the areas where our products are sold. Therefore, golf ball sales tend to be greater in the second and third quarters, when the weather is good in most of our key regions and the number of rounds played increase. Golf ball sales are also stimulated by product introductions as the retail channel takes on initial supplies. Like those of golf clubs, reorders of golf balls depend on the rate of sell-through. Our golf-related sales during the fourth quarter are generally significantly less than those of the other quarters because in many of our key regions fewer people are playing golf during that time of year due to cold weather. Furthermore, we generally announce our new golf product line in the fourth quarter to allow retailers to plan for the new golf season. Such early announcements of new products could cause golfers, and therefore our customers, to defer purchasing additional golf equipment until our new products are available. Such deferments could have a material adverse effect on sales of our current products or result in closeout sales at reduced prices.
Our expanding apparel business is expected to experience stronger revenue during different times of the year than our golf-related business. A portion of the sales of our apparel products are dependent in part on the weather and likely to decline in years in which weather conditions do not stimulate demand for our apparel products. Periods of unseasonably warm weather in the fall or winter or unseasonably cold weather in the spring and summer could have a material adverse effect on our business, financial condition and results of operations. Unintended inventory accumulation by customers resulting from unseasonable weather in one season generally negatively affects orders in future seasons, which could have a material adverse effect on our business, financial condition and results of operations. In particular, our Jack Wolfskin business focuses primarily on outerwear and consequently experiences stronger sales for such products during the cold-weather months and the corresponding prior sell-in periods. A significant portion of the Jack Wolfskin business is highly dependent on cold-weather seasons and patterns to generate consumer demand for cold-weather apparel. Consumer demand for Jack Wolfskin-branded cold-weather products may be negatively affected to the extent global weather patterns trend warmer, reducing typical patterns of cold-weather events or increasing weather volatility, which could materially adversely affect our business, financial condition and results of operations.
Our Topgolf business is similarly expected to experience stronger revenue at different times of the year as a result of both seasonal and non-seasonal fluctuations. Historically, our Topgolf venues experience nominally higher second and third quarter revenue associated with the spring and summer. First and fourth quarters have historically had lower revenue at venues as compared to the other quarters due to cooler temperatures. Seasonality is likely to continue to be a factor in the quarterly results related to the Topgolf segment and, as a result, factors affecting peak seasons at our Topgolf venues, such as adverse weather, could have a disproportionate effect on operating results. Our Topgolf operating results also fluctuate significantly quarter to quarter and year to year due to non-seasonal factors. For example, poor results of operations at one or a limited number of venues could significantly affect overall profitability. Additionally, the timing of new venue openings and the timing of Toptracer Range installations may result in significant fluctuations in quarterly performance. Due to the substantial up-front financial requirements to open new venues, the investment risk related to any single venue is much larger than that associated with many other entertainment venues. We typically incur a majority of pre-opening costs for a new Company-operated venue within three months of the venue opening.
In addition, due to the seasonality of our business, our business can be significantly adversely affected by unusual or severe weather conditions and by severe weather conditions caused by climate change. Unfavorable weather conditions generally result in fewer golf rounds played, which generally results in reduced demand for all golf products, and in particular, golf balls. Furthermore, catastrophic storms can negatively affect golf rounds played both during the storms and afterward, as storm damaged golf courses are repaired and golfers focus on repairing the damage to their homes, businesses and communities. With respect to the Topgolf business, historically Topgolf venues have increased guest traffic and spending during spring and summer months, as compared to months experiencing adverse weather conditions. Consequently, sustained adverse weather conditions could materially affect our sales across our different business lines.
Any significant changes in U.S. trade or other policies that restrict imports or increase import tariffs could have a material adverse effect on the Company’sour results of operations.
A significant amount of the Company’sour products are manufactured in Mexico, China, Vietnam and Bangladesh and other regions outside of the United States. In recent years, the U.S. government has implemented substantial changes to U.S. trade policies, including import restrictions, increased import tariffs and changes in U.S. participation in multilateral trade agreements, such as the United States-Mexico-Canada Agreement to replace the former North American Free Trade Agreement. The U.S. government has assessed supplemental tariffs on certain goods imported from China, resulting in China’s assessment of retaliatory tariffs on certain imports of U.S. goods into China. In addition, the United States has assessed or proposed supplemental tariffs and quantitative restrictions on U.S. imports of certain products from other countries as well. U.S. trade policy continues to evolve in this regard. Such changes could prevent or make it difficult or more expensive for the Companyus to obtain the components needed for new products, which could affect the Company’sour sales. The recent increase in import tariffs impacted the Company’s business in 2020, 2021 and 2022, and could continue to impact the Company’s business in 2023. Further tariff increases could require the Companyus to increase itsour prices, which likely would decrease customer demand for itsour products. Retaliatory tariff and trade measures imposed by other countries could affect the Company’sour ability to export products and therefore adversely affect itsour sales. Any significant changes in current U.S. trade or other policies that restrict imports or increase import tariffs could have a material adverse effect upon the Company’sour results of operations.
Our current senior management team and other key executives are critical to the Company’sour success, and the loss of, and failure to adequately replace, any such individual could significantly harm the Company’sour business.
The Company’sOur ability to maintain itsour competitive position is dependent to a large degree on the efforts and skills of the senior officers of the Company. The Company’sofficers. Our executives are experienced and highly qualified with strong reputations in theirour industries, and the Company believeswe believe that itsour management team enables itus to pursue the Company’sour strategic goals. The success of the Company’sour business is dependent upon the management and leadership skills of itsour senior management team and other key personnel. Competition for these individuals’ talents is intense, and the Companywe may not be able to attract and retain a sufficient number of qualified personnel in the future. The loss of one or more of these senior officers could have a material adverse effect on the Companyus and itsour ability to achieve itsour strategic goals.
Certain of the Company’sour stockholders, if they choose to act together, have the ability to significantly control or influence all matters submitted to stockholders for approval.
As of December 31, 2022,2023, PEP TG Investments LP (“Providence”), DDFS Partnership LP and Dundon 2009 Gift Trust (together, “Dundon”), TGP Investors, LLC, TGP Investors II, LLC, WestRiver Management, LLC, Anderson Family Investments, LLC and TGP Advisors, LLC (together, “WestRiver”), each of whom acquired shares of the Company’sour common stock in connection with the merger with Topgolf in 2021, own, in the aggregate, approximately 23.4%21.8% of the Company’sour capital stock. Scott M. Marimow is affiliated with Providence, Thomas G. DundonC. Matthew Turney is affiliated with Dundon and Erik J.J Anderson is affiliated with WestRiver, each of whom serve on the Company’sour board of directors. In addition, pursuant to a stockholders agreement entered into with certain former Topgolf stockholders in connection with the merger, Providence and certain former Topgolf stockholders affiliated with Dundon and WestRiver have the right to designate one person (for a total of three persons) to be appointed or nominated, as the case may be, for election to the Company’sour board of directors for so long as such stockholder maintains beneficial ownership of 50% or more of the shares of the Company’sour common stock owned by them on the closing date of the merger. Commencing in April 2023, WestRiver no longer held sufficient shares to maintain its right to designate a nominee for director, although Mr. Anderson continues to serve as WestRiver’s previously appointed designee to the Board.
As a result, if these stockholders were to choose to act together, they would be able to significantly influence all matters submitted to the Company’sour stockholders for approval, as well as the Company’sour management and affairs. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involving the Company,us or discouraging a potential acquiror from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would benefit other stockholders.
Risks Related to Operations, Manufacturing, and Technology
The Company hasWe have significant international operations and istherefore exposed to risks associated with doing business globally.
The Company sellsWe sell and distributes itsdistribute our products directly in many key international markets in Europe, Asia, North America and elsewhere around the world. The CompanyWe also operatesoperate various international venues through the Topgolf business. These activities have resulted and will continue to result in investments in inventory, accounts receivable, employees, corporate infrastructure and facilities. In addition, there are a limited number of suppliers of golf club components in the United States, and the Company iswe are dependent on suppliers and vendors located outside of the United States. The operation of foreign distribution in the Company’sour international markets, as well as the management of relationships with international suppliers and vendors, will continue to require the dedication of management and other Company resources. The Company manufacturesWe manufacture most of itsour products outside of the United States.
With respect to the Topgolf business, Topgolf haswe have both Company-operated and franchised venues located outside of the United States. In addition, Topgolf haswe have Toptracer licensees operating Toptracer Range bays outside of the United States. TopgolfWe also usesuse third-party manufacturers in Taiwan and China to produce the RFID-enabled golf balls and golf clubs used in itsour venues, and sources certain of the components used in the Toptracer business line from third-party suppliers located in Germany, Taiwan and the United Kingdom.
As a result of this international business, the Company iswe are exposed to increased risks inherent in conducting business outside of the United States. These risks include the following:
•Adverseadverse changes in foreign currency exchange rates can have a significant effect upon the Company’sour results of operations, financial condition and cash flows;
•Increasedincreased difficulty in protecting the Company’sour intellectual property rights and trade secrets;
•Unexpectedunexpected government action or changes in legal or regulatory requirements;
•Social,social, economic or political instability;
•Thethe effects of any anti-American sentiments on the Company’sour brands or sales of the Company’sour products or services;
•Increasedincreased difficulty in ensuring compliance by employees, agents and contractors with the Company’sour policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act (the “FCPA”), international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce, including import/export laws and regulations, economic sanctions laws and regulations and trade controls;
•Changeschanges in international labor costs and other costs of doing business internationally;
•Increasedincreased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for itsour foreign operations; and
•Increasedincreased exposure to interruptions in air carrier or ship services.services; and
•the occurrence of natural disasters or other emergencies, such as the fire in September 2023 at the Launch Technologies golf ball manufacturing plant in Pintung County, Taiwan, where a portion of our value oriented golf balls were manufactured.
Any significant adverse change in these and other circumstances or conditions relating to international operations could have a significant adverse effect on the Company’sour operations, financial performance and condition.
The Company hasWe have significant international sales and purchases, and unfavorable changes in foreign currency exchange rates could have a significant negative impact on the Company’sour results of operations.
A significant portion of the Company’sour purchases and sales are international. As a result, the Company conductswe conduct transactions in various currencies worldwide. The Company expects itsWe expect our international business, and the number of transactions that it conductsare conducted in foreign currencies, to continue to expand. Conducting business in such currencies exposes the Companyus to fluctuations in foreign currency exchange rates relative to the U.S. dollar.
The Company’sOur financial results are reported in U.S. dollars, and as a result, transactions conducted in foreign currencies must be translated into U.S. dollars for reporting purposes based upon the applicable foreign currency exchange rates. Fluctuations in these foreign currency exchange rates therefore may positively or negatively affect the Company’sour reported financial results and can significantly affect period-over-period comparisons.
The effect of the translation of foreign currencies on the Company’sour financial results can be significant. The CompanyWe therefore engagesengage in certain hedging activities to mitigate the annual impact of the translation of foreign currencies on the Company’sour financial results. The Company’sOur hedging activities can reduce, but will not eliminate, the effects of foreign currency fluctuations. The extent to which the Company’sour hedging activities mitigate the effects of foreign currency translation varies based upon many factors, including the amount of transactions being hedged. Other factors that could affect the effectiveness of the Company’sour hedging activities include accuracy of sales forecasts, volatility of currency markets and the availability of hedging instruments. Since the hedging activities are designed to reduce volatility, they not only reduce the negative impact of a stronger U.S. dollar but also reduce the positive impact of a weaker U.S. dollar. The Company’sOur future financial results could be significantly affected by the value of the U.S. dollar in relation to the foreign currencies in which the Company conductswe conduct business.
Foreign currency fluctuations can also affect the prices at which products are sold in the Company’sour international markets. The CompanyWe therefore adjusts itsadjust our pricing based in part upon fluctuations in foreign currency exchange rates. Significant unanticipated changes in foreign currency exchange rates make it more difficult for the Companyus to manage pricing in itsour international markets. If the Company iswe are unable to adjust itsour pricing in a timely manner to counteract the effects of foreign currency fluctuations, or if we increase our pricing too much to counteract the Company’seffects of foreign currency fluctuations, our pricing may not be competitive in the marketplace and the Company’sour financial results in itsour international markets could be adversely affected.
The costs and availability of finished products, product components, raw materials and ingredients could affect the Company’sour operating results.
The costs and availability of the finished products, product components and raw materials needed in the Company’sour products and services can be volatile as a result of numerous factors, including inflationary pressures and rising interest rates; general, domestic, and international economic conditions; labor costs; production levels; competition; consumer demand; import duties; tariffs; and currency exchange rates. This volatility can significantly affect the availability and cost of these items for us which could have a material adverse effect on the Company’sour business, financial condition and results of operations.
The materials, components and ingredients used by the Companyus and itsour suppliers involve raw materials, including synthetic rubber, thermoplastics, zinc stearate, zinc oxide and limestone for the manufacturing of the Company’sour golf balls, titanium alloys, carbon fiber and steel for the assembly of the Company’sour golf clubs, various fabrics used by suppliers in the Company’sour apparel business and food and beverage ingredients, venue hardware and other supplies used in the Topgolf business. Significant price fluctuations or shortages in such raw materials, components or ingredients, including the costs to transport such materials, components or ingredients, the uncertainty of currency fluctuations against the U.S. dollar, increases in labor rates, interest rates, trade duties or tariffs, and/or the introduction of new and expensive raw materials, could materially adversely affect the Company’sour business, financial condition and results of operations. The United States and many areas of the world, including areas in which the Companywe and itsour suppliers operate, have recently experienced historically high levels of inflation. In addition, prolonged periods of inflationary pressure on some or all input costs may result in increased costs to produce the Company’sour products and provide the Company’sour services that could have an adverse effect on profits from sales of the Company’sour products and services, or require the Companyus to increase prices for itsour products and services that could adversely affect consumer demand for itsour products and services.
Many of the Company’sour golf equipment and apparel products are manufactured outside of the main sales markets in which the Company operates,we operate, which requires these products to be transported by third parties, sometimes over large geographical distances. Shortages in ocean, land or air shipment capacity and volatile fuel costs can result in rapidly changing transportation costs or an inability to transport products in a timely manner. Similarly, disruption to shipping and transportation channels due to labor disputes could cause the Companyus to rely more heavily on alternative modes of transportation to achieve timely delivery to customers, resulting in significantly higher freight costs. Because of the Company prices itsof our products prior to shipment, and as changes in transportation and other costs may be difficult to predict, the Companywe may not be able to pass all or any portion of these higher costs on to itsour customers or adjust itsour pricing structure in a timely manner in order to remain competitive, either of which could have a material adverse effect on the Company’sour business, financial condition and results of operations.
Any difficulties from strategic acquisitions that the Company pursueswe pursue or consummates,consummate, including its recentour merger with Topgolf, could adversely affect itsour business, financial condition and results of operations.
The CompanyWe may acquire companies, businesses and products that complement or augment itsour existing business. For example, in 2021, the Companywe completed itsour merger with Topgolf. The CompanyTopgolf and in 2023, we acquired certain assets related to the Swing Suite golf simulation technology from Full Swing Golf Holdings, LLC (“Full Swing”) and certain assets related to the BigShots Golf business from affiliates of Invited, Inc. We may not be successful in itsthe integration with this businessthese businesses or any other business that itwe may acquire in the future or operate such acquired businessbusinesses profitably. Integrating any newly acquired business including Topgolf, is typically expensive and time-consuming. Integration efforts often take a significant amount of time, place a significant strain on managerial, operational and financial resources and could prove to be more difficult or expensive than predicted. The diversion of management’s attention and any delay or difficulties encountered in connection with any such acquisitions could result in the disruption of on-going business or inconsistencies in standards and controls that could negatively affect the Company’sour ability to maintain third-party relationships. Moreover, the Companywe may need to raise additional funds through public or private debt or equity financing, or issue additional shares, to continue operating the Topgolf business, which may result in dilution for stockholders or the incurrence of indebtedness.
As part of the Company’sour efforts to acquire companies, businesses or products or to enter into other significant transactions, the Company conductswe conduct business, legal and financial due diligence with the goal of identifying and evaluating material risks involved in the transaction. Despite the Company’sour efforts, the Companywe ultimately may be unsuccessful in ascertaining or evaluating all such risks and, as a result, might not realize the intended advantages of the transaction. If the Company failswe fail to realize the expected benefits from previous acquisitions or other acquisitions itwe may consummate in the future, whether as a result of unidentified risks, integration difficulties, complexities associated with managing the combined business, performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the transaction and integrating the companies’our operations, litigation with current or former employees and other events, the Company’sour business, financial condition and results of operations could be adversely affected.
If the Companywe inaccurately forecastsforecast demand for itsour products, itwe may manufacture either insufficient or excess quantities, which, in either case, could adversely affect itsour financial performance.
The Company plans itsWe plan our manufacturing capacity based upon the forecasted demand for itsour products. Forecasting the demand for the Company’sour products is very difficult given the manufacturing lead time and the amount of specification involved. For example, the Companywe must forecast well in advance not only how many drivers itwe will sell, but also (1) the quantity of each driver model, (2) the quantity of the different lofts in each driver model, and (3) for each driver model and loft, the number of left-handed and right-handed versions. Forecasting demand for specific soft goods and apparel products can also be challenging due to changing consumer preferences and competitive pressures and longer supply lead times. The nature of the Company’sour business makes it difficult to adjust quickly itsour manufacturing capacity if actual demand for itsour products exceeds or is less than the forecasted demand. If actual demand for itsour products exceeds the forecasted demand, the Companywe may not be able to produce sufficient quantities of new products in time to fulfill actual demand, which could limit the Company’sour sales and adversely affect itsour financial performance. On the other hand, if actual demand is less than the forecasted demand for itsour products, the Companywe could produce excess quantities, resulting in excess inventories and related obsolescence charges that could adversely affect the Company’sour financial performance.
The Company’sOur expanding international operations could be harmed if it failswe fail to successfully transition itsour business processes on a global scale.
As the Company expands itswe expand our global footprint, itsour business could be harmed if it failswe fail to successfully transition itsour business processes on a global scale.This expansion to a global scale requires significant investment of capital and human resources, the re-engineering of many business processes, and the attention of many managers and other employees who would otherwise be focused on other aspects of our business. If the Company’sour globalization efforts fail to produce planned operational efficiencies, or the transition is not managed effectively, the Companywe may experience excess inventories, inventory shortage, late deliveries, lost sales, or increased costs. Any business disruption arising from the Company’sour expanding international operations, or itsour failure to realize operational efficiencies, could harm itsour business, financial condition and results of operations.
The CompanyWe may not be able to obtain and maintain licenses and permits necessary to operate itsour Topgolf business and itsour venues in compliance with applicable laws, regulations and other requirements, which could adversely affect itsour business, results of operations and financial condition.
The development, construction and operation of Topgolf’sour Topgolf venues depend, to a significant extent, on the selection of suitable sites, which are subject to zoning, land use, environmental, traffic and other regulations and requirements. Topgolf isWe are also subject to licensing and regulation by federal, state, local and foreign authorities relating to, among other things, alcoholic beverage control, amusement, health, sanitation, stormwater and wastewater management, protection of endangered and threatened plant, wildlife and species, wetlands protection, safety and fire standards. Typically, licenses, permits and approvals under such laws and regulations must be renewed annually and may be revoked, suspended or denied renewal for cause at any time if governmental authorities determine that Topgolf’sour conduct violates applicable regulations. In some jurisdictions, the loss of a license for cause with respect to one location may lead to the loss of licenses at all locations in that jurisdiction and could make it more difficult to obtain additional licenses.
With respect to the sale of alcoholic beverages, each of Topgolf’sour Topgolf venues is required to obtain a license to sell alcoholic beverages on the premises from a state authority and, in certain locations, county and municipal authorities. Certain jurisdictions, however, have only a fixed number of liquor licenses available. As a result, in order to obtain a license in one of these jurisdictions, Topgolf iswe are required to purchase that license from another business, which itwe may not be able to do on acceptable terms or at all. Alcoholic beverage control regulations impact numerous aspects of the daily operations of each venue, including the minimum age of patrons and Playmakers, hours of operation, advertising, wholesale purchasing, other relationships with alcohol manufacturers, wholesalers and distributors, inventory control and the handling, storage and dispensing of alcoholic beverages. Any failure by one of Topgolf’sour venues to comply with these regulations, or any failure of a franchisee or licensee to comply with similar regulations to which itsour business is subject, could result in fines or the loss or suspension of the liquor license for that venue or business, and potentially the loss or suspension of other licenses in that jurisdiction.
Difficulties or failure in obtaining a liquor license or any other licenses, permits or approvals, or in continuing to qualify for, or being able to renew, any existing licenses, permits or approvals, could adversely affect existing venues, or Topgolf’sour ability to develop or construct venues, and delay or result in Topgolf’sour decision to cancel the opening of new venues, which could have a material adverse effect on itsour business, results of operations and financial condition. Similarly, the inability of any franchisee or licensee to maintain or obtain the licenses, permits and approvals required to develop, construct or operate one or more of their locations would also reduce franchise and licensing revenues, impair growth prospects and adversely affect Topgolf’sour business, results of operation and financial condition.
The Company dependsWe depend on single source or a limited number of suppliers for some of the components of itsour products, and the loss of any of these suppliers could harm itsour business.
The Company isWe are dependent on a limited number of suppliers for itsour clubheads and shafts, some of which are single sourced.shafts. Furthermore, some of the Company’sour products require specially developed manufacturing techniques and processes which make it difficult to identify and utilize alternative suppliers quickly. In addition, many of the Company’sour suppliers may not be well capitalized and prolonged unfavorable economic conditions could increase the risk that they will go out of business. If current suppliers are unable to deliver clubheads, shafts or other components, or if the Company iswe are required to transition to other suppliers, the Companywe could experience significant production delays or disruption to itsour business. The CompanyWe also dependsdepend on a single or a limited number of suppliers for the materials it useswe use to make itsour golf balls. Many of these materials are customized for the Company.us. Any delay or interruption in such supplies could have a material adverse impact on the Company’sour golf ball business. If the Company experienceswe experience any such delays or interruptions, the Companywe may not be able to find adequate alternative suppliers at a reasonable cost or without significant disruption to itsour business.
A significant disruption in the operations of the Company’sour golf club assembly and golf ball manufacturing and assembly facilities could have a material adverse effect on the Company’sour sales, profitability and results of operations.
A significant disruption at any of the Company’sour golf club or golf ball manufacturing facilities or distribution centers in the United States or in regions outside the United States could materially and adversely affect the Company’sour sales, profitability and results of operations. The Company’sFor example, in September 2023, there was a fire at the Launch Technologies golf ball manufacturing plant in Pintung County, Taiwan, where a portion of our value oriented golf balls were manufactured. However, we were able to mitigate the impact to our golf ball business by shifting supply to our Chicopee manufacturing facility and other suppliers. If, however, in a future disruption, we are not able to arrange for alternative sources of supply, our business and results of operations may be adversely affected.
In addition, our manufacturing facilities and distribution centers are highly automated, which means that their operations are complicated and may be subject to a number of risks related to computer viruses, the proper operation of software and hardware, electronic or power interruptions, and other system failures. Risks associated with upgrading or expanding these facilities may significantly disrupt or increase the cost of the Company’sour operations, which may have an immediate, or in some cases prolonged, impact on the Company’sour margins. For example, in 2019 the Companywe substantially completed a significant expansion and technical upgrade to itsour golf ball manufacturing facility in Chicopee, Massachusetts. Difficulties in implementing new or upgraded technology or operational systems, including at itsour Chicopee facility, could disrupt the Company’sour operations and could materially and adversely affect the Company’sour financial condition, results of operations or cash flows.
A disruption in the service or a significant increase in the cost of the Company’sour primary delivery and shipping services for itsour products and component parts or a significant disruption at shipping ports could have a material adverse effect on the Company’sour business.
The Company usesWe use United Parcel Service (“UPS”) for substantially all ground shipments of products to itsour U.S. customers. The Company usesWe use air carriers and ocean shipping services for most of itsour international shipments of products. Furthermore, many of the components the Company useswe use to build itsour golf clubs, including clubheads and shafts, are shipped to the Companyus via air carrier and ship services. For a portion of the year ended December 31, 2022, international shipping to the United States was disrupted and delayed due to congestion in west coast ports. If there is any continued or additionalsimilar significant interruption in service by such providers or at airports or shipping ports, the Companywe may be unable to engage alternative suppliers or to receive or ship goods through alternate sites in order to deliver itsour products or components in a timely and cost-efficient manner. As a result, the Companywe could experience manufacturing delays, increased manufacturing and shipping costs and lost sales as a result of missed delivery deadlines and product demand cycles. Any significant interruption in UPS services, air carrier services, ship services or at airports or shipping ports could have a material adverse effect on the Company’sour business. Furthermore, if the cost of delivery or shipping services were to increase significantly and the additional costs could not be covered by product pricing, the Company’sour operating results could be materially adversely affected.
Instances of food-borne illness and outbreaks of disease could negatively impact Topgolf’sour Topgolf business.
Incidents or reports of food-borne or water-borne illness or other food safety issues, food contamination or tampering, AssociatePlaymaker hygiene and cleanliness failures or improper AssociatePlaymaker conduct at our Topgolf venues could lead to product liability or other claims or poor health inspection scores. Such incidents or reports could negatively affect Topgolf’sour brand and reputation as well as itsour business, revenues and profits regardless of whether the allegations are valid or whether Topgolf iswe are held to be responsible. Similar incidents or reports occurring at Topgolf franchisees’ or licensees’ businesses, BigShots, or other businesses unrelated to Topgolfus could likewise create negative publicity, which could negatively impact consumer behavior towards Topgolf.
There can be no guarantee that Topgolf’sour internal policies and training will be fully effective in preventing all food-borne illnesses at itsour venues. In addition, because Topgolf doeswe do not control the day-to-day operations of Topgolf and BigShots franchisees, and licensees, there can be no guarantee that these franchisees and licensees will implement appropriate internal policies and training intended to prevent food-borne illnesses, that their employees will follow such policies and training or that such policies and training will be effective even if complied with. Furthermore, Topgolf’sour reliance, and the reliance by any Topgolf or BigShots franchisees, or licensees, on third-party food processors, distributors and suppliers makes it difficult to monitor food safety compliance and may increase the risk that food-borne illness would affect multiple locations rather than a single venue. Some food-borne illness incidents could be caused by third-party food suppliers and transporters outside of Topgolf’sour control. New illnesses resistant to Topgolf’sour current precautions may develop in the future, or diseases with long incubation periods could arise, that could give rise to claims or allegations on a retroactive basis. One or more instances of food-borne illness in one of theour Company-operated or franchised venues, or poor health inspection scores, if highly publicized, could negatively affect revenues at all of Topgolf’sour Topgolf venues by changing consumers’ perceptions of Topgolf’sour venues and the food that it offers,we offer, negatively impacting demand for menu offerings and reducing guest visits at venues. This risk is particularly great with respect to franchised venues given Topgolf’sour limited oversight, and exists even if itwe were later determined that the illness was wrongly attributed to a Company or a franchisee-operated venue. There is also a risk that instances of food-borne illness at a licensee’s businesses could be improperly attributed to Topgolf.us. Additionally, even if food-borne illnesses were not identified at or otherwise attributed to a Topgolf venue, Topgolf’sour revenue could be adversely affected if instances of food-borne illnesses at other businesses were highly publicized. A number of companies have experienced incidents related to food-borne illnesses that have had material adverse effects on their business, operations and financial condition, and there can be no assurance that Topgolfwe could avoid a similar impact if such an incident were to occur at one or more ofTopgolf venues.
Guest complaints, litigation on behalf of guests or Playmakers or other proceedings may adversely affect Topgolf’sour business, results of operations and financial condition.
TopgolfWe may be adversely affected by legal or governmental proceedings brought by or on behalf of guests, Playmakers, suppliers, commercial partners, franchisees, licensees or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of such proceedings, particularly class actions and regulatory actions, is difficult to assess or quantify. In recent years, a number of companies in Topgolf’sour industry and adjacent industries have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law regarding workplace and employment matters, discrimination and similar matters, and a number of these lawsuits have resulted in the payment of substantial damages by the defendants. TopgolfWe could also face potential liability if it iswe are found to have misclassified certain Playmakers as exempt from the overtime requirements of the federal Fair Labor Standards Act and state labor laws, or if it iswe are found to have failed to provide or continue health insurance or benefits to Playmakers in violation of the Employee Retirement Income Security Act or the PPACA of 2010. Additionally, Topgolf faceswe face potential liability if it iswe are found to have failed to comply with data privacy laws relating to the collection and processing of datainformation about Playmakers/Playmakers, employees, and other individuals, such as the collection and use of biometric information under state biometric information statutes. Topgolf hasWe have had, from time to time, such lawsuits pending, and there can be no guarantee that Topgolfwe will not be named in any such lawsuit in the future or that Topgolfwe will not be required to pay substantial expenses and/or damages at the conclusion of such future lawsuits.
In addition, from time to time, guests file complaints or lawsuits against Topgolfus alleging that it iswe are responsible for some illness or injury they suffered at or after a visit to a venue. From time to time, animal activist and other third-party special interest groups may bring claims before government agencies or lawsuits against Topgolfus relating to the impact of itsour venues. Topgolf isWe are also subject to a variety of other claims in the ordinary course of business, including personal injury, lease and contract claims.
We are also subject to “dram shop” statutes in certain states in which itsour venues are located. These statutes generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated individual. Topgolf hasWe have been in the past, and may be in the future, the subject of lawsuits that allege violations of these statutes. Recent litigation under dram shop statutes has resulted in significant judgments and settlements against other businesses and establishments similar to Topgolf’sour Topgolf venues. Because these cases often seek punitive damages, which may not be covered by insurance, such litigation if successful could have an adverse effect on Topgolf’sour business, results of operations and financial condition.
Regardless of whether any claims against Topgolfus are valid or whether Topgolf iswe are liable, claims may be expensive to defend, generate negative publicity, divert time and money away from core operations and hurt financial performance. Similarly, claims brought against Topgolf franchisees and licensees may generate negative publicity that could harm Topgolf’sour brand and reputation. Although Topgolf maintainswe maintain what it believeswe believe to be adequate levels of insurance to cover any liabilities itwe may face, insurance may not be available at all or in sufficient amounts with respect to these or other matters. Any negative publicity concerning such claims, whether involving Topgolfus or franchisees or licensees, or any judgment or other liability significantly in excess of Topgolf’sour insurance coverage or not covered by insurance, could have a material adverse effect on itsour business, results of operations and financial condition.
The Topgolf venues business is susceptible to the availability and cost of food commodities and other supplies, some of which are available from a limited number of suppliers, which subjects Topgolfus to possible risks of shortages, interruptions and price fluctuations.
The profitability of the venues business line depends in part on Topgolf’sour ability to anticipate and react to changes in product costs. The price and availability of food commodities and other supplies may be affected by a number of factors beyond Topgolf’sour control, including changes in general economic conditions, seasonal economic fluctuations, increased competition, general inflation, shortages or supply interruptions due to weather, disease (including the COVID-19 pandemic) or other factors, food safety concerns, product recalls, fluctuations in the U.S. dollar and changes in government regulations. These and other events could increase commodity prices or cause shortages that could affect the cost and quality of the items that Topgolf buyswe buy or require Topgolfus to raise prices or limit menu options. The profitability of the venues business line may also be adversely affected by increases in the price of utilities, such as natural gas, electric, and water, whether as a result of inflation, shortages, interruptions in supply or otherwise.
While Topgolf haswe have historically been able to partially offset inflation and other changes in the costs of core operating resources used in the venues business line by gradually increasing menu prices, coupled with more efficient purchasing practices, productivity improvements and greater economies of scale, there can be no assurance that Topgolfwe or franchisees will be able to continue to do so in the future. From time to time, competitive or macroeconomic conditions could limit menu pricing flexibility, and there can be no assurance that increased menu prices will be fully absorbed by guests without any resulting change to their visit frequencies or purchasing patterns that may offset such increases. If Topgolfwe or itsour franchisees are unable to increase prices in response to higher food commodity and other supplies costs, or if such price increases decrease guest traffic or purchasing patterns, Topgolf’sour operating results could be materially and adversely affected. In addition, there can be no assurance that Topgolfwe will generate same-venue sales growth in an amount sufficient to offset inflationary or other cost pressures.
Topgolf hasWe have entered into a long-term contract with a single distributor, which Topgolf referswe refer to as itsour “broadline” distributor, which provides for the purchasing, warehousing and distributing of a substantial majority of Topgolf’sour food, non-alcoholic beverage and other supplies. TopgolfWe also contractscontract directly with the suppliers of certain food and non-alcoholic beverage products, usually with a single supplier for each such product. These agreements, however, are typically for the purpose of establishing an agreed-upon price for the relevant product and do not require the supplier to provide Topgolf’sour requirements, or any particular quantity, of such product. If Topgolf’sour broadline distributor or any of itsour other suppliers or substitute suppliers do not perform adequately or otherwise fail to deliver products or supplies to venues, if Topgolfwe were to lose itsour relationship with itsour broadline distributor or any single-source suppliers for which itwe has not approved a substitute supplier, or if any substitute suppliers also fail to perform, Topgolfwe may be unable to find satisfactory replacements in a short period of time, on acceptable terms, or at all, which could increase costs, cause shortages of food and other items at venues and cause Topgolfus to remove certain items from itsour menu, any of which could adversely affect itsour business, results of operations and financial condition.
Other than forward purchase contractsorders for certain food items, Topgolfwe currently doesdo not engage in futures contracts or other financial risk management strategies with respect to potential price fluctuations in the cost of food commodities and other supplies. Furthermore, these arrangements generally are relatively short in duration and may provide only limited protection from price changes. In addition, the use of these arrangements may limit Topgolf’sour ability to benefit from favorable price movements.
In addition, the RFID-enabled golf balls and golf clubs that are used in Topgolf’sour venues are produced by third-party manufacturers in Taiwan and China. As a result, natural disasters and other adverse events or conditions affecting these countries (including, without limitation, adverse weather conditions, political instability, war, civil unrest, economic instability, outbreaks of disease, such as the current COVID-19 pandemic, or other public health emergencies and the impact of public fears regarding any of the foregoing) could halt or disrupt production, impair the movement of finished products out of these countries, damage or destroy the tooling and other equipment necessary to manufacture these products and otherwise cause Topgolfus to incur additional costs and expenses, any of which could also have a material adverse effect on itsour results of operations and financial condition. For example, in September 2023, there was a fire at the Launch Technologies golf ball manufacturing plant in Pintung County, Taiwan. Launch Technologies provided a significant portion of our non-urethane golf ball supply. A portion of our value oriented golf balls were manufactured in the facility that was directly impacted by the fire, including the Topgolf range balls. The majority of the golf balls supplied to us by Launch Technologies were manufactured in a separate dedicated facility that was not directly impacted by the fire. However, this separate facility was not operational for nearly six months following the fire, due to both the ongoing investigation and certain shared resources, and only recently resumed operations. Accordingly, we were required to source golf ball production from alternative manufacturing facilities. The location of these manufacturers outside the United States also exposes Topgolfus to the various international risks.
TheWe rely on complex information systems for management of our manufacturing, distribution, sales and other functions. If our information systems fail to perform these functions adequately or if we experience an interruption in our operation, including a cybersecurity incident, our business and results of operations could suffer.
All of our major operations, including manufacturing, distribution, sales and accounting, are dependent upon our complex information systems. Our information systems (and information stored therein) are vulnerable to damage or interruption or other compromise, from events including:
•earthquake, fire, flood, hurricane or other natural disasters;
•power loss, computer systems failure, Internet and telecommunications or data network failure; and
•hackers, computer viruses, software bugs, glitches or other cybersecurity incidents.
Any damage or significant disruption in the operation of such systems, the failure of our or our IT vendors’ information systems to perform as expected, the failure to successfully integrate the IT systems of the businesses that we have recently acquired or any security breach to the information systems (including financial or credit/payment frauds) or other cybersecurity incident would disrupt our business, which may result in decreased sales, increased overhead costs, excess inventory and product shortages and otherwise adversely affect our reputation, operations, financial performance and condition.
Cybersecurity incidents, including cyber-attacks, unauthorized access to, or accidental disclosure of, personal information including payment card information, that we or our vendors collects or stores on our behalf may result in significant expense and negatively impact our reputation and business.
There is heightened concern and awareness over the security of personal information transmitted over the Internet, consumer identity theft and data privacy. While we have implemented security measures, our information systems and those of our third party vendors are nevertheless susceptible to numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of information systems and personal information, proprietary information belonging to our business and other confidential information (together, “Sensitive Information”) used in our business, including through electronic or physical computer break-ins, viruses and malware (e.g., ransomware), social engineering/phishing, malicious code, fraud, malfeasance by insiders, human or technological error, misconfigurations, “bugs” and other vulnerabilities in our and our vendors’ software, and other disruptions and security compromises involving the loss or unauthorized access of Confidential Information. Technologies and techniques used to obtain unauthorized access to or sabotage systems are constantly evolving, change frequently, and generally are not recognized until after they have been launched against a target. Even if identified, we and our vendors may be unable to adequately investigate, remediate or recover from breaches or cybersecurity incidents, or avoid a material adverse impact to our information systems, Sensitive Information or business, including due to threat actors increasingly using tools and techniques—including artificial intelligence—that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence.
There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our information systems and Sensitive Information, and we and certain of our third party vendors have and expect to continue to experience cyber-attacks and other incidents in varying degrees. For example, in August 2023, a threat actor obtained access to certain Company systems through social engineering. Customers experienced a temporary outage in e-commerce services, and certain personal information of approximately one million customers was affected, though no full payment card numbers or government identification numbers (such as Social Security numbers) were affected. We notified affected individuals, various regulators and law enforcement as a result.
Moreover, we have acquired and continue to acquire companies with cybersecurity vulnerabilities and/or are similarly susceptible to the risks described above, which exposes us to significant cybersecurity, operational, and financial risks.
Any perceived or actual unauthorized or inadvertent disclosure of personal information or adverse impact to the availability, integrity or confidentiality of our information systems or Sensitive Information, whether through a compromise of us or our third party vendors’ information systems by an unauthorized party, employee theft, misuse or error, cyber-attack or otherwise, could harm our reputation, impair our ability to attract or retain customers and Playmakers, require us to notify payment brands if payment card information is accessed or compromised, compel us to comply with federal and/or state breach notification laws and foreign equivalents, subject us to costly mandatory corrective action, or subject us to regulatory investigations and enforcement actions, claims or litigation (including class actions) arising from damages suffered by consumers, fines and penalties, and/or significant incident response, system restoration and future compliance costs, all of which could adversely affect our operations, financial performance and condition. Any losses, costs or liabilities may not be covered by, or may exceed the coverage limits of, any or all applicable insurance policies, and applicable insurance may not be available to us in the future on economically reasonable terms or at all.
We may be subject to productproducts liability, warranty and recall claims, that requireand our insurance coverage may not cover such claims.
Our products expose us to products liability, warranty and recall claims if the replacementproducts we manufacture, sell or repairdesign actually or allegedly fail to perform as expected, or the use of those products sold. Such warranty claims could adversely affect the Company’s results, of operations and relationships with its customers.
The Company manufactures and/or distributes a variety of products and has a stated two-year warranty policy for its golf clubs and certain Jack Wolfskin gear, as well as a limited lifetime warranty for its OGIO line of products.is alleged to result, in personal injury, death or property damage. From time to time, suchour products may contain manufacturing defects or design flaws that are not detected prior to sale, particularly in the case of new product introductions or upon design changes to existing products. The failure to identify and correct manufacturing defects and product design issues prior to the sale of those products could result in product warranty claims that result in costssafety-related issues or products liability claims.If we fail to replaceidentify and correct a manufacturing defect or repair any such defective products. design issue prior to sale, we may have to recall our products to address the defect or compliance- or safety-related issues.Because many of the Company’sour products are sold to retailers for broad consumer distribution and/or to customers who buy in large quantities, there could be significant costs associated with such product warranty claims,recalls, including the potential for customer dissatisfaction that may adversely affect the Company’sour reputation and relationships with itsour customers, which may result in lost or reduced sales.
The Company’sThere can be no assurance that we can successfully defend or settle any products liability cases arising from any actual or alleged manufacturing defect or design flaw. Our insurance policies provide coverage against claims resulting from alleged injuries arising from our products sustained during the respective policy periods, subject to policy terms and conditions; however, there can be no assurance that this coverage will be renewed or otherwise remain available in the future, that our insurers will be financially viable when payment of a claim is required, that the cost of our insurance will not increase, that insurance coverage will remain economical to maintain, or that our insurance coverage will be adequate. As a result, an adverse outcome in a products liability case could increase our expenses and harm our business, financial condition and results of operations.
Our growth initiatives require significant capital investments and there can be no assurance that the Companywe will realize a positive return on these investments.
Initiatives to upgrade the Company’sour business processes and invest in technological improvements to the Company’sour manufacturing and assembly facilities involve many risks which could result in, among other things, business interruptions and increased costs, any of which may result in the Company’sour inability to realize returns on itsour capital investment. Expansion of business processes or facilities, including the significant expansion and technical upgrade to the Company’sour golf ball manufacturing facility in Chicopee, Massachusetts, requires significant capital investment. If the Company haswe have insufficient sales or isare unable to realize the full potential of itsour capital investment, itwe may not realize a positive return on itsour investment, which could impact the Company’sour margins and have a significant adverse effect on the Company’sour results of operations, financial condition and cash flows.
Some of Topgolf’sour products and services in the Topgolf business contain open source software, which may pose particular risks to itsour proprietary software, technologies, products, and services in a manner that could harm itsour business.
The Topgolf business uses open source software in itsour products and services and anticipates using open source software in the future. Some open source software licenses require those who distribute open source software as part of their own software products to publicly disclose all or part of the source code to such software product or to make available any modifications or derivative works of the open source code on unfavorable terms or at no cost. This could allow competitors to create similar technologies with less development effort and in less time and could lead to a loss of sales of Topgolf’sour products and services. The terms of many open source licenses to which Topgolf iswe are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on Topgolf’sour ability to provide or distribute products or services. Additionally, Topgolfwe could face claims from third parties claiming ownership of, or demanding release of, works that itwe developed using open source software, which could include Topgolf’sour proprietary source code, or otherwise seeking to enforce the terms of, or alleging breach of, the applicable open source license. These claims could result in litigation and could require Topgolfus to make itsour proprietary software source code freely available, purchase a costly license, or cease offering the implicated products or services unless and until itwe can re-engineer them to avoid infringement. This re-engineering process could require Topgolfus to expend significant additional research and development resources, and there can be no guarantee that itwe will be successful.
Additionally, the use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open source software, and there can be no assurance that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect Topgolf’sour business. Topgolf hasWe have processes to help alleviate these risks, including a review process for screening requests from developers for the use of open source software, but Topgolfwe cannot be sure that all open source software is identified or submitted for approval prior to use in itsour products and services. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could adversely affect Topgolf’sour business, financial condition and results of operations.
Failure to adequately enforce the Company’sour intellectual property rights could adversely affect itsour reputation and sales.
The golf club industry, in general, has been characterized by widespread imitation of popular club designs. The Company hasWe have an active program of monitoring, investigating and enforcing itsour proprietary rights against companies and individuals who market or manufacture counterfeits and “knockoff” products. The Company asserts its rightsWe assert our right against infringers of itsour copyrights, patents, trademarks and trade dress. However, these efforts may not be successful in reducing sales of golf products by these infringers. Additionally, other golf club manufacturers may be able to produce successful golf clubs which imitate the Company’s designswe design without infringing any of the Company’sour copyrights, patents, trademarks or trade dress.
With respect to the Company’sour apparel business, counterfeits are known to exist in the industry, including in the premium outdoor apparel segment within which Jack Wolfskin operates. The failure to prevent or limit such infringers or imitators could adversely affect the Company’sour reputation and sales.
With respect to the Topgolf business, theour ability of the Company to expand the Topgolf business lines and establish and maintain itsour competitive position in new and existing markets depends in part on itsour ability to further build brand recognition using itsour trademarks, service marks, proprietary products and technologies and other intellectual property rights, as well as itsour ability to maintain, protect and enforce such rights. Topgolf reliesWe rely upon a combination of intellectual property rights, such as trademarks, trade dress, domain names, copyrights, trade secrets and patents, in addition to technical measures and confidentiality and license agreements with Playmakers, contractors, consultants and other third parties with whom Topgolf haswe have relationships, to establish, maintain, protect and enforce itsour brand, proprietary information, technologies and processes and other intellectual property rights. The failure to enforce any such intellectual property rights may limit Topgolf’sour ability to achieve and maintain market recognition and itsour competitive position may be harmed, each of which could adversely affect the Company’sour reputation and sales.
The CompanyWe may become subject to intellectual property claims or lawsuits that could cause itus to incur significant costs or pay significant damages or that could prohibit itus from selling itsour products.
The Company’sOur competitors in the golf equipment and apparel industry also seek to obtain patent, trademark, copyright or other protection of their proprietary rights and designs for golf clubs, golf balls and other products. From time to time, third parties have claimed or may claim in the future that the Company’sour products infringe upon their proprietary rights. The Company evaluatesWe evaluate any such claimsclaim and, where appropriate, hashave obtained or sought to obtain licenses or other business arrangements. To date, there have been no significant interruptions in the Company’sour business as a result of any claims of infringement. However, in the future, intellectual property claims could force the Companyus to alter itsour existing products or withdraw them from the market or could delay the introduction of new products.
Various patents have been issued to the Company’sour competitors in the golf industry and theseour competitors may assert that the Company’sour golf products infringe their patent or other proprietary rights. If the Company’sour golf products are found to infringe third-party intellectual property rights, the Companywe may be unable to obtain a license to use such technology, and itwe could incur substantial costs to redesign itsour products, withdraw them from the market, and/or to defend legal actions.
With respect to the Topgolf business, intellectual property laws and procedures and restrictions provide only limited protection and any of Topgolf’s intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. If the Company failswe fail to protect such intellectual property rights adequately, itwe may lose an important advantage in the markets in which Topgolf competes.we compete. However, these efforts may not be successful or may be ineffective, and any of itsour intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Other parties may also independently develop technologies that are substantially similar or superior to Topgolf’s. Topgolfours. We also may be forced to bring claims against third parties, or defend claims that third parties may bring against Topgolf,us, to determine the ownership of what Topgolf regardswe regard as itsour intellectual property. There can be no assurance that Topgolf’sour intellectual property rights will be sufficient to protect against others offering products, services, or technologies that are substantially similar or superior to Topgolf’sours and that compete with itsour business. If third parties misappropriate, infringe or otherwise violate Topgolf’sour intellectual property, the value of Topgolf’sour technologies, image, brand and the goodwill associated therewith may be diminished, Topgolf’sour brand may fail to achieve and maintain market recognition, and itsour competitive position may be harmed, any of which could have a material adverse effect on itsour business, including revenue.
The Company’sOur brands may be damaged by the actions of itsour Topgolf franchisees and licensees.
The Company licenses itsWe license our trademarks to third-party licensees who produce, market and sell their products bearing the Company’sour trademarks. The Company chooses itsWe choose our licensees carefully and imposesimpose upon such licensees various restrictions on the products, and on the manner, on which such trademarks may be used. In addition, the Company requires itswe require our licensees to abide by certain standards of conduct and the laws and regulations of the jurisdictions in which they do business. However, if a licensee fails to adhere to these requirements, the Company’sour brands could be damaged. The Company’sOur brands could also be damaged if a licensee becomes insolvent or by any negative publicity concerning a licensee or if the licensee does not maintain good relationships with itsour customers or consumers, many of which are also the Company’sour customers and consumers.
In addition, Topgolf’sour Topgolf franchisees and licensees are independent third parties that the Company doeswe do not control. Although franchisees are contractually obligated to operate their venues in accordance with specified standards, the Company doesWe do not oversee their daily operations. Consequently, the quality of franchised venues may be diminished by any number of factors beyond the Company’sour control. For example, franchisees may not hire and train qualified managers and other Playmakers, and may otherwise fail to operate their venues in a manner consistent with the requisite appropriate requirements. Similarly, though agreements with Toptracer Range licensees generally require licensees to comply with certain operational requirements, the Company exerciseswe exercise even less control and oversight over the operations of these third parties. If Topgolf franchisees and licensees do not operate in accordance with the Company’sour expectations, or if one or more franchisees or licensees were to be the subject of unfavorable publicity, the Company’sour image and reputation could suffer materially.
Sales of the Company’sour products by unauthorized retailers or distributors could adversely affect the Company’sour authorized distribution channels and harm the Company’sour reputation.
Some of the Company’sour products find their way to unauthorized outlets or distribution channels. This “gray market” for the Company’sour products can undermine authorized retailers and foreign wholesale distributors who promote and support the Company’sour products, and can injure the Company’sour image in the minds of itsour customers and consumers. On the other hand, stopping such commerce could result in a potential decrease in sales to those customers who are selling the Company’sour products to unauthorized distributors or an increase in sales returns over historical levels. While the Company haswe have taken some lawful steps to limit commerce of itsour products in the “gray market” in both the United States and abroad, it haswe have not stopped such commerce.
The Company reliesWe rely on research and development, technical innovation and high‑high quality products to successfully compete.
Technical innovation and quality control in the design and manufacturing process is essential to the Company’sour commercial success. Research and development plays a key role in the Company’sour technical innovation and competitive advantage. The Company reliesWe rely upon experts in various fields to develop and test cutting edge performance products, including artificial intelligence. We use artificial intelligence and machine learning algorithms and models for various purposes, including to design and develop portions of our golf clubs. While the Company believes it iswe believe we are at the forefront of golf equipment innovation, if the Company failswe fail to continue to introduce technical innovation in itsour products, or isare unable to effectively utilize new technologies, such as artificial intelligence, or cannot develop or offer new technological-driven products as effectively, quickly or cost-efficiently as our competitors, consumer demand for itsour products could decline, and if the Company experienceswe experience problems with the quality of itsour products, the Companywe may incur substantial brand damage and expense to remedy the problems, any of which could materially adversely affect itsour business, financial condition and results of operations.
The Company relies on complex information systems for management of its manufacturing, distribution, sales and other functions. If the Company’s information systems fail to perform these functions adequately or if the Company experiences an interruption in their operation, including a breach in cyber security, its business and results of operations could suffer.
All of the Company’s major operations, including manufacturing, distribution, sales and accounting, are dependent upon the Company’s complex information systems. The Company’s information systems are vulnerable to damage or interruption from:
•
Earthquake, fire, flood, hurricane and other natural disasters;
•Power loss, computer systems failure, Internet and telecommunications or data network failure; and
•Hackers, computer viruses, software bugs or glitches.
Any damage or significant disruption in the operation of such systems, the failure of the Company’s or the Company’s IT vendors’ information systems to perform as expected, the failure to successfully integrate the information technology systems of the businesses that the Company has recently acquired or any security breach to the information systems (including financial or credit/payment frauds) would disrupt the Company’s business, which may result in decreased sales, increased overhead costs, excess inventory and product shortages and otherwise adversely affect the Company’s reputation, operations, financial performance and condition.
Cyber-attacks, unauthorized access to, or accidental disclosure of, consumer personal information including payment card information, that the Company or the Company’s vendors collects through its websites or stores on its servers may result in significant expense and negatively impact the Company’s reputation and business.
There is heightened concern and awareness over the security of personal information transmitted over the internet, consumer identity theft and user privacy. While the Company has implemented security measures, the Company’s computer systems and those of its third party vendors of IT and data security systems and services may nevertheless be susceptible to electronic or physical computer break-ins, viruses and malware (e.g., ransomware), malicious code, fraud, and other disruptions and security compromises involving the loss or unauthorized access of confidential information because technologies used to obtain unauthorized access to or sabotage systems are constantly evolving, change frequently, and generally are not recognized until they are launched against a target. Even if identified, we may be unable to adequately investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.
Any perceived or actual unauthorized or inadvertent disclosure of personal information, whether through a compromise of the Company’s or its third party vendors’ networks by an unauthorized party, employee theft, misuse or error or otherwise, could harm the Company’s reputation, impair the Company’s ability to attract website visitors, require us to notify payment brands if payment card information is accessed or compromised, compel us to comply with federal and/or state breach notification laws and foreign equivalents, subject us to costly mandatory corrective action, or subject the Company to claims or litigation arising from damages suffered by consumers, all of which could adversely affect the Company’s operations, financial performance and condition. Any losses, costs or liabilities may not be covered by, or may exceed the coverage limits of, any or all applicable insurance policies.
The Company’sIn addition, as with many technological innovations, there are significant risks involved in developing, maintaining and applying artificial intelligence and similar cutting edge technologies, and there can be no assurance that the usage of such technologies will always enhance our products or services or be beneficial to our business, including our efficiency or profitability. In particular, if these methods are incorrectly designed or implemented and/or are adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products and business, as well as our reputation and the reputations of our customers, could suffer or we could incur liability through the violation of laws or contracts to which we are a party or civil claims.
Our business is subject to risks associated with leasing property subject to long-term, non-cancelable leases.
The CompanyWe typically doesdo not own any real property and generally leaseslease properties associated with the Topgolf venues business and certain active lifestyle businesses. Payments under non-cancelable leases account for a significant portion of operating expenses, and the Company expectswe expect to lease new properties, including for new Topgolf venues, in the future. Historically, the Company’sour leases typically provide for escalating rent provisions over the initial term and any extensions. The CompanyWe generally cannot cancel these leases without substantial economic penalty. If an existing or future venue or retail location is not profitable, and the Company decideswe decide to close it, the Companywe may nonetheless be committed to perform itsour obligation under the applicable lease, including, among other things, paying all or a portion of the base rent for the remainder of the lease term, unless the Company is ablewe are unable to negotiate a termination agreement with the applicable landlord, which itwe cannot guarantee that itwe will be able to do without incurring significant additional payment and other obligations or at all.
Extreme weather conditions in the areas in which our Topgolf venues, retail stores, customers, including golf participants, operations and vendors are located could adversely affect our operating results and financial condition. For example, our Topgolf venues may see a decrease in traffic during extremely hot or cold temperatures or during ice or snow storms, which may adversely affect our results of operations and financial condition. Additionally, extreme storms, droughts or other water shortages may negatively impact the number of golf rounds played, as golf courses in affected areas may require repair or have more limited availability. Climate change and natural disasters such as earthquakes, hurricanes and tsunamis, whether occurring in the United States or abroad, and their related consequences and effects, including energy shortages and public health issues, could also disrupt our operations or the operations of our Topgolf franchisees and licensees, the operations of our vendors, which may negatively impact our results of operations and financial condition.
Acts or threats of violence at or near our owned or franchised Topgolf venues, including civil unrest, customer intimidation, interpersonal violence, active shooter situations and terrorism, could adversely impact our sales, which could materially adversely affect our business, operating results, cash flows and financial condition.
Any act or threat of violence at or near our owned or franchised Topgolf venues, including civil unrest, customer intimidation, interpersonal violence, active shooter situations and terrorist activities, may result in personal injury or death, property damage, restricted access to our venues, venue closures, or any combination of the foregoing, in the short-term and, in the long-term, may cause our customers and staff to avoid our venues. Any such situation could adversely impact customer traffic and spending on game play and food and beverages at our venues and make it more difficult to fully staff our venues, any of which could materially adversely affect our business, operating results, cash flows and financial condition.
Risks Related to Regulations
The Company, includingWe, as well as our Topgolf and its franchisees and licensees, are subject to many federal, state, local and foreign laws, as well as other statutory and regulatory requirements, with which compliance is both costly and complex. Failure by the Companyus or Topgolf and itsour franchisees or licensees to comply with, or changes in these laws or requirements, could have an adverse impact on itsour business.
The Company isWe are subject to extensive federal, state, local and foreign laws and regulations, as well as other statutory and regulatory requirements. In particular, the Topgolf business is subject to extensive regulations, including, among others:
•nutritional content labeling and disclosure requirements;
•food safety regulations;
•employment regulations;
•the PPACA;
•the ADA and similar state laws;
•data privacy, direct marketing and cybersecurity laws;
•environmental, health and human safety laws and regulations;
•laws and regulations related to franchising and licensing operations;
•FCPA and other similar anti-bribery and anti-kickback laws; and
•laws regarding sweepstakes and promotional contests.
The Company isWe are also subject to U.S. financial services regulations, a myriad of consumer protection laws, including economic sanctions, laws and regulations, anticorruption laws, escheat regulations and data privacy, direct marketing and securitycybersecurity regulations. We may also become subject to laws relating to our use of artificial intelligence and machine learning technologies in our business. Changes to legal rules and regulations, or interpretation or enforcement of them, could increase the Company’sour cost of doing business, affect itsour competitive abilities, and increase the difficulty of compliance. Failure to comply with regulations may have an adverse effect on the Company’sour business, including the limitation, suspension or termination of services provided to, or by, third parties, and the imposition of penalties or fines.
Many of Topgolf’sour Topgolf franchisees and licensees are also subject to these or similar laws and regulations in the jurisdictions in which they operate. The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, uncertainty around future changes in laws made by new regulatory administrations or Topgolf’s, itsour, or our franchisees’ and its licensees’ inability to respond effectively to significant regulatory or public policy issues, could increase compliance and other costs of doing business and, therefore, have an adverse effect on Topgolf’sour results of operations or the results of operations of Topgolf franchisees and licensees. Failure to comply with the laws and regulatory requirements of applicable federal, state, local and foreign authorities could result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability. In addition, certain laws, including the ADA, could require Topgolfus to expend significant funds to make modifications to itsour venues if it failswe fail to comply with applicable standards. Compliance with all of these laws and regulations, including any future changes in these laws or requirements, can be costly and can increase exposure to litigation or governmental investigations or proceedings.
ChangesCompliance with and changes in or any failure to comply with, data privacy laws, regulations, standards and standardsother requirements, and any actual or perceived failure by us to comply with such requirements, may adversely affect the Company’sour business.
Data privacy and data security have becomeis a significant issuesissue in the United States, Europe, China, and in many other jurisdictions in which the Company operates. Thewe operate. Global regulatory frameworkframeworks for data privacy and security issues worldwide isare rapidly evolving and isare likely to remain uncertain and continue evolvingchanging for the foreseeable future. Federal, state orand foreign government bodies or agencies have in the past adopted, and may in the futurecontinue to adopt, additional laws, regulations and regulations affectingstandards that apply to us and our vendors governing data privacy.privacy, direct marketing, cybersecurity, consumer protection and other issues related to the processing of personal information. In the United States, these include rules and regulations promulgated under the authority of federal agencies, such as the Federal Trade Commission (FTC)(“FTC”), and state attorneys general and legislatures and consumer protection agencies. For
At the federal level, for example, the FTC Act grants the FTC authority to enforcetake enforcement actions against unfair“unfair or deceptive practices, which thepractices.” The FTC has interpreted the FTC Act to require companies’ practices with respectcompanies to handle personal information complyin compliance with the commitments posted in their privacy policies.policies and to adequately protect personal information. With respect to the use of personal information for direct marketing, purposes,advertising and other activities conducted by telephone, email and the Internet, we are subject to the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM Act)(“CAN-SPAM Act”), which establishes specific requirements for commercial email messages and specifies penalties for the transmission of commercial email messages that are intended to deceive the recipient as to source or content, and obligates, among other things, the sender of commercial emails to provide recipients with the ability to opt out of receiving future commercial emails from the sender. Further, the Telephone Consumer Protection Act (TCPA)(“TCPA”), which restricts telemarketing and the use of technologies that enable automatic calling and/or SMS messaging without proper customer consent, and is a particularly highly litigated issue. issue with numerous class action lawsuits filed in recent years resulting in multi-million dollar settlements to the plaintiffs.
Many U.S. states in the United States have recently enacted statutes and rules governing the ways in which businesses may collect, use, and retainprocess personal information. One suchFor example, iswe are subject to the California Consumer Privacy Act (“CCPA”), which came into effect in 2020. In addition, the California Privacy Rights Act (“CPRA”) was passed in November 2020 and took effect in January 2023 (with respect to information collected from and after January 2022), and significantly modified the CCPA, including by creating a new state agency that is vested with authority to implement and enforce the CCPA and CPRA. Moreover, otherOther states including Nevada, Virginia, Utah, and Colorado, have also passed and may continue to pass similar privacy-related laws whose restrictions and requirements differ from those of California, which could require us to design, implement and maintain different types of state-based, privacy-related compliance controls and programs simultaneously in multiple states. Similar laws relating to data privacy and security have been proposed at the federal level as well. Such laws can be enforced by state regulators (and the CCPA has a limited private right of action) and require, amongst other things, disclosures to individuals regarding our processing of personal information, providing rights to access, delete, correct and opt out of certain uses and disclosures of their personal information (including for advertising purposes). However, these laws have potentiallyoverlapping but conflicting requirements that add additional complexity and potential legal risk, could make compliance even more challenging, require us to expend significant resources to come into compliance, and restrict our ability to process certain personal information. information and could result in changes to business practices and policies.
Internationally, many jurisdictions in which the Company operateswe operate in have established or enhanced their own data security and privacy legal framework with which the Companywe or itsour customers must comply, including but not limited to, the European Union’s General Data Protection Regulation (“EU GDPR”), the United Kingdom General Data Protection Regulation and Data Protection Act (“UK GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”), which imposes stringent operational requirements, including for example, requiring expanded disclosures about how personal data is used, limitations on retention of information, mandatory data breach notification obligations, and higher standards for obtaining consent to process personal data. The GDPR provides that EU member states may make their own additional laws and regulations in relation to certain data processing activities.information. Recent legal developments in the EU have created complexity and uncertainty regarding cross-border transfers of personal information from the EU to “third countries,” especiallyoutside Europe, including the United States. For example, in 2020, the Court of Justice ofWe currently rely on the EU invalidated the EU-U.S. Privacy Shield Framework (a mechanism for the transfer of personal informationstandard contractual clauses, UK Addendum to the EU fromstandard contractual clauses and the US)UK International Data Transfer Agreement, as relevant, to transfer personal data outside the EEA and made clear thatthe UK with respect to both intragroup and third party transfers. However, reliance on standard contractual clauses (another mechanism for the transfer of personal information outside of the EU) alone may not be sufficient in all circumstances. and we expect the existing legal complexity and uncertainty regarding international personal data transfers to continue. In March 2022,particular, we expect the US and EU announced a new regulatory regime intended to replace the invalidated regulations; however, this new EU-US Data Privacy Framework has not been implemented beyond an executive order signed by President Biden on October 7,
2022 on Enhancing Safeguards(another mechanism for United States Signals Intelligence Activities. European courttransfers of data outside Europe) to be challenged and regulatory decisions subsequentdata transfers to the CJEU decision of July 16, 2020 have taken a restrictive approachU.S. and other jurisdictions more generally to internationalcontinue to be subject to enhanced scrutiny by regulators. As regulatory guidance and enforcement landscape in relation to data transfers. As supervisory authorities issue further guidance on personal data export mechanisms, including circumstances where the SCCs cannot be used, and/or start taking enforcement action,exports continue to develop, we could sufferexperience additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our operations and financial results. In addition, since the beginning of 2021, after the end of the transition period following the UK’s departure from the European Union, we are also subject to the UK data protection regime, which imposes separate but similar obligations to those under the GDPR and comparable penalties, including fines of up to £17.5 million or 4% of a noncompliant company’s global annual revenue for the preceding financial year, whichever is greater.
In many jurisdictions, enforcement actions and consequences for noncompliance are also rising. In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to the Company.us. The changing legal and regulatory landscape could in the future further limit our ability to use and share personal information and require changes to our operating model. Any inability or perceived inability to adequately address data privacy and security concerns, even if unfounded, or comply with applicable data privacy, direct marketing, cybersecurity and data securityconsumer protection laws, regulations, standards, and policies,other requirements, could result in additional compliance costs, proceedings (including class actions) and regulatory action, penalties and liability to the Company,us, damage itsto our reputation, an erosion of trust and changes to our business. If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affect its business.affected.
Regulations related to “conflict minerals” require the Companyus to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing the Company’sour products.
The Commission’s rules require disclosure related to sourcing of specified minerals, known as conflict minerals, that are necessary to the functionality or production of products manufactured or contracted to be manufactured by public companies. The rules require companies to, under specified circumstances, undertake due diligence, disclose and report whether or not such minerals originated from the Democratic Republic of Congo or an adjoining country. The Company’sOur products may contain some of the specified minerals. As a result, the Company incurswe incur additional expenses in connection with complying with the rules, including with respect to any due diligence that is required under the rules. In addition, the Commission’s implementation of the rules could adversely affect the sourcing, supply and pricing of materials used in the Company’sour products. There may only be a limited number of suppliers offering “conflict free” conflict minerals, and the Companywe cannot be certain that itwe will be able to obtain necessary “conflict free” minerals from such suppliers in sufficient quantities or at competitive prices. Because the Company’sour supply chain is complex, the Companywe may also not be able to sufficiently verify the origins of the relevant minerals used in the Company’sour products through the due diligence procedures that the Company implements,we implement, which may harm the Company’sour reputation.
We could be adversely affected by any violations of economic sanctions laws and regulations, the FCPA, the U.K. Bribery Act, and other foreign anti-bribery laws.
The FCPA generally prohibits companies and their intermediaries from making improper payments to non-U.S. government officials for the purpose of obtaining or retaining business. Other countries in which the Company operateswe operate also have anti-bribery laws, some of which prohibit improper payments to government and non-government persons and entities, and others (e.g., the FCPA and the U.K. Bribery Act) extend their application to activities outside of their country of origin. Economic and trade sanctions laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, and foreign jurisdictions impose requirements on the Company’sour operations and may prohibit or restrict transactions in certain countries and with certain designated persons. The Company’sOur policies mandate compliance with all applicable anti-bribery and sanctions laws. In certain regions of the world, strict compliance with anti-bribery laws may conflict with local customs and practices. In addition, the Companywe may conduct business in certain regions through intermediaries over whom the Company haswe have less direct control, such as subcontractors, agents, and partners (such as joint venture partners). Although the Company haswe have implemented policies, procedures, and, in certain cases, contractual arrangements designed to facilitate compliance with applicable economic and trade sanctions and anti-bribery laws, the Company’sour officers, directors, employees, associates, subcontractors, agents, and partners may take actions in violation of the Company’sour policies, procedures, contractual arrangements, economic sanctions and anti-bribery laws. Any such violation, even if prohibited by the Company’sour policies, could subject the Companyus and such persons to criminal and/or substantial civil penalties or other sanctions, which could have a material adverse effect on the Company’sour business, financial condition, cash flows, and reputation.
The Company isWe are subject to environmental, health and safety laws and regulations, which could subject the Companyus to liabilities, increase itsour costs or restrict itsour operations in the future.
The Company’sOur properties and operations are subject to a number of environmental, health and safety laws and regulations in each of the jurisdictions in which the Company operates.we operate. These laws and regulations govern, among other things, air emissions, water discharges, handling and disposal of solid and hazardous substances and wastes, soil and groundwater contamination and employee health and safety. The Company’sOur failure to comply with such environmental, health and safety laws and regulations could result in substantial civil or criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring remedial or corrective measures, installation of pollution control equipment or other actions. The Company,We, and in particular the Topgolf business as an operator, and/owner, or ownerboth of the properties on which the venues are situated, may also be subject to liability for environmental investigations and cleanups, including at properties that the Companywe currently or previously owned or operated, even if we did not cause or know of such contamination, was not caused or known by the Company, and the Companywe may face claims alleging harm to health or property or natural resource damages arising out of contamination or exposure to hazardous substances. Liability under environmental laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocating the responsibility.
We may also be subject to similar liabilities and claims in connection with locations at which hazardous substances, contaminates or wastes the Company haswe have generated have been stored, treated, otherwise managed, or disposed. In addition, Topgolf’sour lease agreements for Topgolf venues typically provide that Topgolfwe will indemnify the landlord for environmental conditions which may be found on or about the leased property. Accordingly, should unknown contamination be discovered at any of the properties Topgolf owns, operateswe own, operate or leases,lease, or should a release of hazardous material occur at one of these properties, Topgolfwe could be required to investigate and clean up the release and could also be held responsible to a governmental entity or third parties for property or natural resource damage, personal injury and investigation and clean-up costs incurred by them in connection with the contamination, and these costs and liabilities could be substantial. TopgolfWe may also be subject to liability under environmental laws as a result of contamination at properties we, or our predecessors in interest, previously owned or operated by Topgolf or its predecessors in interest or for third-party contaminated facilities to which it haswe have sent waste for treatment or disposal. In the past, certain construction activities driven by Topgolf’sour development plans at certain sites (such as the removal of excess soil or the de-watering of shallow groundwater to install targets) have exposed, and any similar construction activities Topgolf undertakeswe undertake at other sites in the future may also expose, soil or water that has been contaminated from historical activities at the site which must be disposed of or otherwise handled or addressed in accordance with applicable environmental laws. With respect to any of the properties Topgolf owns, operateswe own, operate or leases,lease, the presence of contaminants (including as a result of failure to properly dispose of or otherwise handle or address any contaminants exposed by construction activities), or the failure to properly remediate a property, may impair Topgolf’sour ability to use, mortgage or sell that property in the future. As a result, any of these events, and the environmental conditions at or related to the Company’sour other current or former properties or operations, and/or the costs of complying with current or future environmental, health and safety requirements (which have become more stringent and complex over time), could materially adversely affect the Company’sour business, financial condition and results of operations.
Increased scrutiny and changing expectations from investors, consumers, employees, regulators, and others regarding our environmental, social and governance practices and reporting could cause us to incur additional costs, devote additional resources and expose us to additional risks, which could adversely impact our reputation, customer attraction and retention, access to capital and employee recruitment and retention.
Companies across all industries are facing increasing scrutiny related to their environmental, social and governance (“ESG”) practices and reporting. Investors, consumers, employees and other stakeholders have focused increasingly on ESG practices and placed increasing importance on the implications and social cost of their investments, purchases and other interactions with companies. With this increased focus, public reporting regarding ESG practices is becoming more broadly expected.
Through our sustainability initiatives, we are committed to improving our ESG practices and have launched projects, and may from time to time set targets, with respect to improving our ESG practices. Our ability to execute on those projects and meet any targets are subject to risks and uncertainties, many of which are beyond our control, including the evolving regulatory requirements affecting ESG standards and disclosures, in the United States, the European Union and other jurisdictions in which we operate; the availability of suppliers that can meet sustainability, diversity and other ESG standards that we may set; our ability to recruit, develop and retain diverse talent; and the availability and cost of sustainable energy and raw materials used in our operations.
If we fail, or are perceived to be failing, to meet the standards included in any ESG disclosure or the expectations of our various stakeholders, it could negatively impact our reputation, customer attraction and retention, access to capital and employee retention. In addition, our failure to comply with any applicable rules or regulations could lead to penalties and adversely impact our reputation, customer attraction and retention, access to capital and employee retention.
Risks Related to Tax and Financial Matters
Changes in tax laws and unanticipated tax liabilities could adversely affect the Company’sour effective income tax rate and profitability.
The Company isWe are subject to income taxes in the United States and numerous foreign jurisdictions. The Company’sOur effective income tax rate in the future could be adversely affected by a number of factors, including: changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, the outcome of income tax audits in various jurisdictions around the world, and any repatriation of non-U.S. earnings for which the Company has not previously provided for U.S. taxes. The Companyworld. We regularly assessesassess all of these matters to determine the adequacy of itsour tax provision.
In addition, new income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, or interpreted, changed, modified or applied adversely to the Company,us, any of which could adversely affect the Company’sour business operations and financial performance. In particular, the U.S. government may enact significant changes to the taxation of business entities including, among others, a permanent increase in the corporate income tax rate, an increase in the tax rate applicable to the global intangible low-taxed income and elimination of certain exemptions, and the imposition of minimum taxes or surtaxes on certain types of income. The Company isWe are currently unable to predict whether such changes will occur and, if so,such changes occur, the ultimate impact on itsour business. To the extent that such changes have a negative impact on the Company, or itsus, our suppliers or customers, including as a result of related uncertainty, these changes may materially and adversely impact the Company’sour business, financial condition, results of operations and cash flows.
The Company’sOver the past several years, the Organisation for Economic Co-operation and Development (the “OECD”) has been working on a base erosion and profit shifting (“BEPS”) project that seeks to establish certain international standards for taxing the worldwide income of multinational companies. As part of the OECD’s BEPS project, over 130 member jurisdictions of the OECD Inclusive Framework have joined the Two-Pillar Solution to Address the Tax Challenges of the Digitalisation of the Economy, which includes a reallocation of taxing rights among jurisdictions and a global minimum tax rate of 15%. As a result of these developments, the tax laws of certain countries in which we do business could change on a prospective or retroactive basis, and any such changes could increase our liabilities for taxes, interest and penalties, and therefore could materially adversely affect our business, financial condition, results of operations and cash flows.
Our ability to utilize all or a portion of itsour U.S. deferrednet operating losses and certain other tax assetsattributes may be subject to limitations.
The Company hasWe have a significant amount of U.S. federal and state deferred tax assets, which include net operating loss carryforwards (“NOLs”) and tax credit carryforwards. The Company’sOur ability to utilize itsour NOLs and tax credits to offset future taxable income and income tax liabilities may be deferred or limited significantly if the Companywe were to experience an “ownership change” within the meaning of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an ownership change will occur if there is a cumulative change in ownership of the Company’sour stock by “5-percent shareholders” (as defined in the Code) that exceeds 50 percentage points over a rolling three-year period. The determination of whether an ownership change has occurred for purposes of Sections 382 and 383 of the Code is complex and requires significant judgment. The extent to which the Company’sour ability to utilize itsour NOLs and tax credits is limited as a result of such an ownership change depends on many variables, including the value of the Company’sour stock at the time of the ownership change. The CompanyWe determined that an ownership change with respect to the Company occurred on the date of the Topgolf merger. In addition, Topgolf experienced an ownership change subsequent to the Topgolf merger. As such, each of the Company and Topgolf iswe are subject under Sections 382 and 383 of the Code to a limitation on the utilization of itsour NOLs and tax credits. However, these limitations are not expected to have any material impact on the Company.us. In addition, the Companywe may experience ownership changes in the future as a result of subsequent shifts in the Company’sour stock ownership, some of which changes are outside of the Company’sour control. The Company continuesWe continue to monitor changes in itsour ownership. If any further ownership change were to occur in any three-year period and the Companywe were limited in the amount of NOLs and tax credits itwe could use to offset taxable income or liability for income taxes, the Company’sour results of operations and cash flows may be adversely impacted.
In addition, Topgolf’sour NOLs and tax credits acquired in the Topgolf merger are presently expected to be subject to “separate return limitation year” limitations. Separate return limitation year NOLs and tax credits can only be used in years that both the consolidated group and the entity that created such NOLs and tax credits have taxable income or income tax liabilities, which may significantly limit the Company’sour ability to utilize Topgolf’s acquiredsuch NOLs and tax credits in the future.
Our obligations and certain financial covenants contained under itsour existing credit facilities expose itus to risks that could materially and adversely affect itsour liquidity, business, operating results, financial condition and limit the Company’sour flexibility in operating itsour business, including the ability to make any dividend or other payments on itsour capital stock.
The Company’sOur primary revolving credit facility is a senior secured asset-based revolving credit facility (as amended, the “ABL“ New ABL Facility”), comprised of a U.S. facility, a German facility, a Canadian facility and a United Kingdom/Dutch facility, in each case subject to borrowing base availability under the applicable facility. The CompanyWe also maintainsmaintain a Japan revolving credit facility, subject to borrowing base availability (as amended, the “2022 Japan ABL Credit Facility”), and a Topgolf revolving credit facility (as amended, the “Topgolf Revolving Facility”). The amounts outstanding under the New ABL Facility are secured by a first priority lien on certain assets, including cash (to the extent pledged by the Company)us), certain intellectual property, certain eligible real estate, inventory and accounts receivable of the Company and the Company’sits subsidiaries in the United States, Germany, Canada, the Netherlands and the United Kingdom (other than Topgolf and its subsidiaries and certain other excluded subsidiaries) and a second-priority lien on substantially all of the Company’s and suchits subsidiaries’ other assets. The amounts outstanding under the 2022 Japan ABL Credit Facility are secured by certain assets, including eligible inventory and eligible accounts receivable. The amounts outstanding under the Topgolf Revolving Facility are secured by substantially all of the assets of Topgolf and its subsidiaries (subject to certain excluded subsidiaries). The maximum availability under the New ABL Facility fluctuates with the general seasonality of the business, and increases and decreases with the changes in the Company’sour and itsour applicable subsidiaries’ assets that are included in the applicable borrowing base, including certain inventory and account receivable balances.balances, pledged cash, certain intellectual property and certain eligible real estate.
In addition to the revolving and ABL facilities described above, the Company iswe are also the borrower under a senior secured term loan B facility (as amended, the “Term“2023 Term Loan Facility”B”) that is guaranteed by the Company’sour U.S. subsidiaries (other than Topgolf and its subsidiaries and certain other excluded subsidiaries), and Topgolf is the borrower under a senior secured term loan facility (as amended, the “Topgolf Term Loan Facility”) that is guaranteed by Topgolf’s US subsidiaries (subject to certain excluded subsidiaries). The 2023 Term Loan FacilityB is secured by a first-priority lien on the assets of the obligors thereunder (other than those for which the New ABL Facility has a first-priority lien and certain excluded assets), and a second-priority lien on the assets for which the New ABL Facility has a first-priority lien. The Topgolf Term Loan Facility is secured by substantially all of the assets of Topgolf and its guarantor subsidiaries.
The New ABL Facility, the 2022 Japan ABL Credit Facility and the 2023 Term Loan Facility, the Topgolf Revolving Facility, and the Topgolf Term Loan FacilityB (collectively, the “Facilities”) include certain restrictions including, among other things, restrictions on the incurrence of additional debt, liens, dividends, stock repurchases and other restricted payments, asset sales, investments, mergers, acquisitions and affiliate transactions. Such limitations include restrictions on the amount the Companywe can pay in annual cash dividends, including meeting certain restrictions on the amount of additional indebtedness and, in the case of the New ABL Facility, requirements to maintain a certain fixed charge coverage ratio under certain circumstances. If the Company experienceswe experience a decline in revenues or adjusted EBITDA, the Companywe may have difficulty paying interest and principal amounts due on itsour Facilities or other indebtedness and meeting certain of the financial covenants contained in the New ABL Facility or the Topgolf Revolving Facility. If the Company iswe are unable to make required payments under any of the Facilities, or if the Company failswe fail to comply with the various covenants and other requirements of any of the Facilities or other indebtedness, the Companywe would be in default thereunder, which would permit the holders of the indebtedness to accelerate the maturity thereof, which may also result in a cross-default under other Facilities or other indebtedness. Any default under any of the Facilities or other indebtedness could have a significant adverse effect on the Company’sour liquidity, business, operating results and financial condition and ability to make any dividend or other payments on the Company’sour capital stock. See Note 7. “Financing Arrangements” in the Notes to Consolidated Financial Statements in this Form 10-K for further discussion of the terms of the New ABL Facility, the 2022 Japan ABL Credit Facility and the 2023 Term Loan Facility, the Topgolf Revolving Facility, and the Topgolf Term Loan Facility.B.
The Company’sOur ability to generate sufficient positive cash flows from operations is subject to many risks and uncertainties, including future economic trends and conditions, demand for the Company’sour products and services, foreign currency exchange rates and other risks and uncertainties applicable to the Companyus and itsour business. No assurances can be given that the Companywe will be able to generate sufficient operating cash flows in the future or maintain or grow itsour existing cash balances. If the Company iswe are unable to generate sufficient cash flows to make itsour required payment obligations under the Facilities or to fund itsour business, the Companywe will need to increase itsour reliance on itsour New ABL Facility and the Topgolf Revolving Facility for needed liquidity. If itsour New ABL Facility or Topgolf Revolving Facility is not then available or sufficient and the Company iswe are not able to secure alternative financing arrangements, the Company’sour future operations would be materially, adversely affected.
The CompanyWe may need to raise additional funds from time to time through public or private debt or equity financings in order to execute itsour growth strategy.
The CompanyWe may need to raise additional funds from time to time in order to take advantage of opportunities, including the expansion of itsour business or the acquisition of complementary products, technologies or businesses; develop new products or expand existing lines of business, including the opening of new Topgolf venues; or respond to competitive pressures.
With respect to theour Topgolf business in particular, the Company’sour ability to fund the construction and opening of new Topgolf venues may depend on itsour ability to fund or otherwise secure financing for the associated development costs. Topgolf hasWe have historically financed the construction of venues through third-party developer or real estate financing companies. In these cases, while Topgolf iswe are still required to fund a portion of venue development costs itself, itsourselves, our financing partner will purchase or lease the land and fund a majority of venue development costs during and after construction, which reduces itsour required capital outlay. Should these or similar financing arrangements become less available to Topgolfus in the future, whether due to changes in relationships with financing partners, legal, regulatory or other changes, including the availability of sufficient amounts of financing and conditions in the global financing markets and Topgolf’sour prospects and credit ratings, that make these financing arrangements less attractive to them or any other reason, Topgolf’sour growth prospects would be materially and adversely affected. In addition, in cases where Topgolf iswe are not able to finance venue construction through one of itsour financing partners, The Companywe will be required to fund the full amount of venue development costs itself.ourselves. If the Company iswe are unable to finance the construction and development of new venues on acceptable terms or at all, or if the Companywe or itsour financing partners default on itsour or their respective obligations to fund construction, the Companywe could be required to delay, significantly curtail or eliminate planned openings of additional Topgolf venues, which could have a material adverse effect on the Company’sour business, financial condition and results of operations.
There can be no guarantee that the Companywe will be able to timely secure financing on favorable terms, or at all, for any of the foregoing purposes. Any capital raised through the sale of equity or securities convertible into equity will dilute the percentage ownership of holders of the Company’sour common stock. Capital raised through debt financing would require the Companyus to make periodic interest payments and may impose restrictive covenants on the conduct of itsour business. Furthermore, additional financings may not be available on terms economically favorable to the Company,us, or at all, especially during periods of adverse economic conditions, which could make it more difficult or impossible for the Companyus to obtain funding for the operation of itsour business, for making additional investments in product development and for repaying outstanding indebtedness. A failure to obtain any necessary additional funding could prevent the Companyus from making expenditures that may be required to grow itsour business or maintain itsour operations.
Increases in interest rates could increase the cost of servicing the Company’sour indebtedness and have an adverse effect on the Company’sour results of operations and cash flows.
The Company’sOur indebtedness outstanding under certain of itsour credit facilities, including the New ABL Facility, the 2022 Japan ABL Credit Facility and the Topgolf Facility,2023 Term Loan B, bears interest at variable rates. As a result, increases in interest rates increase the cost of servicing the Company’sour indebtedness and could materially reduce the Company’sour profitability and cash flows. Beginning in March 2022, the Federal Reserve began raising the federal funds rate in an effort to curb inflation and has signaled it expects additional rate increases in the future. Increased interest rates could also make it difficult for the Companyus to obtain financing at attractive rates, which could adversely impact the Company’sour ability to execute itsour growth strategy or future acquisitions. Additionally, rising interest rates could have a dampening effect on overall economic activity, which could have an adverse effect on the Company’sour business.
Goodwill and intangible assets represent a significant portion of the Company’sour total assets, and any impairment of these assets could negatively impact the Company’sour results of operations and shareholders’ equity.
The Company’sOur goodwill and intangible assets consist of goodwill from acquisitions, trade names, trademarks, service marks, trade dress, patents and other intangible assets. Accounting rules require the evaluation of the Company’sour goodwill and intangible assets with indefinite lives for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Such indicators include a sustained decline in the Company’sour stock price or market capitalization, adverse changes in economic or market conditions or prospects, and changes in the Company’sour operations.
An asset is considered to be impaired when its carrying value exceeds its fair value. The Company determinesWe determine the fair value of an asset based upon the discounted cash flows expected to be realized from the use and ultimate disposition of the asset. If in conducting an impairment evaluation the Company determineswe determine that the carrying value of an asset exceeded its fair value, the Companywe would be required to record a non-cash impairment charge for the difference between the carrying value and the fair value of the asset. If a significant amount of the Company’sour goodwill and intangible assets were deemed to be impaired, the Company’sour results of operations and shareholders’ equity would be significantly adversely affected.
General Risk Factors
The continuing impact of “Brexit” may have a negative effect on our business.
Following a national referendum and subsequent legislation, the United Kingdom formally withdrew from the European Union, commonly referred to as “Brexit,” and ratified a trade and cooperation agreement governing its future relationship with the European Union. Among other things, the agreement, which became effective in 2021, addresses trade, economic arrangements, law enforcement, judicial cooperation and governance. Because the agreement merely sets forth a framework in many respects that requires complex additional bilateral negotiations between the United Kingdom and the European Union, significant uncertainty remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal.
Brexit has led to legal uncertainty and divergent national laws and regulations as the United Kingdom continues to determine which European Union laws to replace or replicate, including financial laws and regulations, tax and customs laws, intellectual property rights, environmental, health and safety laws and regulations, employment laws and transport laws, which could increase the difficulty and cost of compliance.
We cannot yet predict the full implications of Brexit, including whether it will increase our operational costs or otherwise materially adversely affect the Company’s business, financial condition and results of operations.
The Company’sOur insurance policies may not provide adequate levels of coverage against all claims and the Companywe may incur losses that are not covered by itsour insurance.
The Company maintainsWe maintain insurance of the type and in amounts that the Company believeswe believe is commercially reasonable and that is available to businesses in itsour industry. The Company carriesWe carry various types of insurance, including general liability, auto liability, business interruption, workers’ compensation and excess umbrella, from highly-rated insurance carriers. Market forces beyond the Company’sour control could limit the scope of the insurance coverage that the Companywe can obtain in the future or restrict itsour ability to buy insurance coverage at reasonable rates. The CompanyWe cannot predict the level of the premiums that the Companywe may be required to pay for subsequent insurance coverage, the level of any deductible and/or self‑insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks. In the event of a substantial loss, the insurance coverage that the Company carrieswe carry may not be sufficient to compensate the Companyus for the losses the Company incurswe incur or any costs the Company is responsible for.
for which we are responsible.If the Company’sour estimates or judgments relating to itsour critical accounting policies prove to be incorrect, itsour financial condition and results of operations could be adversely affected.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases itsWe base our estimates on historical experience and on various other assumptions that the Company believeswe believe to be reasonable under the circumstances, as discussed below in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained in Item 7. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing the Company’sour consolidated financial statements include those related to revenue recognition; allowance for doubtful accounts; inventories; long-lived assets, goodwill and non-amortizing intangible assets; warranty policy; income taxes and provisional estimates due to the Tax Cuts and Jobs Act (the “Tax Act”) enacted in December 2017; share-based compensation; and foreign currency translation. The Company’sOur financial condition and results of operations may be adversely affected if itsour assumptions change or if actual circumstances differ from those in itsour assumptions, which could cause itsour results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the price of itsour common stock.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a global incident response plan.
We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. Our cybersecurity risk management program includes:
•risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;
•a cybersecurity team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;
•the use of external service providers and software, where appropriate, to monitor, assess, test or otherwise assist with aspects of our security controls;
•cybersecurity awareness training of our employees;
•a global incident response plan that includes procedures for responding to cybersecurity incidents; and
•a third-party risk management process for service providers and suppliers.
We have not identified risks from known cybersecurity threats, including as a result of prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. However, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with or effective in protecting our systems and information. Refer to “Item 1A. Risk Factors”, including “Cybersecurity incidents, including cyber-attacks, unauthorized access to, or accidental disclosure of, personal information including payment card information, that we or our vendors collects or stores on our behalf may result in significant expense and negatively impact our reputation and business,” for additional discussion about our cybersecurity risks.
Cybersecurity Governance
Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program.
The Audit Committee receives reports from management on our cybersecurity risks, typically at least twice per year. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity. The full Board of Directors also receives briefings from management on our cyber risk management program.
Our management team, including the leaders of our Global Information Technology and Information Security and Information Technology Compliance organizations, are responsible for assessing and managing our material risks from cybersecurity threats, including the primary responsibility for our overall cybersecurity risk management program, and supervision of both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team has over 90 years of combined experience in cybersecurity, risk, and compliance, and includes members with multiple cybersecurity and compliance certifications such as Certified Information Systems Security Professional (CISSP) from ISC2, Certified Information Systems Manager (CISM) from ISACA, Certified Information Systems Auditor (CISA) from ISACA, Security+ and Network+ from the Computing Technology Industry Association (CompTIA), Certified Ethical Hacker (C|EH) from EC-Council, and other technology certifications.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants we engage; and alerts and reports produced by security tools deployed in the IT environment.
Item 2. Properties
The Company and its subsidiariesWe conduct our business operations in both owned and leased properties. The Company’sOur principal properties include executive offices, golf club assembly, golf ball manufacturing, warehousing and distribution, sales offices, and Topgolf venues.
The Company’sOur principal executive offices are located in Carlsbad, California. The Company ownsWe own two buildings that are utilized in itsour Carlsbad operations, which include the Company’sour corporate offices, research and development, and pro-tour club assembly, in addition to the Company’sand our performance center.
In connection with its Topgolf business, the Company leases office space in Dallas, Texas and San Francisco, California, and in the United Kingdom and Sweden.
The Company leasesWe lease a majority of theour primary offices utilized by itsour wholly-owned subsidiaries for the sale of itsour products in the United States and internationally located in the United Kingdom, Germany, Japan, Korea, China, Australia, Canada, and India.
We also leaseslease various retail locations for the sale of itsour products. In the United States, the Company leases 39we lease 45 retail locations for the sale of itsour TravisMathew-branded products. In Germany and throughout Europe as well as in China, the Company leaseswe lease over 148157 retail locations for the sale of itsour Jack Wolfskin-branded products. The CompanyWe also leaseslease over 2224 retail locations in Japan for the sale of Callaway-branded products, in addition to sixfour locations for the sale of Jack Wolfskin products and twofour locations for the sale of TravisMathew products. In total we have 161 Jack Wolfskin retail locations, 49 TravisMathew retail locations, and 24 Callaway retail locations.
As of December 31, 2022, the Company2023, we had 7793 Company-owned and operated venues, including 88 Topgolf venues and one acquired venue throughout the United States, and four Company-operatedTopgolf venues in the United Kingdom. Of the 8193 Company-operated venues, over 80% are leased properties. We also lease four office spaces in Dallas, Texas, San Francisco, California, Chertsey, United Kingdom, and Stockholm, Sweden and three warehouses in Wood Dale, Illinois, Shepperton, United Kingdom, and New Castle, Australia. See “Part I, Item 1. Business Topgolf” for further details.
The Company leases itsWe lease our golf ball manufacturing plant in Chicopee, Massachusetts and golf club manufacturing facility in Monterrey, Mexico, and itsour distributions centers in Austin, Texas, Fort Worth, Texas, Swindon, England and Hamburg, Germany. The Company’s Topgolf business also leases warehouse space in Shepperton, United Kingdom.
Item 3. Legal Proceedings
The information set forth in Note 13. “Commitments & Contingencies”, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K is incorporated herein by this reference.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
The Company’sOur common stock is listed, and principally traded, on the New York Stock Exchange (“NYSE”). The Company’s symbol for itsour common stock is “MODG.” As of January 31, 2023,2024, the number of holders of record of the Company’sour common stock was 4,976.4,347.
Dividends are subject to liquidity, capital availability and quarterly determinations that cash dividends are in the best interests of itsour shareholders, and may be affected by, among other items, the Company’sour views on potential future capital requirements, projected cash flows and needs, changes to the Company’sour business model, and certain restrictions limiting dividends imposed by theour ABL Facilityfacilities (See Note 7. “Financing Arrangements” in the Notes to Consolidated Financial Statements in this Form 10-K). In August 2020, as part of the Company’sour effort to manage costs and capital allocation most efficiently, the Companywe announced the cessation of itsour quarterly dividends.dividends and we do not anticipate paying dividends in the foreseeable future.
The following graph presents a comparison of the cumulative total shareholder return of the Company’sour common stock since December 31, 20172018 to two indices: the Standard & Poor’s 500 Index (“S&P 500”) and the Standard & Poor’s 1500 Consumer Discretionary Index (“S&P 1500 Consumer Discretionary”). The S&P 500 tracks the aggregate price performance of equity securities of 500 large-cap companies that are actively traded in the United States, and is considered to be a leading indicator of U.S. equity securities. The S&P 1500 Consumer Discretionary tracks the aggregate price performance of equity securities from companies included in the S&P 1500 Consumer Discretionary that are classified as members of the GICS® consumer discretionary sector. In addition, because the Company has elected to change to the S&P 1500 Consumer Discretionary from the Standard & Poor’s 400 Midcap Index (the “S&P 400 Midcap”), which the Company used in its Annual Report on Form 10-K for the year ended December 31, 2021, the graph below also includes a comparison to the S&P 400 Midcap. The Company elected to change from the S&P 400 Midcap to the S&P 1500 Consumer Discretionary because the S&P 1500 Consumer Discretionary more closely aligns with the set of companies with which the Company compares itself for purposes of setting executive compensation. The graph assumes an initial investment of $100.00 at December 31, 20172018 and reinvestment of all dividends in MODG stock on the dividend payable date.
| | 2017 | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 |
| 2018 | | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 | | 2023 |
| Topgolf Callaway Brands (NYSE: MODG) | Topgolf Callaway Brands (NYSE: MODG) | $ | 100.00 | | | $ | 109.87 | | | $ | 152.30 | | | $ | 172.54 | | | $ | 197.20 | | | $ | 141.94 | |
| S&P 500 | S&P 500 | $ | 100.00 | | | $ | 93.76 | | | $ | 120.84 | | | $ | 140.49 | | | $ | 178.27 | | | $ | 143.61 | |
| S&P 1500 Consumer Discretionary | S&P 1500 Consumer Discretionary | $ | 100.00 | | | $ | 97.72 | | | $ | 122.83 | | | $ | 161.70 | | | $ | 201.22 | | | $ | 128.21 | |
| S&P 400 Midcap | $ | 100.00 | | | $ | 99.77 | | | $ | 108.55 | | | $ | 121.36 | | | $ | 149.53 | | | $ | 127.88 | |
|
The Company’sOur cumulative total shareholder return is based upon the closing prices of itsour common stock on December 31, 2017, 2018, 2019, 2020, 2021, 2022 and 20222023 of $13.93, $15.30, $21.20, $24.01, $27.44, $19.75 and $19.75,$14.34, respectively.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
2022 Repurchase Program
InOn May 26, 2022, the Company’swe announced that our Board of Directors authorized a $100.0 million share repurchase program (the “2022 Repurchase Program”) under which the Company iswe are authorized to repurchase shares of itsour common stock in the open market or in private transactions, subject to the Company’sour assessment of market conditions and buying opportunities. The repurchases will be made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, subject to market conditions, applicable legal requirements and other factors, and consistent with the terms of the Company’sour credit facilities, which define the amount of stock that can be repurchased. The repurchase program does not require the Companyus to acquire a specific number of shares and it will remain in effect until completed or until terminated by the Board of Directors. AsDuring the fourth quarter of December 31, 2022, no repurchases have been made2023, we repurchased 859,009 shares of our common stock under the 2022 Repurchase Program.Program at a weighted average price per share of $13.93, for a total cost of $11.9 million, excluding commissions.
Payroll Tax Withholding
The CompanyWe may repurchase shares by withholding a portion of employee restricted stock unit awards and performance share unit awards in order to satisfy payroll tax withholding obligations in connection with the vesting and settlement of such awards. The repurchaserepurchases of these awards by the Company in order to satisfy the payroll tax withholding obligations are not considered as purchases of shares of common stock under any of the Company’sour publicly announced repurchase programs.
The following table summarizes the Company’sour share repurchases during the fourth quarter of 2022. The Company’s2023. Our repurchases of shares of common stock are recorded at cost and result in a reduction of shareholders’ equity.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2022 |
| | |
| | Total Number of Shares Purchased(1) | | Weighted
Average Price
Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Program | | Maximum Dollar Value that May Yet Be Purchased Under the Program |
| |
| October 1, 2022 - October 31, 2022 | | 444 | | | $ | 17.12 | | | — | | | $ | 100,000,000 | |
| November 1, 2022 - November 30, 2022 | | — | | | — | | | — | | | 100,000,000 | |
| December 1, 2022 - December 31, 2022 | | 13,722 | | | 21.10 | | | — | | | 100,000,000 | |
| Total | | 14,166 | | | $ | 20.98 | | | — | | | $ | 100,000,000 | |
| | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2023 |
| | |
| | Total Number
of Shares
Purchased | | Weighted
Average Price
Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Program | | Maximum Dollar Value that May Yet Be Purchased Under the Program |
| |
| October 1, 2023 – October 31, 2023 | | 444 | | | $ | 13.06 | | | — | | | $ | 65,608,579 | |
| November 1, 2023 – November 30, 2023 | | 4,245 | | | 11.47 | | | — | | | 65,608,579 | |
| December 1, 2023 – December 31, 2023 | | 859,009 | | | 13.93 | | | 859,009 | | | 53,667,485 | |
| Total | | 863,698 | | | $ | 13.92 | | | 859,009 | | | $ | 53,667,485 | |
| | | | | | | | |
|
DuringOther than shares repurchased under the three months ended December 31, 2022 Repurchase Program, during the Companyfourth quarter of 2023, we repurchased 14,1664,689 shares of itsour common stock at an average cost per share of $20.98,$11.62, for a total cost of $0.3$0.1 million, which were related to shares withheld to satisfy payroll tax withholding obligations as described above.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Consolidated Financial Statements, the related notes and the section “Important Notice to Investors Regarding Forward-Looking Statements” that appear herein. This section of this Annual Report on Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions related to 2021 items and year-to-year comparisons between 2022 and 2021. Discussions related to 2020 items and year-to-year comparisons between 2021 and 2020 that are not included in this Annual Report on Form 10-K can be found in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’sour Annual Report on Form 10-K for the year ended December 31, 2021,2022, which was filed with the SEC on March 1, 2022.2023.
Critical Accounting Estimates
The Company’sOur discussion and analysis of itsour results of operations, financial condition and liquidity are based upon the Company’sour consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).GAAP. The preparation of these financial statements requires the Companyus to make estimates and assumptions that affect the reported amounts of assets, liabilities, shareholders’ equity, revenues and expenses, as well as related disclosures of contingent assets and liabilities. The Company bases itsWe base our estimates and assumptions on historical experience and other assumptions that management believeswe believe are reasonable under the circumstances at that time. Actual results may materially differ from these estimates under different assumptions or circumstances. The Company reviews itsWe review our estimates on an ongoing basis to ensure that its estimates appropriately reflect changes in itsour business and new information is appropriately reflected as it becomes available.
Management believesWe believe the critical accounting estimates discussed below affect itsour more significant estimates and assumptions used in the preparation of itsour consolidated financial statements. For a complete discussion of all of the Company’sour significant accounting policies, see Note 2. “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements in this Form 10-K.
Sales Programs
The amount of revenue the Company recognizeswe recognize is based on the amount of consideration itwe ultimately expectsexpect to receive from customers, which involves certain estimates and assumptions, including estimates for sales returns as well as estimates for our short-term sales programs, sales promotions and price concessions. These estimates are based on amounts earned by the Company or expected to be claimed by customers on the related sales.
Sell-through promotions are short-term sales programs that are generally offered throughout the product’s life cycle, which is approximately two years. Price reductions and price concessions are generally offered at the end of the product’s life cycle. The Company calculates an estimated rate related to these programs that is based on a combination of historical and forecasted data. The Company records a reduction to net revenues using this rate at the time of the sale and monitors this rate against actual results and forecasted estimates. Adjustments to the rate are made as necessary in order to reflect the amount of consideration the Company expects to receive from its customers. If the actual variable consideration is significantly different than the accrued estimates, the Company may be exposed to adjustments to revenue that could be material. Assuming there had been a 10% increase in the rate used toWe record sales program incentives, income before taxes for the year ended December 31, 2022 would have decreased by approximately $2.8 million.
The Company records an estimate for anticipated returns at the time the sale is recognized. This estimate is based on historical returns data as well as current economic trends, changes in customer demands and the sell-through of products. If the actual sales returns are significantly different than the recorded estimated amount, the Companywe may be exposed to material losses or gains that could be material.gains. Assuming there had been a 10% increase over the recorded estimated sales returns reserve for the year ended December 31, 2022,2023, pre-tax income would have decreased by approximately $5.5$5.6 million, net of the cost recovery of inventory.
Sell-through promotions such as price reductions and price concessions are short-term sales programs that are generally offered throughout the product’s life cycle, which is approximately two years, and are generally offered at the end of the product’s life cycle. We calculate an estimated rate related to these programs which is based on a combination of historical and forecasted data. We record a reduction to net revenues using this rate at the time of the sale and monitor this rate against actual results and forecasted estimates. Adjustments to the rate are made as necessary in order to reflect the amount of consideration we expect to receive from our customers. If the actual amount of variable consideration is significantly different than our accrued estimates, we may be exposed to adjustments to revenue that could be material. Assuming there had been a 10% increase in the rate used to record sales program incentives, pre-tax income for the year ended December 31, 2023 would have decreased by approximately $2.2 million.
Excess and Obsolescence Reserves
Inventories are recorded at the lower of cost or net realizable value, which includes a reserve for excess, obsolete and/or unmarketable inventory. The Company estimates theWe estimate this reserve based upon current inventory levels, sales trends and historical experience as well as management’sour estimates of market conditions and forecasts of future product demand, all of which are subject to change. In addition, the Company considerswe consider inventory aging, forecasted consumer demand and pricing, regulatory (USGA and R&A) rule changes, the promotional environment and technological obsolescence, all of which requires management to makerequire a significant amount of assumptions and apply significant judgment.
If these estimates are inaccurate or change, the Companywe may needbe exposed to increase itsadjustments to our inventory reserve which could significantlymaterially impact our operating results. Assuming there had been a 10% increase in the inventory reserve for the year ended December 31, 2022,2023, pre-tax income would have decreased by approximately $1.8 $2.3 million.
LeasesBusiness Combinations
The Company enters into complex build-to-suit arrangements in connection with its Company-operated venues operations which often resultsWe apply the guidance within Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, when accounting for our acquisitions to determine whether a transaction is the acquisition of assets, or the acquisition of a business on the date of the acquisition. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Additionally, the acquisition of a business requires us to make significant estimates and judgements when assigning fair value to any assets and liabilities assumed. We may use, amongst other things, certain estimates related to expected future revenues, growth rates, cash flows, discount rates and uncertain tax positions and valuation allowances to assign a value to certain acquired assets. If we receive new information within the twelve month allowable measurement period about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date, we may adjust the purchase price allocation in the Company controllingreporting period in which the underlying ground thatamounts are determined. Any subsequent adjustments recorded after the venue is built on, the building, or both during the construction period. Under these arrangements, the construction terms, financing and eventual lease are agreed to prior to the construction period. In most cases, the construction is financed by a third-party real estate financing partner (the legal ownerconclusion of the property). Duringallowable twelve month measurement period or final determination of the construction period, when the Company is deemedvalues of assets acquired or liabilities assumed are recorded to our consolidated statements of operations.
Our estimates of fair value are based upon assumptions we believe to be in control of the underlying assets, the Company records the asset as if ownedreasonable at that time, but which are inherently uncertain and unpredictable. As a corresponding construction advance. Once the construction is completed, the Company applies sale-lease back criteria to determine if control of the underlying assets is then transferred to the legal owner or whether the Company remains the accounting owner of the leased assets for accounting purposes. If control does not pass to the legal owner, it is considered a failed sale, and the assets are not derecognized while a deemed landlord finance (“DLF”) liability is recognized. If control passes to the legal owner, it is considered a sale, and the assets are derecognized, and a gain or loss is recognized based on the fair value of the asset. The fair value is determined on the basis of the price that would be received to sell the asset in an orderly transaction between market participants, which is derivedresult, actual results may differ from real estate broker valuations and market comparatives. An operating lease is recognized upon leasing back the assets from the legal owner.
The lease term for the ground lease and/or building lease for those properties controlled by the Company during the construction period depends on multiple factors, including the probability that the Company will exercise any renewal options beyond the initial lease term. When applicable, the Company uses historical practices and market trends to assess whether it is reasonably certain to exercise the renewal option. In certain Company-operated venues, the Company leases the underlying land from an independent third-party, with the Company assessing the lease classification as either an operating lease or finance lease on the basis of the relevant contract assumptions such as lease term and related payments. The Company must reassess the lease term upon the occurrence of certain discrete events that are in the control of the lessee (e.g., installing significant leasehold improvements) or if there is a lease modification. This lease term reassessment may impact the recorded right-of-use assets and lease classification, which could be material.estimates.
Impairment of Goodwill and Intangible Assets
The Company evaluatesIn accordance with FASB ASC 350, Intangibles—Goodwill and Other, we evaluate the recoverability of itsour goodwill and indefinite-lived intangible assets at least annually or more frequently whenever indicators are present that the carrying amounts of these assets may not be fully recoverable. To determine fair value, the Company useswe use discounted cash flow estimates, discounted at an appropriate rate, quoted market prices, royalty rates when available and independent appraisals as appropriate. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair valueThese estimates are subjective in nature and is recorded as a reduction in the carrying value of the assetinvolve significant uncertainties and a charge to earnings. The Company uses itsjudgements. We use our best judgment based on current facts and circumstances related to itsour business when making these estimates. However,estimates, however, if actual results are not consistent with the Company’sour estimates and assumptions used in calculating future cash flows and asset fair values, the Companywe may be exposed to impairment losses that could be material. An impairment loss is measured as the excess of the carrying amount of the asset over its estimated fair value. An impairment loss is recorded as a reduction to the carrying value of the asset and a charge to earnings in the period in which the impairment loss occurred.
We perform our goodwill impairment assessment at the reporting unit level using a combination of an income approach and a market approach. The income approach valuation method requires us to make projections of revenue, gross margin, operating expenses, and working capital over a multi-year period, and also includes weighted average cost of capital estimates, which reflect the relative risk of an investment. The market approach valuation method determines fair value by utilizing earnings multiples of comparable public companies or interests, which reflect the market in which each relative reporting unit operates, as well as recent comparable market transactions.
As a result of our goodwill impairment assessment performed as of December 31, 2023, no goodwill impairments were necessary during 2023, and there was a significant cushion between the fair value of our goodwill and its related carrying value. We will continuously monitor each of our reporting units for any risk of future impairments which may occur if our current expectations of prospective results of operations, which may be influenced by market conditions and other factors, change.
For our indefinite-lived intangible assets, which primarily consist of our trade names, we estimate fair value based on an income approach using the relief-from-royalty method which assumes that, in lieu of ownership, a third-party would be willing to pay a royalty in order to derive a benefit from the trade name. This approach includes reviewing current licensing agreements, market benchmarking and performing branded product profitability assessments, among other factors, to assign an estimated royalty rate. Once a royalty rate is assigned, a discount rate is applied to the estimated future cash flows of the asset in order to determine the fair value of the trade names. As a result of our intangible asset impairment assessment performed as of December 31, 2023, we determined that the fair value of our intangible assets exceeded their relative carrying values, therefore, no intangible asset impairments were necessary during the current year.
Income Taxes
CurrentOur income tax expenseprovision/benefit and related income tax assets and liabilities are based on a combination of actual and expected future income, U.S. federal and foreign statutory income tax rates, and tax regulations and planning opportunities in the jurisdictions in which we operate. Significant judgement is required when interpreting the applicable tax laws and regulations in such jurisdictions, evaluating our uncertain tax positions, and assessing the likelihood of realizing tax benefits. We accrue an amount for our estimate of additional tax liability, including interest and penalties in income tax provision, for any uncertain tax positions taken or benefit is the amount of income taxes expected to be payabletaken in an income tax return. We review and update the accrual for uncertain tax positions as more definitive information becomes available. Actual results could differ from those judgements, and changes in judgements could materially affect our consolidated financial statements.
Certain income and expense items are accounted for differently for financial reporting and income tax purposes where tax regulations may require certain items to be included in our tax return at different times than when these items may be reflected in our financial statements. As a result, the income tax provision or receivable forbenefit reflected in our consolidated statements of operations may differ from our tax returns filed with the current year. Aapplicable taxing authorities. These differences may be permanent or temporary, depending on their nature and the applicable tax regulations related to them, and as such, may create deferred income tax assetassets and liabilities, which are recognized on our consolidated balance sheet. Deferred income tax assets generally represent items that can be used as a tax deduction or liability is established for the difference between the tax basis of an asset or liability computed and its reported amount in the financial statements that will result in taxable or deductible amountscredit in future years when the reported amounttax returns for which we have already recorded a tax benefit in our consolidated statements of the asset or liability is recovered or settled, respectively. In accordance with the applicable accounting rules, the Company maintainsoperations. We may record a valuation allowance for ato reduce our deferred income tax asset when itassets if, based on all available evidence, we believe that some portion of the tax benefit is deemednot expected to be more likely than not that some or all of the deferred tax assets will not be realized. In evaluating whether a valuation allowance is required under such rules, the Company considers all available positive and negative evidence, including prior operating results, the nature and reason for any losses, its forecast of future taxable income, and the dates on which any deferred tax assets are expected to expire. These assumptions require a significant amount of judgment, including estimates of future taxable income, and are based on the Company’s best judgment at the time made based on current and projected circumstances and conditions.
For further information, see Note 12. “Income Taxes” in the Notes to Consolidated Financial Statements in this Form 10-K.
The Company accrues for the estimated additional amount of taxes for uncertain tax positions if it is deemed to be more likely than not that the Company would be required to pay such additional taxes. The Company is required to file federal and state income tax returns in the United States and various other income tax returns in foreign jurisdictions. The preparation of these income tax returns requires the Company to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by the Company. The Company accrues an amount for its estimate of additional tax liability, including interest and penalties in income tax expense, for any uncertain tax positions taken or expected to be taken in an income tax return. The Company reviews and updates the accrual for uncertain tax positions as more definitive information becomes available. Historically, additional taxes paid as a result of the resolution of the Company’s uncertain tax positions have not been materially different from the Company’s expectations. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. For further information, see Note 12. “Income Taxes”.
Business Combinations
The Company is required to make significant estimates and assumptions to determine the fair value of tangible and intangible assets acquired and liabilities assumed at the acquisition date, as well as the estimated useful life of those acquired intangible assets. Intangible assets may include the acquired company’s trade name, existing customer relationships, developed technology, patents and goodwill. Significant estimates and assumptions used to value intangible assets include expected future revenues, growth rates, cash flows and discount rates. In addition, significant estimates and assumptions are used in determining uncertain tax positions and valuation allowances, as well as the fair value of equity awards assumed. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.
Recent Accounting Pronouncements
Information regarding recent accounting pronouncements is contained in Note 22. “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements in this Form 10-K, which is incorporated herein by this reference.
Discussion of Non-GAAP Measures
In addition to the financial results contained in this report, which have been prepared and presented in accordance with GAAP, the Company haswe have also included supplemental information concerning the Company’sour financial results on a non-GAAP basis. This non-GAAP information includes the following:
•A constant currency measure on net revenues in order to demonstrate the impact of foreign currency fluctuations from foreign currencies on theseour results. This information represents an estimate for comparative purposes and is calculated by taking current period local currency results and translating them into U.S. dollars based on the foreign currency exchange rates for the applicable comparable prior period.
•Net income (loss) and diluted earnings (loss) per share excluding certain non-cash and non-recurring charges, as further detailed below.
•Same venue sales, which is defined as sales for the comparable Topgolf venue base, which includes Company-operated venues with at least 24 full fiscal months of operations as of the year of comparison.
The Company hasWe have included information in this report information to reconcile this non-GAAP information for the periods presented to the most directly comparable GAAP information. TheWe use such non-GAAP information presentedfor financial and operational decision-making purposes and as a means to evaluate the underlying performance of our business and in forecasting our business. Non-GAAP information in this report should not be considered in isolation or as a substitute for any measure derived in accordance with GAAP, and 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 of the underlying performance of its business and in forecasting the Company’s business going forward. Management believesWe believe that the presentation of such non-GAAP information, when considered in conjunction with the most directly comparable GAAP information, provides additional useful comparative information for investors in their assessment of the underlying performance of the Company’sour business.
Current Economic Conditions
Macroeconomic Factors
Our products and services are considered to be non-essential items and are therefore discretionary purchases for consumers. In addition, our Topgolf venues business also depends on corporate discretionary spending relative to its leisure and entertainment-based offerings. As a result, the demand for our products and services is highly sensitive to macroeconomic pressures. Such pressures could result in a decline in general consumer and corporate discretionary spending and as such, demand for our products and services may decline. While we generally try to mitigate the impact of such macroeconomic factors by closely monitoring changes in consumer retail spending behavior and through the implementation of various strategic initiatives, the continued fluctuation of these trends may have an adverse impact on our operating results depending on the severity and length of the changes.
Foreign Currency
A significant portion of the Company’sour business is conducted outside of the United States in currencies other than the U.S. dollar. As a result, changes in foreign currency rates can have a significant effect on the Company’s financial results. The Company entersTherefore, we enter into foreign currency forward contracts to mitigate the effects ofthat changes in foreign currency rates.rates may have on our financial results. While these foreign currency forward contracts can mitigate the effects of changes in foreign currency rates in the short-term, they do not eliminate those effects, which can be significant, and they do not mitigate their effects over the long-term. These effects include (i) the translation of results denominated in foreign currency into U.S. dollars for reporting purposes, (ii) the mark-to-market adjustments of certain intercompany balance sheet accounts denominated in foreign currencies and (iii) the mark-to-market adjustments of the Company’sour foreign currency forward contracts. In general, the Company’sour overall financial results are affected positively by a weaker U.S. dollar and are affected negatively by a stronger U.S. dollar as compared to the foreign currencies in which the Company conducts itswe conduct business. Fluctuations in foreign currencies had an unfavorable impact on international net revenues of $148.1$25.7 million for the year ended December 31, 2022,2023, relative to the same period in the prior year. year, on a constant currency basis.The Company anticipates that
Supply Chain
During most of 2022, we experienced longer than normal lead times on inventory shipments due to global supply chain challenges. Due to these challenges, we changed the timing and method of our inventory purchases in order to meet the heightened demand for our golf equipment and apparel products, as well as manage capacity at our suppliers. After making these changes, inventory shipment timing and supply chain channels improved globally, leading to the receipt of inventory orders for our planned 2023 product launches earlier than anticipated, which resulted in foreign currencies will continue to have a significant unfavorable impact on net revenuesincreased inventory levels late in 2022 and operating results forearly in 2023. Since December 31, 2022, our total inventory has decreased by $164.8 million.
Inflation
The recent increase in inflation partially contributed to the increase in the cost of the Company’sour products as well as operating costs. While the Company waswe were generally able to offset these inflationary pressures by increasing the price of itsour products and services, the length and severity of these conditions are unpredictable, and should conditions persist and/or worsen, such inflationary pressures may have an adverse effect on the Company’sour operating expenses. Further, the Companywe may not be able to offset these increased costs through price increases. As a result, the Company’sour cash flows and results of operations could be adversely affected.
During most of 2022, the Company experienced extended lead times on inventory shipments due to significant port delays and container shortages domestically and internationally. As a result, the Company planned its inventory purchases around these increased in-transit times in order to meet the increased demand for its golf equipment and apparel products, as well as manage supplier capacity by pulling-forward inventory orders in order to prepare for upcoming product launches. However, during the third quarter, in-transit times improved and many of the inventory orders the Company made were received earlier than planned, creating an increase in inventory levels in the second half of 2022 compared to the same period in 2021, which were unusually low due to inventory shortages caused by supply chain constraints. A majority of the inventory shipments received during the second half of 2022 were for 2023 products, therefore the Company anticipated continued higher inventory levels going into 2023. The Company believes the quality of its inventory is good and that it will be well positioned going into the 2023 golf season.
Segment and Related Information
The Company’sOur products, services and brands are reported under three operating segments: Topgolf, which includes the operations of the Company’sour Topgolf business; Golf Equipment, which includes the operations of the Company’sour golf clubs and golf balls business; and Active Lifestyle, which includes the operations of the Company’sour soft goods business marketed under the Callaway, TravisMathew, Jack Wolfskin and OGIO brand names. For further detail related to the Company’sour operating segments, products and seasonality, see “Part I, Item 1. Business -– Overview” in this Form 10-K.
Results of Operations
Years Ended December 31, 20222023 and 20212022
Net Revenues
The Company’s netNet revenues by operating segment for the year ended December 31, 2022 increased $862.3 million (27.5%) to $3,995.7 million2023 as compared to $3,133.4 million for the year ended December 31, 2021. The increase reflects strong revenue performance in all three of the Company’s operating segments across all major geographic regions. This revenue growth was achieved despite a significant unfavorable foreign currency exchange impact of $148.1 million, primarily related to the Company’s business operations in Europe and Asia. In addition, 2022 includes a full year of revenue related to Topgolf compared to ten months in 2021 due to the timing of the merger. Net revenues by operating segment and major geographic region are presented below. For further information related to the Company’s operating segments see, “Operating Segment Results” below.
Net revenues by operating segmentwere as follows (in millions, except percentages):
| | Year Ended
December 31, | | Increase/(Decrease) | | Non - GAAP Constant Currency Growth | |
| 2022 | | 2021 | | Amount | | Percent | | Percent | |
| Year Ended
December 31, | |
| Year Ended
December 31, | |
| Year Ended
December 31, | |
| 2023 | |
| 2023 | |
| 2023 | |
| Net revenues: | |
| Net revenues: | |
| Net revenues: | Net revenues: | | | | | | | | | | |
| Topgolf | Topgolf | $ | 1,549.0 | | | $ | 1,087.6 | | | $ | 461.4 | | | 42.4 | % | | 43.3% | |
| Topgolf | |
| Topgolf | |
| Golf Equipment | |
| Golf Equipment | |
| Golf Equipment | Golf Equipment | 1,406.6 | | | 1,229.2 | | | 177.4 | | | 14.4 | % | | 19.6% | |
| Active Lifestyle | Active Lifestyle | 1,040.1 | | | 816.6 | | | 223.5 | | | 27.4 | % | | 36.5% | |
| Active Lifestyle | |
| Active Lifestyle | |
| Total net revenues | Total net revenues | $ | 3,995.7 | | | $ | 3,133.4 | | | $ | 862.3 | | | 27.5 | % | | 32.2% | |
| Total net revenues | |
| Total net revenues | |
The $289.1 million (7.2%) increase in total net revenues was primarily related to the addition of new venues in our Topgolf operating segment and marketplace expansion in our Active Lifestyle operating segment, primarily related to our TravisMathew and Jack Wolfskin businesses. These increases were partially offset by a decrease in our Golf Equipment operating segment, which was primarily due to higher sales in 2022 related to a post-pandemic inventory fill-in at retail which did not recur in 2023 combined with the impact from unfavorable foreign currency exchange rates. The decreases in our Golf Equipment operating segment were partially offset by an increase in golf ball sales primarily related to the 2023 launch of Supersoft and ERC Soft golf ball product lines.
Net revenues by major geographic region for the year ended December 31, 2023 as compared to the year ended December 31, 2022 were as follows (in millions, except percentages):
| | Year Ended
December 31, | | Increase/(Decrease) | | Non-GAAP
Constant Currency Growth |
| 2022 | | 2021 | | Amount | | Percent | | Percent |
| Year Ended
December 31, | | | Year Ended
December 31, | | Increase/(Decrease) | | Non-GAAP
Constant Currency Growth |
| 2023 | | | 2023 | | 2022 | | Amount | | Percent | | Percent |
| Net revenues: | Net revenues: | | | | | | | | | |
| United States | |
| United States | |
| United States | United States | $ | 2,798.0 | | | $ | 2,067.1 | | | $ | 730.9 | | | 35.4 | % | | 35.4% | $ | 3,081.4 | | | $ | | $ | 2,798.0 | | | $ | | $ | 283.4 | | | 10.1 | | 10.1 | % | | 10.1% |
| Europe | Europe | 537.4 | | | 499.5 | | | 37.9 | | | 7.6 | % | | 22.0% | Europe | 540.6 | | | 537.4 | | 537.4 | | | 3.2 | | 3.2 | | | 0.6 | | 0.6 | % | | (1.0)% |
| Asia | Asia | 545.4 | | | 465.5 | | | 79.9 | | | 17.2 | % | | 32.4% | Asia | 531.9 | | | 545.4 | | 545.4 | | | (13.5) | | (13.5) | | | (2.5) | | (2.5) | % | | 2.7% |
| Rest of World | Rest of World | 114.9 | | | 101.3 | | 13.6 | | | 13.4 | % | | 18.5% | Rest of World | 130.9 | | | 114.9 | | 114.9 | | 16.0 | | | 13.9 | | 13.9 | % | | 19.0% |
| Total net revenues | Total net revenues | $ | 3,995.7 | | | $ | 3,133.4 | | | $ | 862.3 | | | 27.5 | % | | 32.2% | Total net revenues | $ | 4,284.8 | | | $ | | $ | 3,995.7 | | | $ | | $ | 289.1 | | | 7.2 | | 7.2 | % | | 7.9% |
United States
Net revenues from our Topgolf operations are primarily concentrated in the United States are comprised of netand Europe, with the United States being our principal market. We sell our Golf Equipment products and Callaway Golf and OGIO Active Lifestyle products in the United States and internationally, with our principal international regions being Europe and Asia. Active Lifestyle revenues from our TravisMathew and Jack Wolfskin operations are largely concentrated in the Company’s Topgolf, Golf Equipment,United States and Active Lifestyle operating segments. Europe, respectively.
United States
During the year ended December 31, 2022, the Company’s2023, net revenues in the United States increased $730.9$283.4 million (35.4%(10.1%) compared to the year ended December 31, 2021.2022. The increase was primarily due to the growth in theand continued expansion of our Topgolf business combined with an additional two months of revenue due to the timing of the merger in 2021, in addition to continued strong demand for Golf Equipment products and Active Lifestyle products, which was primarily attributable to the expansion and brand momentum of the TravisMathew business.
Europe
Net revenues in Europe are comprised of revenues from the Company’s Golf Equipment, Active Lifestyle and Topgolf operating segments. During the year ended December 31, 2022, net revenues in Europe increased $37.9 million (7.6%) compared to the year ended December 31, 2021. The increase was primarily driven by strong revenue performance in the Jack Wolfskin apparel business as well as the Topgolf business, which also includes an incremental two months of sales due to the timing of the merger in 2021. Fluctuations in foreign currency exchange rates had an unfavorable impact on the Company’s net revenues in Europe of $72.1 million. On a constant currency basis, the Company’s net revenues in Europe increased by 22.0%.
Asia
Net revenues in Asia are comprised of revenues from the Company’s Golf Equipment and Active Lifestyle operating segments. During the year ended December 31, 2022, net revenues in Asia increased $79.9 million (17.2%) compared to the year ended December 31, 2021. The increase was primarily related to continued strong demand for golf equipment products, in addition to an increase in apparel sales driven primarily by the addition of the Korea apparel business in the third quarter of 2021. Foreign currency exchange rates had a $70.9 million unfavorable impact on the Company’s net revenues in Asia, primarily related to sales in Japan and Korea. On a constant currency basis, the Company’s net revenues in Asia increased by 32.4%.
Rest of World
Net revenues in Rest of World are primarily comprised of revenues from the Company’s Golf Equipment and Active Lifestyle operating segments in Canada, Australia, and Latin America. During the year ended December 31, 2022, net revenues in Rest of World increased $13.6 million (13.4%) compared to the year ended December 31, 2021. The increase was primarily driven by continued strong demand for golf equipment and apparel products. Foreign currency exchange rates had a $5.1 million unfavorable impact on the Company’s net revenues in the Rest of World regions, primarily in Australia and Canada. On a constant currency basis, the Company’s net revenues for Rest of World increased by 18.5%.
Costs and Expenses (in millions, except percentages)
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | Increase/(Decrease) |
| 2022 | | 2021 | | Amount | | Percent |
| Costs and expenses: | | | | | | | |
| Cost of products | $ | 1,400.6 | | | $ | 1,136.6 | | | $ | 264.0 | | | 23.2 | % |
| Cost of services, excluding depreciation and amortization | 184.0 | | | 133.5 | | | 50.5 | | | 37.8 | % |
| Other venue expense | 1,076.9 | | | 731.5 | | | 345.4 | | | 47.2 | % |
| Selling, general and administrative expense | 970.6 | | | 849.7 | | | 120.9 | | | 14.2 | % |
| Research and development expense | 76.4 | | | 68.0 | | | 8.4 | | | 12.4 | % |
| | | | | | | |
| Venue pre-opening costs | 30.4 | | | 9.4 | | | 21.0 | | | 223.4 | % |
| Total costs and expenses | $ | 3,738.9 | | | $ | 2,928.7 | | | $ | 810.2 | | | 27.7 | % |
Cost of Products
The Company’s cost of products is comprised primarily of material and component costs, distribution and warehousing costs, overhead expenses as well as retail merchandise costs, which also includes products sold in retail shops within Topgolf venue facilities. Historically, over 85% of the Company’s manufacturing costs, which are primarily material and component costs, are variable in nature and fluctuate with sales volumes. Variable costs for the Company’s Golf Equipment segment range between 85% to 95% for golf club products and 70% to 80% for golf ball products. Variable costs for soft goods in the Active Lifestyle operating segment are generally greater than 85%. Generally, the relative significance of the components of cost of products do not vary materially from these percentages from period to period.
During the year ended December 31, 2022, cost of products increased $264.0 million (23.2%) to $1,400.6 million compared to $1,136.6 million for the year ended December 31, 2021. The increase was primarily attributable to the variable nature of the Company’s cost of products which was commensurate with the significant increase in sales volumes during 2022, as compared to the same period in 2021. In addition to the overall increase directly related to sales volumes, the Company also experienced an overall increase in commodity and input costs related to the manufacture and distribution of its products, including significant increases in freight and labor costs, as well as the negative impacts of inflationary pressures throughout the year.businesses.
Europe
During the year ended December 31, 2023, net revenues in Europe increased $3.2 million (0.6%) compared to the year ended December 31, 2022. The increase was primarily driven by favorable foreign currency impacts in addition to growth in our Jack Wolfskin business and increased sales at our international Topgolf venues, partially offset by a decrease in golf club sales in our Golf Equipment business.
Asia
During the year ended December 31, 2023, net revenues in Asia decreased $13.5 million (2.5%) compared to the year ended December 31, 2022. The decrease was primarily due to the unfavorable foreign currency exchange impacts in Japan combined with softer demand in the apparel market in various parts of Korea. These decreases were partially offset by increases related to market expansion and direct to consumer growth in the Jack Wolfskin business.
Rest of World
During the year ended December 31, 2023, net revenues in Rest of World increased $16.0 million (13.9%) compared to the year ended December 31, 2022. The increase was primarily due to strong performance in Canada for our Golf Equipment and Active Lifestyle products, partially offset by the unfavorable foreign currency impacts.
Costs and Expenses (in millions, except percentages)
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | Increase/(Decrease) |
| 2023 | | 2022 | | Amount | | Percent |
| Costs and expenses: | | | | | | | |
| Cost of products | $ | 1,443.9 | | | $ | 1,400.6 | | | $ | 43.3 | | | 3.1 | % |
| Cost of services, excluding depreciation and amortization | 186.8 | | | 184.0 | | | 2.8 | | | 1.5 | % |
| Other venue expense | 1,252.3 | | | 1,076.9 | | | 175.4 | | | 16.3 | % |
| Selling, general and administrative expense | 1,036.6 | | | 970.6 | | | 66.0 | | | 6.8 | % |
| Research and development expense | 101.6 | | | 76.4 | | | 25.2 | | | 33.0 | % |
| | | | | | | |
| Venue pre-opening costs | 25.9 | | | 30.4 | | | (4.5) | | | (14.8) | % |
| Total costs and expenses | $ | 4,047.1 | | | $ | 3,738.9 | | | $ | 308.2 | | | 8.2 | % |
Cost of Products
Our cost of products is variable in nature and fluctuates relative to sales volumes. Cost of products includes raw materials and component costs, direct labor and manufacturing overhead, inbound freight, duties and shipping charges, and retail merchandise costs for products sold in retail shops within Topgolf venue facilities. During the year ended December 31, 2023, cost of products increased $43.3 million (3.1%) as compared to the year ended December 31, 2022. The increases were primarily due to increased sales in our Active Lifestyle operating segment, partially offset by a decrease in sales in our Golf Equipment operating segment.
Cost of Services, Excluding Depreciation and Amortization
CostOur cost of services excluding depreciation and amortization, consist primarily consists of the cost ofcosts related to food and beverage sold at Topgolf venues and transaction fees related to in-app purchases within our WGT digital golf game. In addition, cost of services includes costs associated with Topgolf’s Toptracer license agreements that are primarily classified as sales-type leases. Food and beverage costs are variable in nature, fluctuate relative to sales volume, and are impacted by product mix and commodity pricing. Cost of services excludes employee costs as well as certain costs associated with licensing the Company’s Toptracer ball-flight tracking technology.depreciation and amortization. The $2.8 million (1.5%) increase in cost of services for the year ended December 31, 2023 as compared to the year ended December 31, 2022 was primarily due to the opening of new Company-operated Topgolf venues.
Other Venue Expense
Other venue expenses consist of employee costs that directly support venue operations, rent and occupancy costs, property taxes, depreciation associated with assets at Topgolf are largelythe venues, supplies, credit card fees and marketing expenses. Other venue expenses include both fixed and variable in nature.components and therefore do not directly correlate with revenue. During the year ended December 31, 2022, cost of services, excluding depreciation and amortization,2023, other venue expense increased $50.5$175.4 million (37.8%(16.3%), to 184.0 million, as compared to $133.5 million for the year ended December 31, 2021.2022. The increase was primarily due to additionalthe addition of new Company-operated Topgolf venues, added throughout 2022, in addition to an incremental two months ofhigher wages and planned increases in costs incurred during 2022, duerelated to the timing of the Topgolf merger in 2021.
Other Venue Expense
Other venue expense consists of depreciation and amortization, employee costs, rent, utilities, and other costs associated with Topgolf venues. During the year ended December 31, 2022, other venue expense increased $345.4 million (47.2%), to $1,076.9 million, compared to $731.5 million for the year ended December 31, 2021. The increase was primarily due to additional Topgolf venues added throughout 2022, in addition to an incremental two months of expenses incurred during 2022 due to the timing of the Topgolf merger in 2021.new marketing campaigns.
Selling, General and Administrative Expense
Selling, general and administrative (“SG&A”) expenses primarily consist of non-venue employee costs, advertising and promotional expense, increased by $120.9 million (14.2%)legal and professional fees, tour expenses, travel expenses, building and rent expenses, depreciation charges (excluding those related to $970.6 million duringmanufacturing, distribution, and venue operations), amortization, and other miscellaneous expenses.
During the year ended December 31, 2022,2023, SG&A expenses increased by $66.0 million (6.8%) as compared to $849.7 million for the year ended December 31, 2021.2022. The increase was primarily to support the continued growth and expansion of the overall business, which includesand primarily included increases of $12.8 million in computer licenses and software costs, $11.4 million in restructuring and reorganization costs, $11.7 million in depreciation and amortization due to higher capital expenditures, $9.4 million in lease-related building expenses, $7.1 million in planned costs related to new marketing campaigns, and $5.4 million in employee costs relateddue to increasedan overall increase in wages and headcount, across all of the Company’s businesses,in addition to marginal increases in travel and entertainment, professional fees, including fees associated with the implementation of new IT systems at various subsidiaries of the Company, marketingnon-recurring costs, and promotional expense and travel and entertainment. In addition, the increase reflects an incremental two months of selling, general and administrative expense recognized at Topgolf during 2022 due to the timing of the merger in 2021.other miscellaneous expenses.
Research and Development Expense
Research and development expense increased $8.4 million (12.4%)expenses are comprised of costs to $76.4 million duringdesign, develop, test or improve our products and technology, and primarily include employee costs of personnel engaged in research and development activities, research costs and depreciation expense. During the year ended December 31, 2022,2023, research and development expense increased $25.2 million (33.0%) as compared to $68.0 million for the year ended December 31, 2021.2022. The increase was primarily due to an increase$11.7 million asset impairment charge related to the abandonment of the Shankstars media game, in addition to higher employee costs resulting fromdue to increased headcount.headcount, higher professional fees and additional non-recurring period costs related to the abandonment of Shankstars.
Venue Pre-Opening Costs
Venue pre-opening costs consist of costs associated with activities prior to the opening of new Company-operated Topgolf venues, as well as other costs that are not considered in the evaluation of ongoing venue performance. Venue pre-opening costsThese are variable in nature and fluctuate based on the timing of an anticipated venue opening date, as well as the size and location of a particular Company-operated venue. The Company expects to continue to incurDuring the year ended December 31, 2023, venue pre-opening costs decreased $4.5 million (14.8%) as it continuescompared to expand its operationsthe year ended December 31, 2022, primarily due to the timing of venue openings combined with cost savings from operational efficiencies.
Other Income and open Company-operated Topgolf venues domestically and internationally. Venue pre-opening costsExpense (in millions, except percentages)
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | Increase/(Decrease) |
| 2023 | | 2022 | | Amount | | Percent |
| Other income and expenses: | | | | | | | |
| Interest expense, net | $ | (210.2) | | | $ | (142.8) | | | $ | (67.4) | | | 47.2 | % |
| | | | | | | |
| Other income, net | 7.3 | | | 27.9 | | | (20.6) | | | (73.8) | % |
| Total other expense, net | $ | (202.9) | | | $ | (114.9) | | | $ | (88.0) | | | 76.6 | % |
Interest expense, net increased $21.0$67.4 million (223.4%(47.2%) to $30.4 million during the year ended December 31, 2022,2023 as compared to $9.4 million for the year ended December 31, 2021. The increase was2022, primarily due to higher outstanding balances and increased interest rates on our term loans and senior secured asset-based revolving credit facilities, as well as an increase in the number of venues constructed throughout 2022,deemed landlord financing (“DLF”) obligations and under construction as of December 31, 2022, as compared to the same period in 2021, in addition to two months of incremental expense incurred during 2022 due to the timing of the Topgolf merger in 2021.
Other Income and Expense (in millions)
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | Increase/(Decrease) |
| 2022 | | 2021 | | Amount | | Percent |
| Other income and expenses: | | | | | | | |
| Interest expense, net | $ | (142.8) | | | $ | (115.6) | | | $ | (27.2) | | | (23.5) | % |
| Gain on Topgolf investment | — | | | 252.5 | | | (252.5) | | | (100.0) | % |
| Other income | 27.9 | | | 9.0 | | | 18.9 | | | 210.0 | % |
| Total other (expense) income, net | $ | (114.9) | | | $ | 145.9 | | | $ | (260.8) | | | (178.8) | % |
Total other (expense)Other income, net decreased by $260.8$20.6 million (178.8%(73.8%) during the year ended December 31, 2023, as compared to other expensethe year ended December 31, 2022, primarily due to the recognition of $114.9a $10.5 million non-cash loss to write-off unamortized deferred debt issuance and original discount costs in connection with our 2023 debt modification, combined with net decreases related to foreign currency transactions and hedging activity.
Income Taxes
Our income tax benefit increased $44.2 million to $60.2 million during the year ended December 31, 2022,2023 as compared to other$16.0 million in 2022. As a percentage of pre-tax income, of $145.9 million duringour effective tax rate for the year ended December 31, 2021. The decrease was primarily due2023 decreased to the recognition of a $252.5 million non-cash gain in 2021 related to the fair-value write-up of the Company’s pre-merger shares of Topgolf in connection with the merger, in addition to an increase of $27.2 million (23.5%) in interest expense, primarily due to additional deemed landlord financing lease obligations related to the construction of new Topgolf venues combined with an additional two months of interest expense related to Topgolf debt obligations due to the timing of the merger in 2021. These increases were partially offset by an $18.9 million (210.0%) increase in other income related to net gains on foreign currency hedging contracts offset by foreign currency transaction losses.
Income Taxes
The Company’s provision for income taxes decreased $44.6 million to an income tax benefit of $16.0 million in 2022,(173.0)% compared to an income tax provision of $28.6 million(11.3)% in 2021. The Company’s2022. Our effective tax rate as a percentage of pre-tax income for 2022 decreased to (11.3%) compared to 8.2% in 2021. The Company’s effective tax rate forthe year ended December 31, 2023 and 2022 was impacted by the releasereversal of a significant portion of the valuation allowances on the Company’s United Statesour deferred tax assets. The Company’sassets and other nonrecurring items. Excluding the valuation allowance release and other non-recurring items, our effective tax rate in 2021 was impacted bywould have been 14.4% and 15.5% for the nontaxable gain recognized on the Company’s pre-merger investment in Topgolf shares as well as the recognition of a valuation allowance on certain net operating lossesyears ended December 31, 2023 and tax credits.2022, respectively. For further discussion on our income taxes, see Note 12. “Income Taxes” in the Notes to Consolidated Financial Statements in this Form 10-K.
Net Income, (Loss)Diluted Earnings Per Share and Reconciliation of Non-GAAP Measures
Net Income
Net incomeThe following table presents a reconciliation of our GAAP results for the year ended December 31, 2022 decreased $164.1 million (51.0%) to $157.9 million compared to net income of $322.0 million for the yearyears ended December 31, 2021. The decrease was primarily due2023 and 2022 to the recognition of a $252.5 million gain in 2021 related to the non-cash fair-value write-up of the Company’s pre-merger investment in Topgolf, partially offset by a $52.1 million (25.5%) increase in income from operations, combined with the recognition of a $16.0 million tax benefitour non-GAAP results for the year ended December 31, 2022 compared to a tax provision of $28.6 million for the year ended December 31, 2021. Diluted earningssame periods (in millions, except per common share decreased $1.00 to $0.82 on 201.3 million diluted shares outstanding for the year ended December 31, 2022 compared to $1.82 on 176.9 million shares outstanding for the year ended December 31, 2021. The increased share count for the year ended December 31, 2022 reflects the addition of 14.7 million common shares as the result of the adoption of ASU 2020-06 on January 1, 2022, which required the application of the if-converted method to calculate the dilutive effect from the Company’s convertible notes.information):
Non-GAAP Net Income Reconciliation and Diluted Earnings Per Share | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 | Year Ended December 31, 2022 |
| Net Income | | Diluted earnings per share(4) | Net Income | | Diluted earnings per share(4) |
| GAAP | $ | 95.0 | | | $ | 0.50 | | $ | 157.9 | | | $ | 0.82 | |
Less: Non-Cash Acquisition Amortization and Depreciation(1) | (19.4) | | (0.10) | | (21.8) | | (0.11) | |
Less: Non-Recurring Items(2) | (36.9) | | (0.18) | | (12.9) | | (0.06) | |
Less: Tax Valuation Allowance(3) | 58.3 | | 0.29 | | 34.4 | | 0.17 | |
| Non-GAAP | $ | 93.0 | | | $ | 0.49 | | $ | 158.2 | | | $ | 0.82 | |
| Diluted Weighted-Average Shares Outstanding | | | 201.1 | | | | 201.3 | |
| | | | | | |
(1) Includes the amortization and depreciation of acquired intangible assets and purchase accounting adjustments. |
(2) 2023 amounts primarily include $12.7 million in total charges related to the impairment and abandonment of the Shankstars media game in the Topgolf segment, $12.3 million of total reorganization costs in the Topgolf and Active Lifestyle segments, $13.7 million in total charges related to our 2023 debt modification, $4.2 million in IT integration and implementation costs primarily related to the Topgolf merger, and $2.4 million in costs related to a cybersecurity incident. 2022 amounts primarily include $5.7 million in non-cash asset write-downs related to the suspension of our Jack Wolfskin retail operations in Russia and the closure of a pre-merger Topgolf concept location, $5.9 million in IT integration and implementation costs primarily related to the Topgolf merger, $3.6 million in legal and credit agency fees related to a postponed debt refinancing, and $0.9 million for reorganization expenses. |
(3) Related to the release of tax valuation allowances that were recorded in connection with the merger with Topgolf. |
(4) Diluted Earnings per share calculated using the if-converted method, which excludes interest expense related to the Convertible Notes from the calculation of net income. |
On a non-GAAP basis, excluding the impacts of the items described in the table below, the Company’s netNet income and diluted earnings per share for the year ended December 31, 20222023 were $95.0 million and $0.50 per share, respectively, as compared to $157.9 million and $0.82 per share, respectively, for the year ended December 31, 2022. The decrease in net income was primarily due to a decrease in income from operations in addition to an increase in other expense, net, partially offset by a higher income tax benefit in the current period.
On a non-GAAP basis, excluding the items described in the table above, our net income and diluted earnings per share for the for the year ended December 31, 2023 would have been $93.0 million and $0.49 per share, respectively, compared to $158.2 million and $0.82 per share, respectively, compared to $137.9 million and $0.78 per share, respectively, for the year endedsame period in December 31, 2021.2022
The tables below presentdecrease in non-GAAP net income was primarily due to an increase in other expense, net, primarily due to higher interest expense, partially offset by a reconciliation ofdecrease in the Company’s results under GAAP and non-GAAP measures (in millions, except per share information):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2022 | | | | | |
| | GAAP | | Non-Cash Depreciation and Amortization(1) | | Non-Recurring Items(2) | | Tax Valuation Allowance(3) | | Non-GAAP | | | | | | | | | | |
| Net income (loss) | | $ | 157.9 | | | $ | (21.8) | | | $ | (12.9) | | | $ | 34.4 | | | $ | 158.2 | | | | | | | | | | | | |
| Diluted earnings (loss) per share | | $ | 0.82 | | | $ | (0.11) | | | $ | (0.06) | | | $ | 0.17 | | | $ | 0.82 | | | | | | | | | | | | |
| Weighted-average shares outstanding | | 201.3 | | | 201.3 | | | 201.3 | | | 201.3 | | | 201.3 | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2021 | | | | | | | | | | |
| GAAP | | Non-Cash Depreciation and Amortization(1) | | Non-Cash Amortization of Discount on Convertible Notes(4) | | Acquisition and Non-Recurring Items(5) | | Tax Valuation Allowance(3) | | Non-GAAP | | | | | | | | | | | |
| Net income (loss) | $ | 322.0 | | | $ | (23.5) | | | $ | (8.0) | | | $ | 233.6 | | | $ | (18.0) | | | $ | 137.9 | | | | | | | | | | | | |
| Diluted earnings (loss) per share | $ | 1.82 | | | $ | (0.13) | | | $ | (0.05) | | | $ | 1.32 | | | $ | (0.10) | | | $ | 0.78 | | | | | | | | | | | | |
| Weighted-average shares outstanding | 176.9 | | | 176.9 | | | 176.9 | | | 176.9 | | | 176.9 | | | 176.9 | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
(1) Includes the amortization and depreciation of acquired intangible assets and purchase accounting adjustments. | | | | | | | | | | | |
(2) Includes $5.7 million of impairment charges, $5.9 million of one-time implementation costs associated with new ERP systems installed at acquired companies, $3.6 million for legal and credit agency fees related to a postponed debt refinancing and $0.9 million for reorganization expenses. | | | | | | | | | | | |
(3) In connection with the merger with Topgolf in 2021, the Company acquired valuation allowances against certain deferred tax assets. Based on the Company’s ongoing assessment, a portion of these valuation allowances were released in 2022, and additional valuation allowances were recorded in 2021. | | | | | | | | | | | |
(4) Includes non-cash interest expense related to the amortization of the discount on the Convertible Notes issued in 2020. In accordance with the adoption of ASC 2020-06 effective January 1, 2022, the Company derecognized the discount on the 2020 Convertible Notes and as such, will no longer recognize amortization expense in future periods. | | | | | | | | | | | |
(5) Includes $20.2 million of transaction, transition and other non-recurring costs associated with the merger with Topgolf, $3.8 million of one-time implementation costs associated with new ERP systems installed at acquired companies, in addition to the recognition of a $252.5 million gain on the Company’s pre-merger investment in Topgolf. | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Operating Segment Results for the Years Ended December 31, 20222023 and 20212022 (in millions, except percentages)
| | Year Ended
December 31, | | Increase/(Decrease) | | Non-GAAP Constant Currency Growth vs. 2021(1) | |
| 2022 | | 2021 | | Dollars | | Percent | | Percent | |
| Year Ended
December 31, | |
| Year Ended
December 31, | |
| Year Ended
December 31, | |
| 2023 | |
| 2023 | |
| 2023 | |
| Net revenues: | Net revenues: | | | | | | | | | | |
Venues(2) | $ | 1,477.1 | | | $ | 1,029.0 | | | $ | 448.1 | | | 43.5 | % | | 44.0% | |
Other Topgolf business lines(2) | 71.9 | | | 58.6 | | | 13.3 | | | 22.7 | % | | 30.7% | |
| Net revenues: | |
| Net revenues: | |
| Venues | |
| Venues | |
| Venues | |
| Other Topgolf business lines | |
| Other Topgolf business lines | |
| Other Topgolf business lines | |
| Topgolf | |
| Topgolf | |
| Topgolf | Topgolf | 1,549.0 | | | 1,087.6 | | | 461.4 | | | 42.4 | % | | 43.3% | |
| Golf clubs | Golf clubs | 1,097.1 | | | 994.5 | | | 102.6 | | | 10.3 | % | | 15.7% | |
| Golf clubs | |
| Golf clubs | |
| Golf balls | |
| Golf balls | |
| Golf balls | Golf balls | 309.5 | | | 234.7 | | | 74.8 | | | 31.9 | % | | 36.0% | |
| Golf Equipment | Golf Equipment | 1,406.6 | | | 1,229.2 | | | 177.4 | | | 14.4 | % | | 19.6% | |
| Golf Equipment | |
| Golf Equipment | |
| Apparel | |
| Apparel | |
| Apparel | Apparel | 631.7 | | | 490.9 | | | 140.8 | | | 28.7 | % | | 38.4% | |
| Gear, accessories, & other | Gear, accessories, & other | 408.4 | | | 325.7 | | | 82.7 | | | 25.4 | % | | 33.7% | |
| Gear, accessories, & other | |
| Gear, accessories, & other | |
| Active Lifestyle | Active Lifestyle | 1,040.1 | | | 816.6 | | | 223.5 | | | 27.4 | % | | 36.5% | |
| Active Lifestyle | |
| Active Lifestyle | |
| Total net revenues | |
| Total net revenues | |
| Total net revenues | Total net revenues | $ | 3,995.7 | | | $ | 3,133.4 | | | $ | 862.3 | | | 27.5 | % | | 32.2% | |
| | Segment operating income: | Segment operating income: | | |
| | Segment operating income: | |
| | Segment operating income: | |
| Topgolf | |
| Topgolf | |
| Topgolf | Topgolf | $ | 76.8 | | | $ | 58.2 | | | $ | 18.6 | | | 32.0 | % | | |
| Golf Equipment | Golf Equipment | 251.4 | | | 203.9 | | | 47.5 | | | 23.3 | % | | |
| Golf Equipment | |
| Golf Equipment | |
| Active Lifestyle | |
| Active Lifestyle | |
| Active Lifestyle | Active Lifestyle | 77.4 | | | 68.5 | | | 8.9 | | | 13.0 | % | | |
| Total segment operating income | Total segment operating income | 405.6 | | | 330.6 | | | 75.0 | | | 22.7 | % | | |
Reconciling Items(3) | (148.8) | | | (125.9) | | | (22.9) | | | 18.2 | % | | |
| Total segment operating income | |
| Total segment operating income | |
Reconciling Items(2) | |
Reconciling Items(2) | |
Reconciling Items(2) | |
| Total operating income | Total operating income | 256.8 | | | 204.7 | | | 52.1 | | | 25.5 | % | | |
Gain on Topgolf investment(4) | — | | | 252.5 | | | (252.5) | | | (100.0) | % | | |
| Total operating income | |
| Total operating income | |
| Interest expense, net | |
| Interest expense, net | |
| Interest expense, net | Interest expense, net | (142.8) | | | (115.6) | | | (27.2) | | | 23.5 | % | | |
| Other income, net | Other income, net | 27.9 | | | 9.0 | | | 18.9 | | | 210.0 | % | | |
| Other income, net | |
| Other income, net | |
| Income before income taxes | |
| Income before income taxes | |
| Income before income taxes | Income before income taxes | $ | 141.9 | | | $ | 350.6 | | | $ | (208.7) | | | (59.5) | % | | |
| (1) Calculated by applying 2021 exchange rates to 2022 reported sales in regions outside the U.S. | |
(2) As of January 1, 2022, in order to align with the Company’s current management reporting structure, the Company began reporting revenues associated with corporate advertising sponsorship contracts in the venues business line within the Topgolf operating segment. In 2021, these revenues were included in other Topgolf business lines. In order to conform to the current year presentation, revenue of $15.0 million associated with corporate advertising sponsorship contracts recognized from the merger date through December 31, 2021, was reclassified from other Topgolf business lines to venues for comparative purposes. | |
(3) Amounts for 2022 and 2021 include corporate general and administrative expenses not utilized by management in determining segment profitability, in addition to $25.0 million and $27.2 million of depreciation and amortization of acquired intangible assets and fair value adjustments, respectively, and $15.5 million and $23.9 million of non-recurring items described above, respectively. | |
(4) Amount represents a gain recorded to write-up the Company’s former investment in Topgolf to its fair value in connection with the merger. | |
(1) Calculated by applying 2022 exchange rates to 2023 reported sales in regions outside the U.S. | |
| (1) Calculated by applying 2022 exchange rates to 2023 reported sales in regions outside the U.S. | |
| (1) Calculated by applying 2022 exchange rates to 2023 reported sales in regions outside the U.S. | |
(3) Reconciling items include corporate general and administrative expenses not utilized by management in determining segment profitability, including non-cash amortization expense of intangible assets in connection with the acquisitions and non-recurring costs. | |
(3) Reconciling items include corporate general and administrative expenses not utilized by management in determining segment profitability, including non-cash amortization expense of intangible assets in connection with the acquisitions and non-recurring costs. | |
(3) Reconciling items include corporate general and administrative expenses not utilized by management in determining segment profitability, including non-cash amortization expense of intangible assets in connection with the acquisitions and non-recurring costs. | |
Topgolf
During the year ended December 31, 2023, Topgolf segment operating income increased $32.0 million (41.7%) as compared to the same period in 2022. The increase was primarily due to higher revenues from the continued opening of new Company-owned and operated venues in addition to gross margin improvements and operational efficiencies at the venues. The increase in segment operating income was partially offset by higher advertising and promotional costs for national Topgolf marketing campaigns.
Golf Equipment
During the year ended December 31, 2023, Golf Equipment segment operating income decreased $58.1 million (23.1%) as compared to the same period in 2022. The decrease was primarily due to lower revenues and production volumes in 2023 as a result of a post-pandemic inventory fill-in at retail in 2022, which did not recur in 2023, and resulted in expected lower production volumes in the second half of 2023 and unfavorable cost absorption, combined with a return to a normalized promotional environment in 2023 and the unfavorable impact of changes in foreign currency exchange rates. In addition, Golf Equipment segment operating expenses increased by $16.4 million, primarily related to increases in advertising and promotional expense and other infrastructure and employee related costs.
Active Lifestyle
During the year ended December 31, 2023, Active Lifestyle segment operating income increased $39.6 million (51.2%) as compared to the same period in 2022 primarily driven by an increase in revenues and gross margin improvements due to a higher mix of direct-to-consumer sales and lower freight costs. These increases were partially offset by higher operating expenses to support the growth of the TravisMathew and Jack Wolfskin businesses.
Topgolf
Topgolf net revenues increased by $461.4 million (42.4%) for the year ended December 31, 2022 compared to the year ended December 31, 2021. This increase was primarily driven by the opening of 11 new Company-owned and operated Topgolf venues throughout 2022, as well as an increase in same venue sales for existing venues. The increase in same venue sales was primarily due to a balanced increase between walk-in traffic at the venues and price increases, in addition to strong performance in Topgolf’s corporate and social events business. In addition, during 2022, the Company recognized a full 12 month period of Topgolf revenues, compared to only ten months during the year ended 2021, which was due to the closing of the merger on March 8, 2021. The increase in segment operating income of $18.6 million (32.0%) primarily reflects the increase in revenue, partially offset by an increase in pre-opening costs due to the opening of new venues in 2022, combined with a planned increase in marketing spend.
Golf Equipment
Golf Equipment net revenues increased by $177.4 million (14.4%) for the year ended December 31, 2022 compared to the year ended December 31, 2021. The increase was primarily driven by strong demand for golf ball products, including the 2022 Chrome Soft line of golf balls, as well as packaged sets due to increased supply. The increase was additionally due to continued strong demand across all golf club product categories, primarily from the core golf consumer base, combined with additional supply capacity and inventory fill-in at retail. Golf Equipment segment operating income increased $47.5 million (23.3%) compared to the year ended December 31, 2021. The increase was due to increases in sales volume and average selling prices, which outpaced higher input and freight costs and unfavorable foreign exchange rate impacts.
Active Lifestyle
Active Lifestyle net revenues increased by $223.5 million (27.4%) for the year ended December 31, 2022 compared to the year ended December 31, 2021. The increase reflects strong performance across all brands within the Company’s Active Lifestyle portfolio and was primarily driven by continued brand momentum at TravisMathew. Increased sales at Jack Wolfskin as well as growth in the Korea apparel business which launched in July 2021 also contributed to the overall increase in Active Lifestyle net revenues. Active Lifestyle segment operating income increased $8.9 million (13.0%) compared to the year ended December 31, 2021. The increase reflects continued momentum in the business, which outpaced the unfavorable impact of foreign currency rates.
Financial Condition
The Company’sOur cash and cash equivalents decreased $172.0increased $213.3 million to $393.5 million at December 31, 2023 from $180.2 million at December 31, 2022 from $352.2 million at December 31, 2021. This decrease2022. The increase in cash and cash equivalents was primarily related to net cash provided by financing activities of $375.8 million, including proceeds from lease financing, and cash provided by operating activities of $364.7 million, partially offset by cash used in investing activities of $535.1$542.9 million, and cash used in operating activities of $35.1 million, partially offset by cash provided by financing activities of $425.3 million.primarily for capital expenditures. During the 12 monthsyear ended December 31, 2022, the Company2023, we used its existingour cash and cash equivalents as well as netin addition to proceeds received from borrowings on its long-term debtour financing and credit facilities, and proceeds from lease financings,operating activities to fund itsour operations and forinvest in the developmentexpansion of the Topgolf venuesbusiness and other capital expenditures, for the purchase of inventory, and repurchase shares of its common stock. The Company believesexpenditures. We believe that itsour existing funds combined with cash expected to be generated from its operating activities,and existing sources of and access to capital and any future financings, as necessary, are adequate to fund the Company’sour future operations. For further information related to the Company’sour financing arrangements, see Note 7. “Financing Arrangements” in the Notes to Consolidated Financial Statements in Part IV, Item 15 and “Liquidity and Capital Resources” in Part II, Item 7 of this Form 10-K.
The Company’sOur accounts receivable balance fluctuates throughout the year as a result of the general seasonality of the Company’sour business, and is also affected by the timing of new product launches. With respect to the Company’sour Golf Equipment business, accounts receivable willare generally bethe highest during the first and second quarters primarily due toduring the seasonal peak in the golf industry, and will generally decline significantly during the third and fourth quarters as a result of an increase in cash collections andcombined with lower seasonal sales. The Company’sOur Active Lifestyle accounts receivable balances are generally higher during the third and fourth quarters, primarily due to the seasonal natureconcentration of sales for the Jack Wolfskin business whose products are significantly geared towardsduring the fall and winter seasons. Our Topgolf venue business primarily records revenue and collects payment at point-of-sale, for most of its venue business. Therefore,therefore, Topgolf’s accounts receivable balance is smallerlower than the Company’sour other business segments and primarily consists of media sponsorship receivables.segments. As of December 31, 2022, the Company’s2023, our net accounts receivable increased $62.033.2 million to $167.3200.5 million from $105.3$167.3 million as of December 31, 2021.2022. The increase is primarily due to increasesan increase in net sales in the fourth quarter of Active Lifestyle and Golf Equipment sales.2023 compared to the same period in 2022, combined with a shift in the timing of sales in the fourth quarter of 2023, which were higher in December compared to 2022.
The Company’sOur inventory balance fluctuates throughout the year as a result of the general seasonality of the Company’scertain operating segments within our business, and is also affected by the timing of new product launches. With respect to the Company’sour Golf Equipment business, the buildup of inventory generally begins during the fourth quarter and continues into the first quarter and beginning of the second quarter in order to meet increased demand during the height of the golf season. Inventory levels are also impacted by the timing of new product launches as well as the success of new products. Active Lifestyle inventory levels start to increase during the second quarter and continue to increase into the third and fourth quarters primarily due to the seasonal nature of the Company’sour Jack Wolfskin business, whose products are significantly geared towards the fall and winter seasons. Topgolf is primarily a services business with lower inventory balances than the Company’sour other operatingbusiness segments, with the inventory balances primarily consisting of food and beverage as well as retail merchandise and Toptracer inventory. The Company’sOur inventory increaseddecreased by $425.7$164.8 million to $959.2794.4 million as of December 31, 20222023 compared to $533.5$959.2 million as of December 31, 2021. These increases were2022. The decrease was primarily driven bydue to improvements in supply chain timing in the timingback half of 2022 leading to the receipt of inventory receipts, which occurredorders for our planned 2023 product launches earlier than anticipated, due to shortened lead times on inventory shipments. Additionally,which resulted in increased inventory levels were constrained throughout 2021 due to supply chain disruptions which caused shortages.late in 2022 and early in 2023. Since December 31, 2022, our total inventory has decreased by $164.8 million.
Liquidity and Capital Resources
Liquidity
The Company’sOur principal sources of liquidity consist of itsour existing cash balances, funds expected to be generated from operations and funds from itsour credit facilities. Based upon the Company’sour current cash balances, itsour estimates of funds expected to be generated from operations, as well as from current and projected availability under itsour current or future credit facilities, the Company believeswe believe that itwe will be able to finance current and planned operating requirements, capital expenditures, required debt repayments and contractual obligations and commercial commitments for at least the next 12 months from the issuance date of this Form 10-K.
Our ability to generate sufficient positive cash flows from operations is subject to many risks and uncertainties, including future economic trends and conditions, demand for the Company’sour products, supply chain challenges, price inflation, foreign currency exchange rates, and other risks and uncertainties applicable to the Companyus and itsour business (see “Risk Factors” contained in Part I, Item 1A in this Form 10-K). As of December 31, 2022, the Company2023, we had $415.3$742.6 million in cash and availability under itsour credit facilities, which is a decreasean increase of $337.5$327.3 million or 44.8%78.8% compared to December 31, 2021.2022. Information about the Company’sour credit facilities and long-term borrowings is presented in Note 7. “Financing Arrangements” in the Notes to Consolidated Financial Statements in this Form 10-K and is incorporated herein by this reference.
On March 16, 2023, we completed a comprehensive plan to refinance and modify our capital structure in order to extend our debt maturities, reduce our base borrowing rate and improve our liquidity, as well as simplify our capital structure. As a result, we entered into a new $1,250.0 million senior secured Term Loan B facility which matures on March 16, 2030. We used a portion of the proceeds to pay off our then existing senior secured Term Loan B facility of $432.0 million and Topgolf senior secured credit facilities of $504.1 million. In addition to the entry into our Term Loan B facility, we also extended and increased our then existing $400.0 million senior secured ABL revolving credit facility with a new $525.0 million senior secured ABL revolving credit facility which matures on March 16, 2028.
As of December 31, 2022,2023, approximately 75%40% of the Company’sour cash was held in regions outside of the United States. The Company continuesWe continue to maintain itsour indefinite reinvestment assertion with respect to most jurisdictions in which it operateswe operate because of local cash requirements to operate itsour business. If the Companywe were to repatriate cash to the United States outside of settling intercompany balances, itwe may need to pay incremental foreign withholding taxes which, subject to certain limitations, generate foreign tax credits for use against the Company’sour U.S. tax liability, if any. Additionally, the Companywe may need to pay certain state income taxes.
Significant Cash Obligations
The Company plansWe plan to utilize itsour liquidity (as described above) and itsour cash flows from business operations to fund itsour material cash requirements. The table below summarizes certain significant cash obligations as of December 31, 20222023 that will affect the Company’sour future liquidity (in millions):
| | | | Payments Due By Period | | Payments Due By Period |
| Total | | 2023 | | 2024 - 2025 | | 2026 - 2027 | | Thereafter |
| Total | | | Total | | 2024 | | 2025 - 2026 | | 2027 - 2028 | | Thereafter |
Long-term debt(1) | Long-term debt(1) | $ | 1,214.4 | | | $ | 17.7 | | | $ | 141.0 | | | $ | 1,010.8 | | | $ | 44.9 | |
Interest payments relating to long-term debt(2) | Interest payments relating to long-term debt(2) | 309.2 | | | 95.8 | | | 162.4 | | | 14.9 | | | 36.1 | |
Finance leases, including imputed interest(3) | Finance leases, including imputed interest(3) | 635.6 | | | 11.2 | | | 28.9 | | | 30.7 | | | 564.8 | |
Operating leases, including imputed interest(4) | Operating leases, including imputed interest(4) | 2,460.4 | | | 152.5 | | | 300.0 | | | 288.9 | | | 1,719.0 | |
DLF obligations(5) | DLF obligations(5) | 2,898.3 | | | 52.2 | | | 109.9 | | | 113.5 | | | 2,622.7 | |
Minimum lease payments for leases signed but not yet commenced(6) | Minimum lease payments for leases signed but not yet commenced(6) | 834.2 | | | 8.4 | | | 35.4 | | | 35.4 | | | 755.0 | |
Capital commitments(7) | Capital commitments(7) | 48.0 | | | 36.0 | | | 12.0 | | | — | | | — | |
Unconditional purchase obligations(8) | Unconditional purchase obligations(8) | 83.9 | | | 47.2 | | | 26.5 | | | 10.2 | | | — | |
Uncertain tax contingencies(9) | Uncertain tax contingencies(9) | 12.5 | | | 1.8 | | | 6.7 | | | 3.2 | | | 0.8 | |
| Total | Total | $ | 8,496.5 | | | $ | 422.8 | | | $ | 822.8 | | | $ | 1,507.6 | | | $ | 5,743.3 | |
| (1) Excludes unamortized debt discounts, unamortized debt issuance costs, and fair value adjustments. For further details, see Note 7. “Financing Arrangements” in the Notes to Consolidated Financial Statements in this Form 10-K. | (1) Excludes unamortized debt discounts, unamortized debt issuance costs, and fair value adjustments. For further details, see Note 7. “Financing Arrangements” in the Notes to Consolidated Financial Statements in this Form 10-K. | |
(1) Excludes unamortized debt discounts, unamortized debt issuance costs, and fair value adjustments. For further details, see Note 7. “Financing Arrangements” in the Notes to Consolidated Financial Statements in this Form 10-K. | |
(2) Long-term debt may have fixed or variable interest rates. For further details, see Note 7. “Financing Arrangements” in the Notes to Consolidated Financial Statements in this Form 10-K. | (2) Long-term debt may have fixed or variable interest rates. For further details, see Note 7. “Financing Arrangements” in the Notes to Consolidated Financial Statements in this Form 10-K. | (2) Long-term debt may have fixed or variable interest rates. For further details, see Note 7. “Financing Arrangements” in the Notes to Consolidated Financial Statements in this Form 10-K. |
(3) Represents future minimum payments under financing leases. For further details, see Note 4. “Leases” in the Notes to Consolidated Financial Statements in this Form 10-K. | (4) Represents commitments for minimum lease payments under non-cancellable operating leases. For further details, see Note 4. “Leases” in the Notes to Consolidated Financial Statements in this Form 10-K. | (5) Represents DLF obligations in connection with the construction of Topgolf venues. For further details, see Note 4. “Leases” in the Notes to Consolidated Financial Statements in this Form 10-K. | (6) Represents future minimum lease payments under lease agreements that have not yet commenced as of December 31, 2022 in relation to future Topgolf facilities. For further discussion, see Note 4. “Leases” in the Notes to Consolidated Financial Statements in this Form 10-K. | (7) Represents capital expenditure commitments under lease agreements for Topgolf venues under construction that have been signed as of December 31, 2022. | (8) During the normal course of its business, the Company enters into agreements to purchase goods and services, including commitments for endorsement agreements with professional athletes and other endorsers, consulting and service agreements, and intellectual property licensing agreements pursuant to which the Company is required to pay royalty fees. The amounts listed above approximate the minimum purchase obligations the Company is obligated to pay under these agreements over the next five years and thereafter as of December 31, 2022. The actual amounts paid under some of the agreements may be higher or lower than these amounts. In addition, the Company also enters into unconditional purchase obligations with various vendors and suppliers of goods and services during the normal course of business through purchase orders or other documentation or that are undocumented except for an invoice. For further details, see Note 13 “Commitments & Contingencies” in the Notes to Consolidated Financial Statements in this Form 10-K. | (9) Amounts represent current and non-current portions of uncertain income tax positions as recorded on the Company’s Consolidated Balance Sheets as of December 31, 2022. Amounts exclude uncertain income tax positions that the Company would be able to offset against deferred taxes. For further discussion, see Note 12. “Income Taxes” in the Notes to Consolidated Financial Statements in this Form 10-K. | (3) Represents future minimum payments under financing leases. For further details, see Note 6. “Leases” in the Notes to Consolidated Financial Statements in this Form 10-K. | | (3) Represents future minimum payments under financing leases. For further details, see Note 6. “Leases” in the Notes to Consolidated Financial Statements in this Form 10-K. |
(4) Represents commitments for minimum lease payments under non-cancellable operating leases. For further details, see Note 6. “Leases” in the Notes to Consolidated Financial Statements in this Form 10-K. | | (4) Represents commitments for minimum lease payments under non-cancellable operating leases. For further details, see Note 6. “Leases” in the Notes to Consolidated Financial Statements in this Form 10-K. |
(5) Represents DLF obligations, including extension periods, in connection with the construction of Topgolf venues. For further details, see Note 6. “Leases” in the Notes to Consolidated Financial Statements in this Form 10-K. | | (5) Represents DLF obligations, including extension periods, in connection with the construction of Topgolf venues. For further details, see Note 6. “Leases” in the Notes to Consolidated Financial Statements in this Form 10-K. |
(6) Represents future minimum lease payments under lease agreements that have not yet commenced as of December 31, 2023 in relation to future Topgolf facilities. For further discussion, see Note 6. “Leases” in the Notes to Consolidated Financial Statements in this Form 10-K. | | (6) Represents future minimum lease payments under lease agreements that have not yet commenced as of December 31, 2023 in relation to future Topgolf facilities. For further discussion, see Note 6. “Leases” in the Notes to Consolidated Financial Statements in this Form 10-K. |
(7) Represents capital expenditure commitments under lease agreements for Topgolf venues under construction that have been signed as of December 31, 2023. | | (7) Represents capital expenditure commitments under lease agreements for Topgolf venues under construction that have been signed as of December 31, 2023. |
(8) During the normal course of our business, we enter into agreements to purchase goods and services, including commitments for endorsement agreements with professional athletes and other endorsers, consulting and service agreements, and intellectual property licensing agreements pursuant to which we are required to pay royalty fees. The amounts listed above approximate the minimum purchase obligations we are obligated to pay under these agreements over the next five years and thereafter as of December 31, 2023. The actual amounts paid under some of the agreements may be higher or lower than these amounts. In addition, we also enter into unconditional purchase obligations with various vendors and suppliers of goods and services during the normal course of business through purchase orders or other documentation or that are undocumented except for an invoice. For further details, see Note 13. “Commitments & Contingencies” in the Notes to Consolidated Financial Statements in this Form 10-K. | | (8) During the normal course of our business, we enter into agreements to purchase goods and services, including commitments for endorsement agreements with professional athletes and other endorsers, consulting and service agreements, and intellectual property licensing agreements pursuant to which we are required to pay royalty fees. The amounts listed above approximate the minimum purchase obligations we are obligated to pay under these agreements over the next five years and thereafter as of December 31, 2023. The actual amounts paid under some of the agreements may be higher or lower than these amounts. In addition, we also enter into unconditional purchase obligations with various vendors and suppliers of goods and services during the normal course of business through purchase orders or other documentation or that are undocumented except for an invoice. For further details, see Note 13. “Commitments & Contingencies” in the Notes to Consolidated Financial Statements in this Form 10-K. |
(9) Amounts represent current and non-current portions of uncertain income tax positions as recorded on our Consolidated Balance Sheets as of December 31, 2023. Amounts exclude uncertain income tax positions that we would be able to offset against deferred taxes. For further discussion, see Note 12. “Income Taxes” in the Notes to Consolidated Financial Statements in this Form 10-K. | | (9) Amounts represent current and non-current portions of uncertain income tax positions as recorded on our Consolidated Balance Sheets as of December 31, 2023. Amounts exclude uncertain income tax positions that we would be able to offset against deferred taxes. For further discussion, see Note 12. “Income Taxes” in the Notes to Consolidated Financial Statements in this Form 10-K. |
During itsthe normal course of business, the Company haswe have made certain indemnities, commitments and guarantees under which itwe may be required to make payments in relation to certain transactions. These include (i) intellectual property indemnities to the Company’sour customers and licensees in connection with the use, sale and/or license of Companyour products or trademarks, (ii) indemnities to various lessors in connection with facility leases for certain claims arising from such facilities or leases, (iii) indemnities to vendors and service providers pertaining to the goods or services provided to the Companyus or based on the negligence or willful misconduct, of the Company, and (iv) indemnities involving the accuracy of representations and warranties in certain contracts. In addition, the Company haswe have made contractual commitments to each of itsour officers and certain other employees providing for severance payments upon the termination of employment. The Company hasWe have also issued guarantees in the form of a standby letter of credit in the amount of $0.4 million primarily as security for contingent liabilities related to import and export duties and fees, as well as employee tax withholding.under certain workers’ compensation insurance policies.
The duration of these indemnities, commitments and guarantees varies, and in certain cases may be indefinite. The majority of these indemnities, commitments and guarantees do not provide for any limitation on the maximum amount of future payments the Companywe could be obligated to make. Historically, costs incurred to settle claims related to indemnities have not been material to the Company’sour financial position, results of operations or cash flows. In addition, the Company believeswe believe the likelihood is remote that payments under the commitments and guarantees described above will have a material effect on the Company’sour financial condition. The fair value of these indemnities, commitments and guarantees that the Companywe issued during the 12 months ended December 31, 20222023 was not material to the Company’sour financial position, results of operations or cash flows.
In addition to the contractual obligations listed above, the Company’sour liquidity could also be adversely affected by an unfavorable outcome with respect to claims and litigation that the Company iswe are subject to from time to time. See Note 13. “Commitments & Contingencies” in the Notes to Consolidated Financial Statements in this Form 10-K.
We have no material off-balance sheet arrangements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The Company usesWe use derivative financial instruments to mitigate itsour exposure to changes in foreign currency exchange rates and interest rates. Transactions involving these financial instruments are with creditworthy banks, primarily banks that are party to the Company’sour credit facilities (see Note 7. “Financing Arrangements” and Note 18. “Derivatives and Hedging” in the Notes to Consolidated Financial Statements in this Form 10-K). The use of these instruments exposes the Companyus to market and credit risk which may at times be concentrated with certain counterparties, although counterparty nonperformance is not anticipated.
Foreign Currency Fluctuations
Information about the Company’sour foreign currency hedging activities is set forth in Note 18. “Derivatives and Hedging” in the Notes to Consolidated Financial Statements in this Form 10-K, which is incorporated herein by this reference.
As part of the Company’sour risk management procedure, a sensitivity analysis model is used to measure the potential loss in future earnings of market-sensitive instruments resulting from one or more selected hypothetical changes in interest rates or foreign currency values. The sensitivity analysis model quantifies the estimated potential effect of unfavorable movements of 10% in foreign currencies to which the Company waswe were exposed at December 31, 20222023 through itsour foreign currency forward contracts.
At December 31, 2022,2023, the estimated maximum loss from the Company’sour foreign currency forward contracts, calculated using the sensitivity analysis model described above, was $58.8$31.6 million. The Company believesWe believe that such a hypothetical loss from itsour foreign currency forward contracts would be partially offset by increases in the value of the underlying transactions being hedged.
The sensitivity analysis model is a risk analysis tool and does not purport to represent actual losses in earnings that we will be incurred by the Company,incur, nor does it consider the potential effect of favorable changes in market rates. It also does not represent the maximum possible loss that may occur. Actual future gains and losses will differ from those estimated because of changes or differences in market rates and interrelationships, hedging instruments and hedge percentages, timing and other factors.
Interest Rate Fluctuations
The Company isWe are exposed to interest rate risk from itsour credit facilities and long-term borrowing commitments. Outstanding borrowings under these credit facilities and long-term borrowing commitments accrue interest as described in Note 77. “Financing Arrangements” in the Notes to Consolidated Financial Statements in this Form 10-K. The Company’sOur long-term borrowing commitments are subject to interest rate fluctuations, which could be material to the Company’sour cash flows and results of operations. In order to mitigate this risk, the Company enterswe enter into interest rate hedges as part of itsour interest rate risk management strategy. Information about the Company’sour interest rate hedges is provided in Note 18. “Derivatives and Hedging” in the Notes to Consolidated Financial Statements in this Form 10-K. In order to determine the impact of unfavorable changes in interest rates on the Company’sour cash flows and results of operations, the Companywe performed a sensitivity analysis as part of itsour risk management procedures. The sensitivity analysis quantified that the incremental expense incurred by aA hypothetical 10% increase in our interest rates, which represents a change of approximately 50 basis points, would be $1.3result in a difference in incremental interest expense of approximately $5.2 million overfor the 12-month period ending on December 31, 2022.2023.
Inflation
The Company’scontinued increase in inflation partially contributed to the increase in the cost of our products and services as well as our operating costs. If the cost of our products, employee costs, andor other costs have been subject to, and we expect will continue to be subject to significant inflationary pressures. Suchpressures, such inflationary pressures have had, and may continue to have an adverse effect on the Company’sour ability to maintain current levels of gross margin and selling, general and administrative expenses. Further, the Companywe may not be able to offset these increased costs through price increases. As a result, the Company’sour inability to quickly respond to inflation could harm itsour cash flows and results of operations in the future.
Item 8. Financial Statements and Supplementary Data
The Company’sOur Consolidated Financial Statements as of December 31, 20222023 and 20212022 and for each of the three years in the period ended December 31, 2022,2023, together with the report of the Company’sour independent registered public accounting firm, are included in this Annual Report on Form 10-K beginning on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The CompanyWe carried out an evaluation, under the supervision and with the participation of the Company’sour management, including the Company’sour Chief Executive Officer and Chief Financial Officer, of the effectiveness, as of December 31, 2022,2023, of the Company’sour disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’sour disclosure controls and procedures were effective as of December 31, 2022.2023.
Management’s Report on Internal Control over Financial Reporting
The Company’sOur management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Management assessed the effectiveness of the Company’sour internal control over financial reporting as of December 31, 2022.2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in itsour report entitled Internal Control—Integrated Framework (2013). Based on that assessment, management concluded that as of December 31, 2022, the Company’s2023, our internal control over financial reporting was effective based on the COSO criteria.
The effectiveness of the Company’sour internal control over financial reporting as of December 31, 20222023 has been audited by Deloitte & Touche LLP, the Company’sour independent registered public accounting firm, as stated in its report which is included herein.
Changes in Internal Control over Financial Reporting
During the quarter ended December 31, 2022,2023, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’sour internal control over financial reporting.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Item 9B. Other Information
None.During the three months ended December 31, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement.”
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors and Shareholders of
Topgolf Callaway Brands Corp.
Carlsbad, California
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Topgolf Callaway Brands Corp. and subsidiaries (the “Company”) as of December 31, 2022,2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022,2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022,2023, of the Company and our report dated February 28, 2023,2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTEDeloitte & TOUCHETouche LLP
Costa Mesa, California
February 28, 20232024
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Certain information concerning the Company’sour executive officers is included under the caption “Information About the Company’sour Executive Officers” following Part I, Item 1 of this Form 10-K. The other information required by Item 10 will be included in the Company’sour definitive Proxy Statement under the captions “Proposal No. 1 - Election of Directors,” “Delinquent Section 16(a) Reports” and “Board of Directors and Corporate Governance,” to be filed with the Commission within 120 days after the end of calendar year 20222023 pursuant to Regulation 14A, which information is incorporated herein by this reference.
Item 11. Executive Compensation
The Company maintainsWe maintain employee benefit plans and programs in which itsour executive officers are participants. Copies of certain of these plans and programs are set forth or incorporated by reference as Exhibits to this report. Information required by Item 11 will be included in the Company’sour definitive Proxy Statement under the captions “Executive Officer Compensation,” “Executive Officer Compensation - Compensation Committee Report” and “Board of Directors and Corporate Governance,” to be filed with the Commission within 120 days after the end of calendar year 20222023 pursuant to Regulation 14A, which information is incorporated herein by this reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information required by Item 12 will be included in the Company’sour definitive Proxy Statement under the caption “Beneficial Ownership of the Company’s Securities,” to be filed with the Commission within 120 days after the end of calendar year 20222023 pursuant to Regulation 14A, which information is incorporated herein by this reference.
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information about the number of stock options and shares underlying restricted stock units and performance share units outstanding and authorized for issuance under all of our equity compensation plans of the Company as of December 31, 2022.2023. See Note 15. “Stock Plans and Share-Based Compensation” in the Notes to Consolidated Financial Statements in this Form 10-K for further discussion of theour equity plans of the Company.plans.
Equity Compensation Plan Information (in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| Plan Category | Number of Shares to be Issued Upon Exercise of Outstanding Options and Vesting of Restricted Stock Units and Performance Share Units(1) | | | Weighted Average Exercise Price of Outstanding Options(2) | | Number of Shares
Remaining
Available for
Future Issuance | |
| (in millions, except dollar amounts) | |
| Equity Compensation Plans Approved by Shareholders | 3.0 | | (3) | | $ | 6.52 | | | 16.1 | | (4) |
Equity Compensation Plans Not Approved by Shareholders(5) | 0.5 | | (6) | | — | | | — | | |
| Total | 3.5 | | | | $ | 6.52 | | | 16.1 | | |
| | | | | | | |
(1) Outstanding shares underlying restricted stock units (“RSUs”) granted under the Callaway Golf Company Amended and Restated 2004 Incentive Plan (the “2004 Plan”) at target reported in this column include 135 shares of accrued incremental stock dividend equivalent rights. |
(2) Does not include shares underlying RSUs and performance share units (“PSUs”), which do not have an exercise price |
(3) Includes 1,045 shares underlying RSUs issuable under the Company’s 2013 Non-Employee Directors Stock Incentive Plan (“the 2013 Plan”) and 27,191 shares underlying stock options, 1,081,232 shares underlying RSUs and 1,761,758 shares underlying PSUs (at “target”) issuable under the 2004 Plan and 104,328 shares underlying RSUs and 7,936 shares underlying PSUs (at “target”) outstanding under the Company’s 2022 Incentive Plan (the “2022 Plan”). |
(4) Consists of 16,070,421 shares remaining available for future issuance under the 2022 Plan. For purposes of calculating the shares that remain available for future issuance under the 2022 Plan, each share subject to an option is counted against the share reserve as 1.0 share and each share subject to a full value award (i.e., RSUs and PSUs) under the 2022 Plan is counted against the share reserve as 2.0 shares under the 2022 Incentive Plan’s fungible share ratio. In addition, shares underlying outstanding awards under the 2004 Plan may again become available for issuance under the 2022 Plan to the extent such awards lapse, expire, terminate or are canceled. |
(5) In connection with the Company’s merger with Topgolf, the Company assumed the following equity compensation plans: the Topgolf 2015 Stock Incentive Plan (the “TG15 Plan”), the Topgolf 2016 Stock Incentive Plan (the “TG16 Plan”), and that certain Topgolf International, Inc. Nonqualified Stock Option Grant Notice and Stock Option Agreement dated October 18, 2016 between Topgolf and WestRiver Management, LLC (the “WestRiver Option Agreement,”) and the outstanding awards thereunder. No shares are available for grant under the TG15 Plan, the TG16 Plan or the WestRiver Option Agreement at December 31, 2022 (see Note 14. “Capital Stock” in the Notes to Consolidated Financial Statements in this Form 10-K), and therefore, the outstanding awards under such plans are not reported in the table. As of December 31, 2022, there remains a total of 287,683 shares underlying stock options outstanding under the TG15 Plan, 1,569,375 shares underlying stock options outstanding under the TG16 Plan, and 26,685 shares underlying stock options outstanding under the WestRiver Option Agreement, which options have a weighted average exercise price of $27.26. |
(6) Includes 225,643 shares underlying RSUs and 314,729 shares underlying PSUs (at “target”) issuable under the Company’s 2021 Inducement Plan which is more fully described in Note 15. “Stock Plans and Share-Based Compensation”. |
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| Plan Category | Number of Shares to be Issued Upon Exercise of Outstanding Options and Vesting of Restricted Stock Units and Performance Share Units(1) | | | Weighted Average
Exercise Price of
Outstanding
Options | | Number of Shares
Remaining
Available for
Future Issuance | |
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| Equity Compensation Plans Approved by Shareholders | 3.4 | | (2) | | $ | 28.44 | | | 12.0 | | (3) |
Equity Compensation Plans Not Approved by Shareholders(4) | 0.3 | | (5) | | — | | | — | | |
| Total | 3.7 | | | | $ | 28.44 | | | 12.0 | | |
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(1) Outstanding shares underlying restricted stock units (“RSUs”) granted under the Callaway Golf Company Amended and Restated 2004 Incentive Plan (the “2004 Plan”) at target reported in this column include 21 shares of accrued incremental stock dividend equivalent rights. |
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(2) Includes 600,458 shares underlying RSUs and 1,460,861 shares underlying PSUs (at “target”) issuable under the 2004 Plan and 725,883 shares underlying RSUs and 572,091 shares underlying PSUs (at “target”) outstanding under our 2022 Incentive Plan (the “2022 Plan”). |
(3) Consists of 12,048,290 shares remaining available for future issuance under the 2022 Plan. For purposes of calculating the shares that remain available for future issuance under the 2022 Plan, each share subject to an option is counted against the share reserve as 1.0 share and each share subject to a full value award (i.e., RSUs and PSUs) under the 2022 Plan is counted against the share reserve as 2.0 shares under the 2022 Incentive Plan’s fungible share ratio. In addition, shares underlying outstanding awards under the 2004 Plan may again become available for issuance under the 2022 Plan to the extent such awards lapse, expire, terminate or are canceled. |
(4) In connection with our merger with Topgolf, we assumed the following equity compensation plans: the Topgolf 2015 Stock Incentive Plan (the “TG15 Plan”), the Topgolf 2016 Stock Incentive Plan (the “TG16 Plan”), and that certain Topgolf International, Inc. Nonqualified Stock Option Grant Notice and Stock Option Agreement dated October 18, 2016 between Topgolf and WestRiver Management, LLC (the “WestRiver Option Agreement,”) and the outstanding awards thereunder. No shares are available for grant under the TG15 Plan, the TG16 Plan or the WestRiver Option Agreement at December 31, 2023 (see Note 14. “Capital Stock” in the Notes to Consolidated Financial Statements in this Form 10-K), and therefore, the outstanding awards under such plans are not reported in the table. As of December 31, 2023, there remains a total of 183,516 shares underlying stock options outstanding under the TG15 Plan, 860,839 shares underlying stock options outstanding under the TG16 Plan, and 26,685 shares underlying stock options outstanding under the WestRiver Option Agreement, which options have a weighted average exercise price of $28.44. |
(5) Includes 69,734 shares underlying RSUs and 243,405 shares underlying PSUs (at “target”) issuable under our 2021 Inducement Plan which is more fully described in Note 15. “Stock Plans and Share-Based Compensation”. |
Item 13. Certain Relationships, Related Transactions and Director Independence
The information required by Item 13 will be included in the Company’sour definitive Proxy Statement under the captions “Transactions with Related Persons” and “Board of Directors and Corporate Governance,” to be filed with the Commission within 120 days after the end of calendar year 20222023 pursuant to Regulation 14A, which information is incorporated herein by this reference.
Item 14. Principal Accountant Fees and Services
The information included in Item 14 will be included in the Company’sour definitive Proxy Statement under the caption “Information Concerning Independent Registered Public Accounting Firm” to be filed with the Commission within 120 days after the end of calendar year 20222023 pursuant to Regulation 14A, which information is incorporated herein by this reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
Documents filed as part of this report:
1. Financial Statements. The following consolidated financial statements of Topgolf Callaway Brands and itsour subsidiaries required to be filed pursuant to Part II, Item 8 of this Form 10-K, are included in this Annual Report on Form 10-K beginning on page F-1:
•Report of Independent Registered Public Accounting Firm;
•Consolidated Balance Sheets as of December 31, 20222023 and 2021;2022;
•Consolidated Statements of Operations for the years ended December 31, 2023, 2022 2021 and 2020;2021;
•Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 2021 and 2020;2021;
•Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 2021 and 2020;2021;
•Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023, 2022 2021 and 2020;2021; and
•Notes to Consolidated Financial Statements.
2. Financial statement schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto.
3. Exhibits.
A copy of any of the following exhibits will be furnished to any beneficial owner of the Company’sour common stock, or any person from whom the Company solicitswe solicit a proxy, upon written request and payment of the Company’sour reasonable expenses in furnishing any such exhibit. All such requests should be directed to the Company’sour Investor Relations Department at Topgolf Callaway Brands Corp., 2180 Rutherford Road, Carlsbad, CA 92008.
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| 4.5 | | | Assignment, Assumption and Amendment Agreement, dated as of October 27, 2020, by and among the Company, Topgolf and PEP TG Investments LP, relating to that certain Warrant, issued by Topgolf to PEP TG Investments LP on July 6, 2016, incorporated herein by this reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, as filed with the Commission on March 1, 2022 (file no. 1-10962).
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10.47 | | | Fourth Amended and Restated Loan and Security Agreement, dated as of May 17, 2019, among Callaway Golf Company, Callaway Golf Sales Company, Callaway Golf Ball Operations, Inc., Ogio International, Inc., travisMathew, LLC, Callaway Golf Canada Ltd., Callaway Golf Europe Ltd., JACK WOLFSKIN Ausrüstung für Draussen GmbH & Co. KGaA, Callaway Golf Interactive, Inc., Callaway Golf International Sales Company, Callaway Golf European Holding Company Limited, Callaway Germany Holdco GmbH, JW STARGAZER Holding GmbH, SKYRAGER GmbH, Jack Wolfskin Retail GmbH, Bank of America, N.A., as administrative agent and collateral agent, MUFG Union Bank, as syndication agent, SunTrust Bank, as documentation agent, Bank of America, N.A., as sole lead arranger and sole bookrunner and each of Bank of America, N.A., Bank of America, N.A. (acting through its London branch), Bank of America, N.A. (acting through its Canada branch), SunTrust Bank, MUFG Union Bank N.A., JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., London Branch and JPMorgan Chase Bank, N.A., Toronto Branch, as lenders,C. Matthew Turney, incorporated herein by this reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, as filed with the Commission on May 22, 2019June 9, 2023 (file no. 1-10962). |
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10.4810.38 | | | First Amendment to Fourth Amended and Restated Loan and SecurityCredit Agreement, dated as of August 28, 2019, byMarch 16, 2023, among Topgolf Callaway Brands Corp., the financial institutions party thereto from time to time as lenders, and among Callaway Golf Company, Callaway Golf Sales Company, Callaway Golf Ball Operations, Inc., Ogio International, Inc., travisMathew, LLC, Callaway Golf Canada Ltd., Callaway Golf Europe Ltd., Jack Wolfskin North America, Inc, and JACK WOLFSKIN Ausrüstung für Draussen GmbH, Bank of America, N.A. as administrative agent, and certain financial institutions as lenders, incorporated herein by this reference to Exhibit 10.210.3 to the Company’sCompany’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as filed with the Commission on May 11, 2020(file10, 2023 (file no. 1-10962). |
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10.4910.39 | | | Second Amendment to FourthFifth Amended and Restated Loan and Security Agreement, dated as of March 20, 2020, among Callaway Golf Company, Callaway Golf Sales Company, Callaway Golf Ball Operations, Inc., Ogio International, Inc., travisMathew, LLC, Callaway Golf Canada Ltd., Callaway Golf Europe Ltd., Jack Wolfskin North America, Inc, and JACK WOLFSKIN Ausrüstung für Draussen GmbH, Bank of America, N.A. as administrative agent and certain financial institutions as lenders, incorporated herein by this reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on March 25, 2020 (file no. 1-10962). |
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10.50 | | | Third Amendment to Fourth Amended and Restated Loan and Security Agreement, dated as of April 28, 2020, among Callaway Golf Company, Callaway Golf Sales Company, Callaway Golf Ball Operations, Inc., Ogio International, Inc., travisMathew, LLC, Callaway Golf Canada Ltd., Callaway Golf Europe Ltd., Jack Wolfskin North America, Inc, and JACK WOLFSKIN Ausrüstung für Draussen GmbH, Bank of America, N.A. as administrative agent and certain financial institutions as lenders, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on April 29, 2020 (file no. 1-10962). |
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10.51 | | | Fourth Amendment to Fourth Amended and Restated Loan and Security Agreement, dated as of October 27, 2020,16, 2023, by and among Topgolf Callaway Golf Company,Brands Corp., certain subsidiaries of Topgolf Callaway Golf Company, and Bank of America, N.A.Brands Corp., as administrative agent and as security trustee, incorporated herein by this reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, as filed with the Commission on October 27, 2020 (file no. 1-10962). |
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10.52 | | | Fifth Amendment to Fourth Amended and Restated Loan and Security Agreement, dated as of December 16, 2021, by and among the Company, certain subsidiaries of the Company, the financial institutions party thereto from time to time as lenders, and Bank of America, N.A., as administrative agent and security trustee, incorporated herein by this reference to Exhibit 10.110.2 to the Company’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2022, as filed with the Commission on November 4, 2022May 10, 2023 (file no. 1-10962). |
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10.5310.40 | | | Sixth Amendment to Fourth Amended and Restated Loan and Security Agreement, dated as of September 23, 2022, by and among the Company, certain subsidiaries of the Company, the financial institutions party thereto from time to time as lenders and Bank of America, N.A., as administrative agent and security trustee, incorporated herein by this reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on September 28, 2022 (file no. 1-10962). |
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10.54 | | | Amendment No. 1, dated as of April 28, 2020, to the Credit Agreement, dated as of January 4, 2019, by and among Callaway Golf Company, Bank of America, N.A., as administrative agent, and the financial institutions party thereto, incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the Commission on April 29, 2020 (file no. 1-10962). |
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| 101 | | | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022,2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive (Loss) Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. |
| 104 | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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____________† Included in this report
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on itsour behalf by the undersigned, thereunto duly authorized.
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| | TOPGOLF CALLAWAY BRANDS CORP. |
| | By: | /s/ OLIVER G. BREWER III |
| | | Oliver G. Brewer III |
| | | President and Chief Executive Officer |
Date: February 28, 20232024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and as of the dates indicated.
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| Signature | | Title | Dated as of |
| Principal Executive Officer: | | | |
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| /s/ OLIVER G. BREWER III | | President and Chief Executive Officer, Director | February 28, 20232024 |
| Oliver G. Brewer III | | | |
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| Principal Financial Officer: | | | |
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| /s/ BRIAN P. LYNCH | | Executive Vice President, Chief Financial Officer | February 28, 20232024 |
| Brian P. Lynch | | | |
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| Principal Accounting Officer: | | | |
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| /s/ JENNIFER THOMAS | | Sr. Vice President, Chief Accounting Officer | February 28, 20232024 |
| Jennifer Thomas | | | |
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| Non-Management Directors: | | | |
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| * | | Vice Chairman of the Board | February 28, 20232024 |
| Erik J Anderson | | | |
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| * | | Director | February 28, 2023 |
Samuel H. Armacost | | | |
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* | | Director | February 28, 2023 |
Scott H. Baxter | | | |
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* | | Director | February 28, 2023 |
Thomas G. Dundon | | | |
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* | | Director | February 28, 20232024 |
| Laura J. Flanagan | | | |
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| * | | Director | February 28, 20232024 |
| Russell L. Fleischer | | | |
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| * | | Director | February 28, 20232024 |
| Bavan M. Holloway | | | |
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| * | | Chairman of the Board | February 28, 20232024 |
| John F. Lundgren | | | |
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| * | | Director | February 28, 20232024 |
| Scott M. Marimow | | | |
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| * | | Director | February 28, 20232024 |
| Adebayo O. Ogunlesi | | | |
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| * | | Director | February 28, 20232024 |
| Varsha R. Rao | | | |
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| * | | Director | February 28, 20232024 |
| Linda B. Segre | | | |
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| * | | Director | February 28, 20232024 |
| Anthony S. Thornley | | | |
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| * | | Director | February 28, 2024 |
| C. Matthew Turney | | | |
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| *By: | /s/ BRIAN P. LYNCH | |
| Brian P. Lynch | |
| Attorney-in-fact | |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Topgolf Callaway Brands Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Topgolf Callaway Brands Corp. and subsidiaries (the “Company”) as of December 31, 20222023 and 2021,2022, the related consolidated statements of operations, comprehensive income, (loss), shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2022,2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20222023 and 2021,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022,2023, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022,2023, based on criteria established in Internal Control — Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2023,2024, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 3 to the financial statements, the Company changed its method of accounting for convertible debt effective January 1, 2022, due to the adoption of Accounting Standards Update No. 2020-06, Debt - Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, using the modified retrospective approach.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit MattersMatter
The critical audit mattersmatter communicated below are mattersis a matter arising from the current-period audit of the financial statements that werewas communicated or required to be communicated to the audit committee and that (1) relaterelates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.it relates.
Venue Lease Classification under ASC 842 — Refer to Notes 2 and 4 to the financial statements
Critical Audit Matter Description
When the Company identifies a location for a new Topgolf venue, it will either directly lease or purchase the land from the land’s legal owner. In scenarios in which the land is purchased, the Company will sell the land to a third-party financing partner and subsequently enter into a lease agreement with the third-party for the use of the both the land and building. Under these build-to-suit arrangements, the construction terms, financing and eventual lease are agreed to prior to the construction period. In certain cases, it is determined that the Company controls the use of the underlying land that the venue is built on during the construction period, resulting in it being deemed in control of the building that is being constructed in accordance with Accounting Standards Codification (ASC) 842-40. As a result, the Company records the construction-in-process and a corresponding financial liability for the consideration received from the financing partner (i.e., referred to as deemed landlord financing obligation or “DLF” by the Company). Once the construction is completed, the Company applies the ASC 840-40 sale-lease back criteria, which involves evaluating the terms of the leaseback and assessing lease classification, for the purpose
of determining if control of the building is transferred to the legal owner or if the Company remains the deemed accounting owner of such assets for accounting purposes. If control does not pass to the legal owner, it is considered a failed sale, and the assets and the financial liability that were recognized during the construction period remains on the Company’s balance sheet. If control passes to the legal owner, it is considered a successful sale, and the building and corresponding deemed landlord financing obligation are derecognized, with a gain or loss recognized based on difference between the carrying amount of the building and financial liability. The Company then recognizes an operating lease for the leaseback in accordance with ASC 842-20. In scenarios in which the Company directly leases the land and facility from the third-party or is not determined to be in control of the building during the construction process, lease classification will be assessed as of the lease commencement date. At December 31, 2022, the deemed landlord financing (“DLF”) obligations were $660.4 million.
We identified lease classification for Topgolf venue leases as a critical audit matter due to the complex accounting considerations involved with the Company’s leasing arrangements. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, to audit and evaluate these inputs.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the classification of new Topgolf obligations related to leasing activities included the following, among others:
•We obtained an understanding and evaluated the design and operating effectiveness of internal controls in respect of the Company’s lease accounting evaluation.
•We selected a sample of lease obligations and performed the following:
◦Obtained and inspected the underlying agreements and evaluated the structure and terms of the agreements to determine if sale and leaseback guidance was applicable.
◦Based on the terms and structure of the agreement, evaluated whether the transaction resulted in a sale-lease back or a failed sale.
◦For all selected leases, evaluated the Company’s classification determination by independently assessing each of the lease classification criteria as outlined within ASC 842 used to determine operating versus finance classification.
◦Involved professionals in our firm having expertise in fair value measurements to evaluate the Company’s inputs for test (d) of the lease classification calculation.
Deferred Income Tax Provision Including Valuation Allowance – Refer to Notes 2 and 12 to the Financial Statementsfinancial statements
Critical Audit Matter Description
The Company is subject to income tax in the U.S. and foreign jurisdictions, and deferred tax assets and liabilities result from temporary differences between the financial reporting and tax bases of assets and liabilities. As described in Note 12 to the consolidated financial statements, the Company recorded an income tax benefit of $60.2 million and has gross deferred tax assets of $892.6$1,008.3 million, a valuation allowance of $47.7 million reducing the deferred tax assets to $960.6 million and, overall, net deferred tax liabilities of $101.4 million, inclusive of a valuation allowance of $100.2$21 million as of December 31, 2022. The2023. Management uses judgment when recording its tax provision, which includes the interpretation and application of complex tax laws across multiple jurisdictions. In addition, the valuation of the Company’s deferred tax assets requires a significant amount of judgment, including estimates of future taxable income and the ability to utilize net operating losses (“NOLs”)(NOLs) and tax credits to offset future taxable income.
Given the significant judgementsjudgments by management when interpreting and applying complex tax laws and regulations, as well as Accounting Standard Codification Topic No. 740, Income Taxes, our audit procedures to assess the tax provision and the valuation allowance recorded against the Company’s deferred tax assets required a high degree of auditor judgment and an increased extent of audit effort, including the need to involve our income tax specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures performed related to the income tax provision including valuation allowance recorded against deferred tax assets included the following, among others:
•We tested the effectiveness of controls over the income tax provision and deferred tax assets and liabilities, including management’s controls over the estimates of future taxable income and the determination of whether it is more likely than not that deferred tax assets will be realized.
•We assessed the reasonableness of the methods, assumptions, and judgments used by management to determine the tax provision and valuation allowance.
•We tested the valuation allowances recorded by evaluating management conclusions on the realizability of the deferred tax assets.
•We tested the income tax provision by selecting a sample of permanent differences and deferred tax assets and liabilities, evaluating compliance with tax laws and regulations for those samples.
•We involved professionals in our firm having expertise in accounting for U.S. and foreign income taxes.
/s/ DELOITTEDeloitte & TOUCHETouche LLP
Costa Mesa, California
February 28, 20232024
We have served as the Company’s auditor since 2002.
TOPGOLF CALLAWAY BRANDS CORP.
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
| | December, |
| 2022 | | 2021 |
| December 31, | | | December 31, |
| 2023 | | | 2023 | | 2022 |
| ASSETS | ASSETS | | | |
| Current assets: | Current assets: | |
| Current assets: | |
| Current assets: | |
| Cash and cash equivalents | |
| Cash and cash equivalents | |
| Cash and cash equivalents | Cash and cash equivalents | $ | 180.2 | | | $ | 352.2 | |
| Restricted cash | Restricted cash | 19.1 | | | 1.2 | |
| Accounts receivable, less allowances of $10.8 million and $6.2 million, respectively | 167.3 | | | 105.3 | |
| Accounts receivable, less allowances of $11.6 million and $10.8 million, respectively | |
| Inventories | Inventories | 959.2 | | | 533.5 | |
| Prepaid expenses | Prepaid expenses | 57.1 | | | 54.2 | |
| Other current assets | Other current assets | 136.0 | | | 119.3 | Other current assets | 183.1 | | | 136.0 | | 136.0 |
| | Total current assets | Total current assets | 1,518.9 | | | 1,165.7 | |
| Property, plant and equipment, net | Property, plant and equipment, net | 1,809.6 | | | 1,451.4 | |
| Operating lease right-of-use assets, net | Operating lease right-of-use assets, net | 1,419.1 | | | 1,384.5 | |
| Tradenames and trademarks | Tradenames and trademarks | 1,412.7 | | | 1,425.2 | |
| Other intangible assets, net | Other intangible assets, net | 91.0 | | | 103.4 | |
| Goodwill | Goodwill | 1,983.7 | | | 1,960.1 | |
| Other assets, net | Other assets, net | 355.4 | | | 257.5 | |
| Total assets | Total assets | $ | 8,590.4 | | | $ | 7,747.8 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | LIABILITIES AND SHAREHOLDERS’ EQUITY | | | |
| Current liabilities: | Current liabilities: | |
| Current liabilities: | |
| Current liabilities: | |
| Accounts payable and accrued expenses | |
| Accounts payable and accrued expenses | |
| Accounts payable and accrued expenses | Accounts payable and accrued expenses | $ | 580.0 | | | $ | 491.2 | |
| Accrued employee compensation and benefits | Accrued employee compensation and benefits | 135.2 | | | 128.9 | |
| Asset-based credit facilities | Asset-based credit facilities | 219.3 | | | 9.1 | |
| Operating lease liabilities, short-term | Operating lease liabilities, short-term | 76.4 | | | 72.3 | |
| Construction advances | Construction advances | 35.4 | | | 22.9 | |
| Deferred revenue | Deferred revenue | 94.9 | | | 93.9 | |
| Other current liabilities | Other current liabilities | 35.0 | | | 47.7 | |
| Total current liabilities | Total current liabilities | 1,176.2 | | | 866.0 | |
| | Long-term debt, net (Note 7) | 1,176.3 | | | 1,025.3 | |
| Long-term debt, net | |
| Long-term debt, net | |
| Long-term debt, net | |
| Operating lease liabilities, long-term | Operating lease liabilities, long-term | 1,437.5 | | | 1,385.4 | |
| Deemed landlord financing obligations, long-term | Deemed landlord financing obligations, long-term | 658.0 | | | 460.6 | |
| Deferred taxes, net | Deferred taxes, net | 117.5 | | | 163.6 | |
| Other long-term liabilities | Other long-term liabilities | 250.6 | | | 164.0 | |
| Commitments and contingencies (Note 13) | Commitments and contingencies (Note 13) | | Commitments and contingencies (Note 13) | | | |
| Shareholders’ equity: | Shareholders’ equity: | |
| Preferred stock, $0.01 par value, 3.0 million shares authorized, none issued and outstanding at December 31, 2022 and December 31, 2021 | — | | | — | |
Common stock, $0.01 par value, 360.0 million shares authorized, 186.2 million shares issued at December 31, 2022 and December 31, 2021 | 1.9 | | | 1.9 | |
| Preferred stock, $0.01 par value, 3.0 million shares authorized, none issued and outstanding at December 31, 2023 and December 31, 2022 | |
| Preferred stock, $0.01 par value, 3.0 million shares authorized, none issued and outstanding at December 31, 2023 and December 31, 2022 | |
| Preferred stock, $0.01 par value, 3.0 million shares authorized, none issued and outstanding at December 31, 2023 and December 31, 2022 | |
Common stock, $0.01 par value, 360.0 million shares authorized, 187.0 million shares issued at December 31, 2023 and December 31, 2022 | |
| Additional paid-in capital | Additional paid-in capital | 3,012.7 | | 3,051.6 | Additional paid-in capital | 3,032.7 | | 3,012.7 |
| Retained earnings | Retained earnings | 852.5 | | 682.2 | Retained earnings | 947.5 | | 852.5 |
| Accumulated other comprehensive loss | Accumulated other comprehensive loss | (61.5) | | | (27.3) | |
| Less: Common stock held in treasury, at cost, 1.3 million shares and 1.0 million shares at December 31, 2022 and December 31, 2021, respectively | (31.3) | | (25.5) |
| Less: Common stock held in treasury, at cost, 3.3 million shares and 1.3 million shares at December 31, 2023 and December 31, 2022, respectively | | Less: Common stock held in treasury, at cost, 3.3 million shares and 1.3 million shares at December 31, 2023 and December 31, 2022, respectively | (56.4) | | (31.3) |
| Total shareholders’ equity | Total shareholders’ equity | 3,774.3 | | | 3,682.9 | |
| Total liabilities and shareholders’ equity | Total liabilities and shareholders’ equity | $ | 8,590.4 | | | $ | 7,747.8 | |
|
The accompanying notes are an integral part of these consolidated financial statements.
TOPGOLF CALLAWAY BRANDS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
| | Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Year Ended December 31, | | | Year Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Net revenues: | Net revenues: | | | | | |
| Products | |
| Products | |
| Products | Products | $ | 2,465.5 | | | $ | 2,058.7 | | | $ | 1,589.5 | |
| Services | Services | 1,530.2 | | | 1,074.7 | | | — | |
| Total net revenues | Total net revenues | 3,995.7 | | | 3,133.4 | | | 1,589.5 | |
| Costs and expenses: | Costs and expenses: | |
| Cost of products | Cost of products | 1,400.6 | | | 1,136.6 | | | 931.9 | |
| Cost of products | |
| Cost of products | |
| Cost of services, excluding depreciation and amortization | Cost of services, excluding depreciation and amortization | 184.0 | | | 133.5 | | | — | |
| Other venue expenses | Other venue expenses | 1,076.9 | | | 731.5 | | | — | |
| Selling, general and administrative expense | Selling, general and administrative expense | 970.6 | | | 849.7 | | | 542.5 | |
| Research and development expense | Research and development expense | 76.4 | | | 68.0 | | | 46.3 | |
| Goodwill and trade name impairment | — | | | — | | | 174.3 | |
| | Venue pre-opening costs | |
| Venue pre-opening costs | |
| Venue pre-opening costs | Venue pre-opening costs | 30.4 | | | 9.4 | | | — | |
| Total costs and expenses | Total costs and expenses | 3,738.9 | | | 2,928.7 | | | 1,695.0 | |
| Income (loss) from operations | 256.8 | | | 204.7 | | | (105.5) | |
| Income from operations | |
| Interest expense, net | Interest expense, net | (142.8) | | | (115.6) | | | (46.9) | |
| Gain on Topgolf investment | Gain on Topgolf investment | — | | | 252.5 | | | — | |
| Other income | Other income | 27.9 | | | 9.0 | | | 24.9 | |
| Income (loss) before income taxes | 141.9 | | | 350.6 | | | (127.5) | |
| Income before income taxes | |
| Income tax (benefit) provision | Income tax (benefit) provision | (16.0) | | | 28.6 | | | (0.6) | |
| Net income (loss) | $ | 157.9 | | | $ | 322.0 | | | $ | (126.9) | |
| Net income | |
| | | | Earnings (loss) per common share: | |
| Earnings per common share: | |
| | Earnings per common share: | |
| | Earnings per common share: | |
| Basic | |
| Basic | |
| Basic | Basic | $ | 0.85 | | | $ | 1.90 | | | $ | (1.35) | |
| Diluted | Diluted | $ | 0.82 | | | $ | 1.82 | | | $ | (1.35) | |
| | Weighted-average common shares outstanding: | Weighted-average common shares outstanding: | |
| Weighted-average common shares outstanding: | |
| Weighted-average common shares outstanding: | |
| Basic | |
| Basic | |
| Basic | Basic | 184.9 | | | 169.1 | | | 94.2 | |
| Diluted | Diluted | 201.3 | | | 176.9 | | | 94.2 | |
|
The accompanying notes are an integral part of these consolidated financial statements.
TOPGOLF CALLAWAY BRANDS CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Net income (loss) | $ | 157.9 | | | $ | 322.0 | | | $ | (126.9) | |
| Other comprehensive income (loss): | | | | | |
| Change in derivative instruments | 13.0 | | | 10.0 | | | (12.7) | |
| Foreign currency translation adjustments | (44.7) | | | (29.2) | | | 25.7 | |
| Comprehensive income (loss), before income tax on other comprehensive income (loss) | 126.2 | | | 302.8 | | | (113.9) | |
| Income tax provision (benefit) on derivative instruments | 2.5 | | | 1.6 | | | (2.9) | |
| Comprehensive income (loss) | $ | 123.7 | | | $ | 301.2 | | | $ | (111.0) | |
| | | | | |
| | | | | |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Net income | $ | 95.0 | | | $ | 157.9 | | | $ | 322.0 | |
| Other comprehensive income: | | | | | |
| Change in derivative instruments | 1.4 | | | 13.0 | | | 10.0 | |
| Foreign currency translation adjustments | 12.8 | | | (44.7) | | | (29.2) | |
| Comprehensive income, before income tax on other comprehensive income | 109.2 | | | 126.2 | | | 302.8 | |
| Income tax provision on derivative instruments | 0.2 | | | 2.5 | | | 1.6 | |
| Comprehensive income | $ | 109.0 | | | $ | 123.7 | | | $ | 301.2 | |
| | | | | |
| | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
TOPGOLF CALLAWAY BRANDS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions) | | Year Ended December 31, | | | Year Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Cash flows from operating activities: | |
| Net income | |
| Net income | |
| Net income | |
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |
| Depreciation and amortization | |
| Depreciation and amortization | |
| Depreciation and amortization | |
| | Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Cash flows from operating activities: | | | | | |
| Net income (loss) | $ | 157.9 | | | $ | 322.0 | | | $ | (126.9) | |
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |
| Depreciation and amortization | 192.8 | | | 155.8 | | | 39.5 | |
| Lease amortization expense | 94.2 | | | 80.0 | | | 32.7 | |
| | Non-cash interest on financing and deemed landlord financed leases | |
| Non-cash interest on financing and deemed landlord financed leases | |
| Non-cash interest on financing and deemed landlord financed leases | |
| Amortization of debt discount and issuance costs | Amortization of debt discount and issuance costs | 9.8 | | | 19.3 | | | 10.5 | |
| | Impairment loss | Impairment loss | 5.5 | | | — | | | 174.3 | |
| | Impairment loss | |
| | Impairment loss | |
| Deferred taxes, net | Deferred taxes, net | (31.0) | | | 8.4 | | | (12.5) | |
| Share-based compensation | Share-based compensation | 47.0 | | | 38.7 | | | 10.9 | |
| Loss on debt modification | |
| Gain on Topgolf investment | Gain on Topgolf investment | — | | | (252.5) | | | — | |
| | Gain on conversion of note receivable | — | | | — | | | (1.3) | |
| | Unrealized net losses on hedging instruments and foreign currency | |
| | Unrealized net losses on hedging instruments and foreign currency | |
| | Unrealized net losses on hedging instruments and foreign currency | Unrealized net losses on hedging instruments and foreign currency | 17.5 | | | 0.3 | | | 2.8 | |
| Acquisition costs | Acquisition costs | — | | | (16.2) | | | — | |
| Other | Other | 10.9 | | | 12.0 | | | 0.3 | |
| Change in assets and liabilities, net of effect from acquisitions: | Change in assets and liabilities, net of effect from acquisitions: | |
| Accounts receivable, net | |
| Accounts receivable, net | |
| Accounts receivable, net | Accounts receivable, net | (75.6) | | | 38.2 | | | 10.0 | |
| Inventories | Inventories | (442.4) | | | (177.5) | | | 117.0 | |
| Leasing receivables | Leasing receivables | (22.2) | | | (22.9) | | | — | |
| Other assets | Other assets | (20.7) | | | (51.7) | | | 19.8 | |
| Accounts payable and accrued expenses | Accounts payable and accrued expenses | 110.4 | | | 96.8 | | | (11.5) | |
| Deferred revenue | Deferred revenue | 0.8 | | | 24.9 | | | 1.3 | |
| Accrued employee compensation and benefits | Accrued employee compensation and benefits | 7.6 | | | 53.8 | | | (16.6) | |
| Payments on operating leases | (86.7) | | | (57.4) | | | (29.4) | |
| Operating lease assets and liabilities, net | |
| Income taxes receivable/payable, net | Income taxes receivable/payable, net | (11.4) | | | 8.8 | | | 2.0 | |
| Other liabilities | Other liabilities | 0.5 | | | (2.5) | | | 5.3 | |
| Net cash (used in) provided by operating activities | (35.1) | | | 278.3 | | | 228.2 | |
| Net cash provided by (used in) operating activities | |
| Cash flows from investing activities: | Cash flows from investing activities: | | | | | |
| Cash acquired in merger | — | | | 171.3 | | | — | |
| Capital expenditures | Capital expenditures | (532.3) | | | (322.3) | | | (39.2) | |
| Capital expenditures | |
| Capital expenditures | |
| Asset acquisitions | |
| Business combinations | |
| Investment in golf-related ventures | Investment in golf-related ventures | — | | | (30.0) | | | (20.0) | |
| Acquisition of intangible assets | Acquisition of intangible assets | (3.2) | | | — | | | — | |
| Proceeds from government grants | |
| Proceeds from sales of property and equipment | |
| Cash acquired in merger | |
| Proceeds from sale of investment in golf-related ventures | Proceeds from sale of investment in golf-related ventures | 0.4 | | | 19.1 | | | — | |
| | Net cash used in investing activities | Net cash used in investing activities | (535.1) | | | (161.9) | | | (59.2) | |
| Cash flows from financing activities: | Cash flows from financing activities: | | | | | |
| Proceeds from borrowings on long-term debt | |
| Proceeds from borrowings on long-term debt | |
| Proceeds from borrowings on long-term debt | |
| Repayments of long-term debt | Repayments of long-term debt | (96.6) | | | (200.7) | | | (12.4) | |
| Proceeds from borrowings on long-term debt | 176.8 | | | 26.2 | | | 37.7 | |
| Proceeds from (repayments of) credit facilities, net | Proceeds from (repayments of) credit facilities, net | 213.0 | | | (13.1) | | | (122.5) | |
| Proceeds from issuance of convertible notes | — | | | — | | | 258.8 | |
| Premium paid for capped call confirmations | — | | | — | | | (31.8) | |
| Debt issuance cost | (0.2) | | | (5.4) | | | (9.0) | |
| Payment on contingent earn-out obligation | (5.6) | | | (3.6) | | | — | |
| | Debt issuance costs | |
| | Debt issuance costs | |
| | Debt issuance costs | |
| Repayments of financing leases | Repayments of financing leases | (2.7) | | | (0.8) | | | (0.8) | |
| Proceeds from lease financing | Proceeds from lease financing | 175.7 | | | 89.2 | | | — | |
| Exercise of stock options | Exercise of stock options | 0.7 | | | 22.3 | | | 0.2 | |
| Dividends paid | — | | | — | | | (1.9) | |
| Acquisition of treasury stock | Acquisition of treasury stock | (35.8) | | | (38.2) | | | (22.2) | |
| Payment on contingent earn-out obligation | |
| | Net cash provided by (used in) financing activities | |
| Net cash provided by (used in) financing activities | |
| Net cash provided by (used in) financing activities | Net cash provided by (used in) financing activities | 425.3 | | | (124.1) | | | 96.1 | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | Effect of exchange rate changes on cash, cash equivalents and restricted cash | (9.4) | | | (0.7) | | | (5.7) | |
| Net (decrease) increase in cash, cash equivalents and restricted cash | (154.3) | | | (8.4) | | | 259.4 | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | |
| Cash, cash equivalents and restricted cash at beginning of period | Cash, cash equivalents and restricted cash at beginning of period | 357.7 | | | 366.1 | | | 106.7 | |
| Cash, cash equivalents and restricted cash at end of period | Cash, cash equivalents and restricted cash at end of period | 203.4 | | | 357.7 | | | 366.1 | |
Less: restricted cash (1) | (23.2) | | | (5.5) | | | — | |
| Less: restricted cash | |
| Cash and cash equivalents at end of period | Cash and cash equivalents at end of period | $ | 180.2 | | | $ | 352.2 | | | $ | 366.1 | |
| Supplemental disclosures: | Supplemental disclosures: | | | | | |
| Cash paid for income taxes, net | Cash paid for income taxes, net | $ | 28.1 | | | $ | 9.4 | | | $ | 3.1 | |
| Cash paid for income taxes, net | |
| Cash paid for income taxes, net | |
| Cash paid for interest and fees | Cash paid for interest and fees | $ | 111.1 | | | $ | 88.6 | | | $ | 34.4 | |
| Non-cash investing and financing activities: | Non-cash investing and financing activities: | |
| Issuance of treasury stock and common stock for compensatory stock awards released from restriction | |
| Issuance of treasury stock and common stock for compensatory stock awards released from restriction | |
| Issuance of treasury stock and common stock for compensatory stock awards released from restriction | Issuance of treasury stock and common stock for compensatory stock awards released from restriction | $ | 29.0 | | | $ | 18.5 | | | $ | 19.8 | |
| Accrued capital expenditures | Accrued capital expenditures | $ | 40.5 | | | $ | 50.2 | | | $ | 1.5 | |
| Financed additions of capital expenditures | Financed additions of capital expenditures | $ | 163.2 | | | $ | 107.1 | | | $ | — | |
| Issuance of common stock in Topgolf merger | Issuance of common stock in Topgolf merger | $ | — | | | $ | 2,650.2 | | | $ | — | |
| Issuance of common stock related to convertible notes | Issuance of common stock related to convertible notes | $ | 0.5 | | | $ | — | | | $ | — | |
(1) Includes $19.1 million and $1.2 million of short-term restricted cash and $4.1 million and $4.3 million of long-term restricted cash included in other assets in the consolidated balance sheet as of December 31, 2022 and 2021, respectively. | |
TOPGOLF CALLAWAY BRANDS CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In millions)
| | | | |
| | | Common Stock | | Additional Paid-in
Capital | | Retained
Earnings | | Accumulated
Other
Comprehensive
(Loss) Income | | Treasury Stock | | Total |
| | | Shares | | Amount | | Shares | | Amount | |
| December 31, 2019 | 95.6 | | | $ | 1.0 | | | $ | 323.6 | | | $ | 489.4 | | | $ | (22.4) | | | (1.5) | | | $ | (24.2) | | | $ | 767.4 | |
| Adoption of ASC Topic 326 | — | | | — | | | — | | | (0.3) | | | — | | | — | | | — | | | (0.3) | |
| Acquisition of treasury stock | — | | | — | | | — | | | — | | | — | | | (1.1) | | | (22.2) | | | (22.2) | |
| Exercise of stock options | — | | | — | | | (0.4) | | | — | | | — | | | — | | | 0.6 | | | 0.2 | |
| Compensatory awards released from restriction | — | | | — | | | (19.8) | | | — | | | — | | | 1.2 | | | 19.8 | | | — | |
| Share-based compensation | — | | | — | | | 10.9 | | | — | | | — | | | — | | | — | | | 10.9 | |
| Stock dividends | — | | | — | | | — | | | (0.1) | | | — | | | — | | | — | | | (0.1) | |
| Cash dividends ($0.02 per share) | — | | | — | | | — | | | (1.9) | | | — | | | — | | | — | | | (1.9) | |
| Foreign currency translation equity adjustment | — | | | — | | | — | | | — | | | 25.7 | | | — | | | — | | | 25.7 | |
| Change in fair value of derivative instruments, net of tax | — | | | — | | | — | | | — | | | (9.8) | | | — | | | — | | | (9.8) | |
| Equity component of convertible notes, net of issuance costs and tax | — | | | — | | | 57.1 | | | — | | | — | | | — | | | — | | | 57.1 | |
| Capped call premium confirmations, net of tax | — | | | — | | | (24.5) | | | — | | | — | | | — | | | — | | | (24.5) | |
| Net loss | — | | | — | | | — | | | (126.9) | | | — | | | — | | | — | | | (126.9) | |
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| | | Common Stock | | Additional Paid-in
Capital | | Retained
Earnings | | Accumulated
Other
Comprehensive
(Loss) Income | | Treasury Stock | | Total |
| | |
| December 31, 2020 | |
| December 31, 2020 | |
| December 31, 2020 | December 31, 2020 | 95.6 | | | $ | 1.0 | | | $ | 346.9 | | | $ | 360.2 | | | $ | (6.5) | | | (1.4) | | | $ | (26.0) | | | $ | 675.6 | |
| Common stock issued in Topgolf merger | Common stock issued in Topgolf merger | 89.8 | | | 0.9 | | | 2,649.3 | | | — | | | — | | | — | | | — | | | 2,650.2 | |
| Replacement awards converted in Topgolf merger (Note 15) | Replacement awards converted in Topgolf merger (Note 15) | — | | | — | | | 33.0 | | | — | | | — | | | — | | | — | | | 33.0 | |
| Common Stock issued for replacement restricted stock awards | 0.2 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Acquisition of Treasury Stock | — | | | — | | | 0.4 | | | — | | | — | | | (1.4) | | | (38.5) | | | (38.1) | |
| Exercise of stock options | 0.6 | | | — | | | 1.8 | | | — | | | — | | | 0.9 | | | 20.5 | | | 22.3 | |
| Compensatory awards released from restriction | — | | | — | | | (18.5) | | | — | | | — | | | 0.9 | | | 18.5 | | | — | |
| Share-based compensation | — | | | — | | | 38.7 | | | — | | | — | | | — | | | — | | | 38.7 | |
| | Foreign currency translation equity adjustment | — | | | — | | | — | | | — | | | (29.2) | | | — | | | — | | | (29.2) | |
| Change in fair value of derivative instruments, net of tax | — | | | — | | | — | | | — | | | 8.4 | | | — | | | — | | | 8.4 | |
| Net income | — | | | — | | | — | | | 322.0 | | | — | | | — | | | — | | | 322.0 | |
| December 31, 2021 | 186.2 | | | $ | 1.9 | | | $ | 3,051.6 | | | $ | 682.2 | | | $ | (27.3) | | | (1.0) | | | $ | (25.5) | | | $ | 3,682.9 | |
Cumulative impact of Accounting Standards Update 2020-06 adoption (Note 3) | — | | | — | | | (57.1) | | | 12.4 | | | — | | | — | | | — | | | (44.7) | |
| Common stock issued for replacement awards | |
| Acquisition of treasury stock | Acquisition of treasury stock | — | | | — | | | 0.3 | | | — | | | — | | | (1.6) | | | (36.1) | | | (35.8) | |
| Exercise of stock options | Exercise of stock options | — | | | — | | | (0.7) | | | — | | | — | | | 0.1 | | | 1.4 | | | 0.7 | |
| Compensatory awards released from restriction | Compensatory awards released from restriction | — | | | — | | | (29.0) | | | — | | | — | | | 1.2 | | | 29.0 | | | — | |
| Share-based compensation | Share-based compensation | — | | | — | | | 47.0 | | | — | | | — | | | — | | | — | | | 47.0 | |
| | Foreign currency translation equity adjustment | Foreign currency translation equity adjustment | — | | | — | | | — | | | — | | | (44.7) | | | — | | | — | | | (44.7) | |
| | Foreign currency translation equity adjustment | |
| | Foreign currency translation equity adjustment | |
| Change in fair value of derivative instruments, net of tax | |
| | Net loss | |
| | Net loss | |
| | Net loss | |
| December 31, 2021 | |
Cumulative impact of Accounting Standards Update 2020-06 adoption (Note 3) | |
| | Acquisition of treasury stock | |
| | Acquisition of treasury stock | |
| | Acquisition of treasury stock | |
| Exercise of stock options | |
| Compensatory awards released from restriction | |
| Share-based compensation | |
| | Foreign currency translation equity adjustment | |
| | Foreign currency translation equity adjustment | |
| | Foreign currency translation equity adjustment | |
| Change in fair value of derivative instruments, net of tax | Change in fair value of derivative instruments, net of tax | — | | | — | | | — | | | — | | | 10.5 | | | — | | | — | | | 10.5 | |
| Issuance of common stock related to convertible notes | Issuance of common stock related to convertible notes | — | | | — | | | 0.5 | | | — | | | — | | | — | | | — | | | 0.5 | |
| Capped call transaction related to convertible note conversion | Capped call transaction related to convertible note conversion | — | | | — | | | 0.1 | | | — | | | — | | | — | | | (0.1) | | | — | |
| Net income | Net income | — | | | — | | | — | | | 157.9 | | | — | | | — | | | — | | | 157.9 | |
| December 31, 2022 | December 31, 2022 | 186.2 | | | $ | 1.9 | | | $ | 3,012.7 | | | $ | 852.5 | | | $ | (61.5) | | | (1.3) | | | $ | (31.3) | | | $ | 3,774.3 | |
| | Acquisition of treasury stock | |
| Acquisition of treasury stock | |
| Acquisition of treasury stock | |
| Issuance of common stock | |
| Exercise of stock options | |
| Compensatory awards released from restriction | |
| Share-based compensation | |
| | Foreign currency translation equity adjustment | |
| | Foreign currency translation equity adjustment | |
| | Foreign currency translation equity adjustment | |
| Change in fair value of derivative instruments, net of tax | |
| | Net income | |
| | Net income | |
| | Net income | |
| December 31, 2023 | |
The accompanying notes are an integral part of these consolidated financial statements.
TOPGOLF CALLAWAY BRANDS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. The Company and Basis of Presentation
The Company
Topgolf Callaway Brands Corp. (the “Company,(together with its wholly-owned subsidiaries, referred to as “we,” “our,” “us,” “the Company,” or “Topgolf Callaway Brands”) unless otherwise specified), a Delaware corporation, together with its wholly-owned subsidiaries, is a leading modern golf and active lifestyle company that provides world-class golf entertainment experiences, designs and manufactures premium golf equipment, and sells golf and active lifestyle apparel and other accessories through itsour family of brand names, which include Topgolf, Callaway Golf, Odyssey, TravisMathew, Jack Wolfskin, OGIO, Toptracer and World Golf Tour (“WGT”).
The Company’sOur products and brands are reported under three operating segments: Topgolf, which includes the operations of the Company’sour Company-operated and franchised Topgolf business;venues, Toptracer ball-flight tracking technology (“Toptracer”), and WGT digital golf game; Golf Equipment, which includes the operations of the Company’sour golf clubs and golf balls business;business under the Callaway Golf and Odyssey brand names; and Active Lifestyle, which includes the operations of the Company’sour soft goods business marketed under the Callaway, TravisMathew, Jack Wolfskin and OGIO brand names.
Recent Developments
On September 6, 2022, the Company changed its corporate name from Callaway Golf Company to Topgolf Callaway Brands Corp. and on September 7, 2022, changed its New York Stock Exchange ticker symbol from “ELY” to “MODG.” During the second quarter of 2022, the Company changed the name of its “Apparel, Gear, and Other” operating segment to “Active Lifestyle.” These changes to the corporate name, ticker symbol and operating segment name did not have any impact on the Company’s legal entity structure, consolidated financial statements or previously reported statements of financial position, operations, comprehensive income (loss), cash flows and shareholders’ equity or segment operating results.
Basis of Presentation
The Company hasWe have prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accounting principles generally accepted in the United States of America (“GAAP”).
Beginning January 1, 2022,We translate the Company changed the presentation of its financial statements of our foreign subsidiaries using end-of-period exchange rates for assets and accompanying footnote disclosures from thousands to millions, therefore, certain prior year reported amounts may differ by an insignificant amount due to the natureliabilities and average exchange rates during each reporting period for results of the rounding relative to the change in presentation. Other than these changes, the change in presentation had no impact on previously reported financial information.operations. All intercompany balances and transactions have been eliminated during consolidation.
Fiscal Year End
The Company’sOur annual financial results are reported on a calendar year basis. In order to align with the Company’s reporting period, as of April 4, 2022, the Company’sOur Topgolf subsidiary changed its fiscal year end fromoperating segment previously operated on a 52/52- or 53-week fiscalretail calendar year, which ended on the Sunday closest to December 31, to31. As of April 4, 2022, Topgolf began operating on a calendar year ending on December 31. Therefore, Topgolf financial information included in the Company’sour consolidated financial statements for the years ended December 31, 2022 and 2021 are for the period beginning January 3, 2022 and ending December 31, 2022, and the period beginning March 8, 2021 (the date on which the Companywe completed itsour merger with Topgolf) and ending January 2, 2022, respectively. For more information on the merger with Topgolf, see Note 6.4.
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its domestic and foreign subsidiaries.Topgolf Callaway Brands. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases itsrelated disclosures. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Examples of suchcircumstances at that time. We evaluate our estimates include provisions for warranty, expected credit losses, inventory obsolescence, sales returns, future price concessions, tax contingencies and valuation allowances, and other items requiring judgement. Actual results may materially differ from these estimates. Onon an ongoing basis the Company reviews its estimates to ensure that these estimates appropriately reflect changes in itsour business or as new information becomes available. Actual results may differ from our estimates.
Revenue Recognition
Product Revenue
Product revenue is comprised of golf clubs, golf balls, golf apparel, lifestyle and outdoor apparel, and gear and accessories which are sold to on- and off-course golf shops and national retail stores, and directly to consumers through our e-commerce business and at our apparel retail and accessories. The Company recognizesvenue locations. We recognize revenue from the sale of products when it satisfieswe satisfy a performance obligation to a customer and transferstransfer control of the products ordered to the customer. Control transfers when products are shipped, and in certain cases, and in certain contract terms, when products are received by customers. In addition, the Company recognizeswe recognize revenue at the point of sale on transactions with consumers through our e-commerce business and at itsour retail locations and retail shops within Topgolf venues. Sales taxes, value added taxes and other taxes that are collected in connection with revenue transactions are withheld and remitted to the respective taxing authorities. As such, these taxes are excluded from revenue. The Company elected toWe account for shipping and handling as activities to fulfill the promise to transfer the good. Therefore, shipping and handling fees that are billed to customers are recognized in revenue and the associated shipping and handling costs are recognized in cost of products as soon as control of the goods transfers to the customer.
The Company, in exchange for a royalty fee, licenses itsWe license our trademarks and service marks to third parties for use on products such as golf apparel and footwear, practice aids and other golf accessories.accessories in exchange for a royalty fee. Royalty income is recognized over time as underlying product sales occur, subject to certain minimum royalties, in accordance with the related licensing arrangements. Royalty income is included in the Company’s Topgolf and Active Lifestyle operating segments.
We sell gift cards for our products which do not have an expiration date. Revenues from gift cards are deferred and recognized when redeemed, which generally occurs within a 12-month period from the cards are redeemed for products and/or services. The Company’s gift cards have no expiration date. Revenuedate of purchase. We recognize revenue from unredeemed gift cards is recognizedand game credits when the likelihood of redemption becomes remote (“breakage”) and under circumstances that comply with any applicable state escheatment laws. To determine when redemption is remote, the Company analyzeswe perform an aging analysis of unredeemed cards (based on the date the card was last used or the activation date if the card has never been used) and comparesgame credits and compare that information with historical redemption trends. The Company usesWe use this historical redemption rate to recognize breakage on unredeemed gift cards over the redemption period. The Company doesWe do not believe there is a reasonable likelihood that there will be a material change in future estimates or assumptions used to determine the timing of recognition of revenue from gift card revenues.cards and game credits.
Service Revenue
Service revenue is primarily comprised of revenue from the operation of itsour Topgolf venues consisting primarilywhich consists of revenues from food and beverage sales, event deposits, fees charged for gameplay purchases of game credits and membership fees.fees, game credit purchases, and gift cards. In addition, we also recognize services revenues are recognized through the redemption ofrelated to gift cards,card redemptions, sponsorship contracts, franchise fees with international development partners, leasing revenue, the Company’sour WGT digital golf game and non-refundable deposits for venue reservations.
The Company’s foodFood and beverage revenue and fees charged for gameplay is recognized at the time of sale. Event deposits received from guests attributable to food and beverage purchases as well as gameplay are deferred and recognized as revenue when the event is held. All sales taxes collected from guests are excluded from revenue and are remitted to the appropriate taxing authorities.
Fees charged for gameplay are recognized at the time of purchase. Event deposits received from guests attributable to gameplay purchases are deferred and recognized as revenue when the event is held. Purchases of game credits are deferred and recognized as revenue when the game credits are redeemed by the guest, or through breakage, when the likelihood of the game credits being redeemed by the guest is remote. The Company uses historic game credit redemption patterns to determine the likelihood of game credit redemption and breakage. Breakage is recorded consistent with historic redemption patterns.
Premium membership fees received from guests are deferred and recognized as revenue over the life of the associated membership, which is one year or less.
The Company entersWe enter into sponsorship contracts that provide advertising opportunities to market to Topgolf guests in the form of custom displays, lobby displays, digital and print posters and other advertising at Topgolf venues and on Topgolf websites. Sponsorship contracts are typically for a fixed price over a period of one to five years and revenue is generally recognized ratably over the contract period unless there is a different predominate pattern of performance.
The Company entersWe enter into international development agreements that grant franchise partners the right to develop, open and operate a certain number of venues within a particular geographic area. The franchise partner may be required to pay a territory fee upon entering into a development agreement and a franchise fee for each developed venue. The franchisee will also pay ongoing royalty fees based upon a percentage of sales. Franchise fees for each venue are recognized over the franchise term, up to a maximum of 40 years, including renewal options, per the respective franchise agreement. Revenue from sales-based royalties is recognized as the related sales occur.
Leasing revenue is recognizedWe recognize licensing and royalty income on non-cancelable sales-type leases and operating lease agreements related to thefor Toptracer installations and Swing Suite licensing of Toptracer software and hardware to driving ranges and golf courses.agreements at Topgolf. See Note 46 for further discussion of the Company’s revenues.leasing revenue.
Our WGT digital golf game is a service that allows players free gameplay via web and/or mobile gaming platforms and allows players the ability toplatforms. Players can also purchase virtual currency within the game to obtainuse towards virtual goods, which enhance the gameplay experience. Revenues from purchases of virtual currency are deferred at the point of purchase and recognized as revenue over the average life of a player, which is determined using historical trends and gameplay activity patterns.
We sell gift cards for our services which may be utilized for gameplay and other services at our venues. We recognize service revenue for gift cards sold in a manner consistent with the recognition of gift card revenue for products.
Variable Consideration
The Company offersWe offer certain discounts and promotions on itsour products and services. The amount of revenue the Company recognizeswe recognize is based on the amount of consideration it expectswe expect to receive from customers. The amount of consideration is the sales price adjusted for estimates of variable consideration, including sales returns, discounts and allowances, as well as sales programs, sales promotions and price concessions that are offered by the Companywe offer, as further described below. These estimates are based on the amounts earned or expected to be claimed by customers on the related sales and are therefore recorded to the respective net revenue, trade accounts receivable, andand/or sales program liability.
We record a sales return liability as a reduction of sales and cost of products and accounts receivable in the period when the related sales are recorded. Sales returns are estimated based upon historical returns, current economic trends, changes in customer demands and sell-through of products. We also offer certain customers sales programs that allow for specific returns. The Company’scost recovery of inventory associated with this reserve is recorded in other current assets on our consolidated balance sheet. Historically, actual sales returns have not been materially different from our estimates.
Our primary product sales program, the “Preferred Retailer Program,” offers potential rebates and discounts for participating retailers in exchange for providing certain benefits to the Company,us including the maintenance of agreed upon inventory levels, prime product placement and retailer staff training. As part of this program, qualifying retailers can earn either discounts or rebates based on the amount of product purchased. Discounts are applied and recorded at the time of sale. For rebates, the Company estimateswe estimate the amount of variable consideration related to the rebate at the time of sale based on the customer’s estimated qualifying current year product purchases. The estimate is based on the historical level of qualifying purchases, adjusted for any factors expected to affect the current year purchase levels.purchases. The estimated year-end rebate is adjusted quarterly based on actual purchase levels,qualifying purchases, as necessary. The Preferred Retailer Program is generally short-term in nature and the actual amount of rebate to be paid under this program is known as of the end of the year and paid to customers shortly after year-end. Historically, the Company’s actual amount of variable consideration related to itsour Preferred Retailer Program has not been materially different from itsour estimates.
The CompanyWe also offersoffer short-term sales program incentives related to product sales, which include sell-through promotions and price concessions or price reductions. Sell-through promotions are generally offered throughout the product’s life cycle of approximately two years, and price concessions or price reductions are generally offered at the end of the product’s life cycle. The estimated variable consideration related to these programs is based on a rate that includes historical and forecasted data. The Company recordsWe record a reduction to product revenues using this rate at the time of the sale. The Company monitorsWe monitor this rate against actual results and forecasted estimates and adjustsadjust the rate as deemed necessary to reflect the amount of consideration it expectswe expect to receive from itsour customers. There werehave been no material changes to the rate during the years ended December 31, 2023, 2022 and 2021, and 2020. Historically,historically, the Company’s actual amount of variable consideration related to these sales programs has not been materially different from its estimates.
The Company records an estimate for anticipated product returns as a reduction of sales and cost of products, and accounts receivable, in the period that the related sales are recorded. Sales returns are estimated based upon historical returns, current economic trends, changes in customer demands and sell-through of products. The Company also offers certain customers sales programs that allow for specific returns. The Company records a return liability as an offset to accounts receivable for anticipated returns related to these sales programs at the time of the sale based on the terms of the sales program. The cost recovery of inventory associated with this reserve is accounted for in other current assets. Historically, the Company’s actual sales returns have not been materially different from management’s originalour estimates.
Product Warranty
The Company hasWe have a stated two-year warranty policy for itsour golf clubs and certain Jack Wolfskin gear, as well as a limited lifetime warranty for itsour OGIO line of products. The Company’s policy is toWe accrue the estimated cost of satisfying future warranty claims at the time the sale is recorded. In estimating its future warranty obligations, the Company considers various relevant factors, including the Company’s stated warranty policies and practices, the historical frequency of claims, and the cost to replace or repair its products under warranty. The Company’sOur estimates for calculating the warranty reserve are principally based on assumptions regarding the warranty costs of each product line over the expected warranty period. The Company’sIn estimating our future warranty obligations, we consider various relevant factors, including our stated warranty policies and practices, the historical frequency of claims, and the replacement or repair costs of products under warranty. Our warranty reserve amounts foras of the years ended December 31, 2023 and 2022 2021were $12.7 million and 2020 were $10.6 million, $11.0 million, and $9.4 million, respectively.
Cost of Products
The Company’s costCost of products is comprised primarily of variable costs that fluctuate with sales volumes, including raw materials for soft good and golf equipment products, golf equipment component costs, and merchandise from third parties, conversion costs includingfor retail product sales at our Topgolf venues. Cost of products also includes direct labor and manufacturing overhead, and inbound freight, duties, shipping charges, and shipping charges. In addition, cost of products includes retail merchandise costs for products sold in retail shops within Topgolf venue facilities.fixed overhead expenses. Fixed overhead expenses includeare comprised of warehousing costs, indirect labor, and supplies, as well as depreciation expense associated with assets used to manufacture and distribute products. In addition, cost of products also includes adjustments to reflect inventory at its net realizable value, as well as adjustments for obsolescence and product warranties.
Cost of Services, Excluding Depreciation and Amortization
The Company’s costCost of services primarily consists of costs related to food and beverage costs sold at Topgolf venues and transaction fees with respectrelated to in-app purchases within the Company’sour WGT digital golf game. In addition, cost of services includes costs associated with Topgolf’s Toptracer license agreements that are primarily classified as sales-type leases. Food and beverage costs are variable by nature, change with sales volume, and are impacted by product mix and commodity pricing. Cost of services excludes employee costs as well as depreciation and amortization.
Other Venue Expenses
Other venue expenses primarily consist of employee costs that directly support venue operations, in addition to rent and occupancy costs, property taxes, depreciation associated with venues, supplies, credit card fees and marketing expenses. Other venue expenses include both fixed and variable components and therefore do not directly correlate with revenue.
Venue Pre-Opening Costs
Venue pre-opening costs primarily include costs associated with activities prior to the opening of a new Company-operated Topgolf venue and primarily consist of but are not limited to, labor, rent, occupancy costs, travel and marketing expenses. Pre-opening costs fluctuate based on the timing, size and location of new Company-operated venues.
Selling, General and Administrative Expenses (SG&A)
SG&A expenses are comprised primarily of employee costs, advertising and promotional expense, legal and professional fees, tour expenses, travel expenses, building and rent expenses, depreciation charges (excluding those related to manufacturing, distribution and venue operations), amortization of intangible assets, and other miscellaneous expenses.
Advertising Costs
Our primary advertising costs include television, print, internet, and media placement. Our policy is to expense advertising costs, including production costs, as incurred. Advertising costs for the years ended December 31, 2023, 2022 and 2021 were $120.3 million, $116.1 million and $108.4 million, respectively, and are recognized within SG&A expenses on the accompanying consolidated statements of operations.
Research and Development Expenses
Research and development expenses are comprised of costs to design, develop, test or significantly improve the Company’sour products and technology and primarily include employee costs of personnel engaged in research and development activities, research costs and depreciation expense.
Business Combinations
The Company allocates the purchase consideration to the identifiable assets acquired and liabilities assumed in a business combination based on their acquisition-date fair values. The Company uses its best estimates and assumptions to determine the fair value of tangible and intangible assets acquired and liabilities assumed, as well as the uncertain tax positions and tax-related valuation allowances that are initially recorded in connection with a business combination. These estimates and assumptions are uncertain and may require adjustment. During the measurement period of one year from the acquisition date, the Company continues to collect information and reevaluate these estimates and assumptions, and records adjustments to these estimates to goodwill as necessary. Any adjustments to the acquired assets and liabilities assumed that are identified subsequent to the measurement period are recorded in earnings.
Advertising Costs
The Company’s primary advertising costs include television, print, internet, and media placement. The Company’s policy is to expense advertising costs, including production costs, as incurred. Advertising costs for the years ended December 31, 2022, 2021 and 2020 were $116.1 million, $108.4 million and $83.4 million, respectively, which is recognized within SG&A expenses on the accompanying consolidated statement of operations.
Cash, Cash Equivalents and Restricted Cash
Cash equivalents are highly liquid investments purchased with original maturities of three months or less. RestrictedAs of December 31, 2023, restricted cash iswas primarily comprised of deposits associated with gift cards as required under certain statutory mandates. As of December 31, 2022, restricted cash was primarily comprised of escrowed funds related to a land purchase of approximately $18.3 million, which closed in January 2023, in addition to deposits associated with gift cards as required under certain statutory mandates.2023. Long-term restricted cash is included in other assets on the accompanying consolidated balance sheetsheets as of December 31, 20222023 and 2021.2022. The following is a summary of our cash, cash equivalents and restricted cash (in millions):
| | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 |
| Cash and cash equivalents | $ | 180.2 | | | $ | 352.2 | |
| Restricted cash, short-term | 19.1 | | | 1.2 | |
| Restricted cash, long-term | 4.1 | | | 4.3 | |
| Total cash, cash equivalents and restricted cash | $ | 203.4 | | | $ | 357.7 | |
| | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2022 |
| Cash and cash equivalents | $ | 393.5 | | | $ | 180.2 | |
| Restricted cash, short-term | 0.8 | | | 19.1 | |
| Restricted cash, long-term | 4.5 | | | 4.1 | |
| Total | $ | 398.8 | | | $ | 203.4 | |
Allowance for Estimated Credit Losses
The Company recordsWe record an allowance for estimated credit losses based upon historical bad debts, current customer receivable balances, age of customer receivable balances and the customers’ financial condition, all of which are subject to change. Additionally, the Company monitors activitieswe monitor activity and considersconsider future reasonable and supportable forecasts of economic conditions to adjust all general and customer specific reserve percentages as necessary. BalancesAmounts recorded for estimated credit losses are written-off when they are determined to be uncollectible.
Inventories
The Company’sWe record inventory is recorded at the lower of cost or net realizable value, which includes a reserve for excess, obsolete and/or unmarketable inventory. This reserve is regularly assessed based on current inventory levels, sales and historical trends, as well as management’s estimates of market conditions and forecasts of future product demand, all of which are subject to change. The Company utilizesWe utilize the standard costing method, determined on the first-in, first-out basis, for itsour golf equipment inventory and soft goods inventory sold under the TravisMathew, OGIO, Callaway and Jack Wolfskin brands. Golf equipment inventory, which is directly manufactured by the Company,us, includes finished goods, raw materials, labor and manufacturing overhead costs and work in process. Inventory for the Company’sour soft goods product lines, which are manufactured by third-party contractors, primarily include finished goods. Toptracer hardware and software, food and beverage products and Topgolf-specific retail merchandise inventories are stated at weighted-average cost.
Property, Plant and Equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation expense is recognized on a straight-line basis over the estimated useful lives of the related assets, which generally range from two years to 40 years. See Note 11 for further detail regarding the Company’s property, plant and equipment.
Buildings capitalized in conjunction with DLF obligations, where the Company is deemed to be the accounting owner, are depreciated over the shorter of 40 years or the lease term, less the residual value.
Normal repairs and maintenance costs are expensed as incurred. Costs that materially increase value, change capacities, or extend the useful lives of property, plant or equipment are capitalized. Construction-in-process consists primarily of costs associated with building improvements, machinery and equipment and venues under construction that have not yet been placed into service, production molds, and in-process internal-use software. When property, plant or equipment is retired or disposed, the related costs and accumulated depreciation are removed from the accounts and any resulting gain or loss on disposition is recognized in earnings. Construction-in-process consists primarily ofearnings in the period in which the disposition occurred. See Note 11 for further detail regarding our property, plant and equipment.
Internal Use Software and Cloud Computing Arrangements
We capitalize certain costs associated with building improvements, machinery and equipment and venues under construction that have not yet been placed into service, production molds, and in-process internal-use software.
related to computer software obtained or developed for internal use. All direct external costs and internal direct labor costs incurred to develop internal-use software during the application development stage are capitalized and depreciated on a straight-line basis over the estimated useful life of the software. Costs incurred during the preliminary project stage, are expensed, as well as maintenance, training, and training costs.data conversion costs are expensed as incurred. Costs incurred to establish the technological feasibility of software to be sold, leased, or otherwise marketed are expensed as incurred and recorded in research and development expense. Once technological feasibility is established, costs are capitalized until the product is available for general use, and depreciated over the estimated useful life of the software.
We enter into cloud-based software hosting arrangements to access and use third-party software in support of our operations. As part of these arrangements, we may incur implementation costs related to the integration, configuration, or customization of the hosted third-party software. We assess these arrangements to determine whether the contract meets the definition of a service contract or internal-use software. For hosting arrangements that meet the definition of a service contract, we capitalize eligible implementation costs and amortize these costs on a straight-line basis over the fixed, non-cancellable term of contract, plus any renewal periods that are reasonably certain at that time.
As of December 31, 2023 and 2022, we had $18.7 million and $5.2 million, respectively, of capitalized implementation costs, net of amortization, related to cloud computing arrangements, which are included in other assets on our consolidated balance sheet. During the year ended December 31, 2023, we amortized $0.7 million related to the implementation costs of these cloud computing arrangements, which are recognized as computer software expenses within selling, general and administrative expenses on our consolidated statements of operations. During the years ended December 31, 2022 and 2021, there were no costs recognized related to the implementation of these cloud computing arrangements due to the timing of when these projects were placed into service.
Leases
The Company leasesWe lease office space, manufacturing plants, warehouses, distribution centers, Company-operated Topgolf venues, vehicles and equipment, as well as retail and/or outlet locations related to the TravisMathew and Jack Wolfskin businesses and the apparel businesses in Japan and Korea. Certain real estate leases include one or more options to extend the lease term, options to purchase the leased property at the Company’sour sole discretion, or escalation clauses that increase the rent payments over the lease term. When deemed reasonably certain of exercise, the renewalextension and purchase options are included in the determination of the lease term and lease payment obligation, respectively. The depreciable life of machinery and equipment computer equipment andand/or any leasehold improvements that are associated with each lease are limited to the expected lease term unless there is a transfer of title or purchase option which is reasonably certain of exercise. In some instances, certain leases may require an additional contingent rent payment based on a percentage of total gross sales which are greater than certain amounts, which area specified withinamount stated in the specific lease agreement. The Company recognizesWe recognize these additional contingent payments as rent expense when it is probable that sales thresholds will be reached during the fiscal year. The Company’sreached. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Operating and Financing Leases
The Company determinesWe determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If the Company determineswe determine that an arrangement is a lease or contains a lease that is for a term of one year or longer, a right-of-use (“ROU”) asset representing the right to use the underlying asset during the lease term, and a lease liability representing the obligation to make lease payments that arise from the lease are recognized as either an Operatingoperating or Financingfinancing lease on the Company’sour consolidated balance sheet. ROU assets and liabilities are recognized at the commencement date of the lease and are based on the present value of lease payments over the lease term. When readily determinable, the Company useswe use the rate implicit in the lease agreement in determining the present value of minimum lease payments for the particular lease. If the implicit rate for the lease is not provided, the Company uses itswe use our incremental borrowing rate, which is based on information available at the lease commencement date, including the lease term, and represents a rate the Companywe would incur to borrow an amount on a collateralized basis equal to the lease payments over a similar term and under similar economic conditions.conditions, and is based on information available at the lease commencement date, including the lease term. At the commencement of a lease, the ROU asset is measured by taking the sum of the present value of the lease liability and any initial direct costs and/or prepaid lease payments, and deducting any lease incentives. AfterThe amortization of operating lease ROU assets and the interest accretion on the operating lease commencement date, lease expense isliabilities are recognized as a single straight-line lease costexpense over the lease term. Financing lease ROU assets are amortized on a straight-line basis over the lease term, for Operating leases, and amortization expense andfinancing lease liabilities are measured using the effective interest expense israte method, with the interest accretion portion recognized over the lease term for Financing leases.in interest expense. Lease agreements related to properties are generally comprised of both lease and non-lease components. Non-lease components, which include items such as common area maintenance charges, property taxes and insurance, are expensed as incurred and are recognized separately from the straight-line lease expense.
Variable lease payments that do not depend on an index or rate, such as rental payments based on a percentage of retail revenue over contractual levels, are separately expensed as incurred, and are not included in the measurement of the ROU asset and lease liability. Variable lease payments that depend on an index or rate, such as rates that are adjusted periodically for inflation, are included in the initial measurement of the ROU asset and lease liability and are recognized on a straight-line basis over the lease term.
Deemed Landlord Financing (“DLF”) Obligations (DLF obligations)
We enter into deemed landlord financing (“DLF”) agreements to finance certain Company-operated Topgolf venues. We work with third-party developers or real estate financing partners to acquire rights to land and fund the construction associated with certain venues under build-to-suit arrangements. In certain leasing arrangements related to the Company’s Topgolf venues, and due to the Company’s involvement ininstances we fund a portion of the construction ourselves, and in other instances we fund all of leased assets, the Company isconstruction. In certain build-to-suit arrangements, we are deemed to behave control of the underlying assets under construction and are therefore considered the accounting owner of certain leased assets that did not meet the sales-leaseback criteria upon completion of construction. In such cases, in addition to capitalizing the Company’s construction costs, the Company capitalizes the construction costs funded by the landlord related to its leased premises and recognizes a corresponding liability for those costs as construction advances during the construction period.these assets. At the end of the construction period, the Company applies the sale-and-leaseback criteriawe complete a sale-leaseback assessment to determine whetherif control has transferred to the underlying asset should be derecognized. Whenfinancing partner. If the applicationsale-leaseback criteria are not met and it is determined that control has not been transferred to the financing partner, we reverse the accumulated construction advance recognized during the construction phase and record a DLF obligation, and the costs accumulated in property, plant and equipment associated with the construction of the sale-and-leaseback guidance results inbuilding are capitalized and placed into service. When we acquire land directly or finance the venue construction ourselves, we may enter into arrangements to sell the assets and lease them back from a sale,financing partner. In these cases, if control is not transferred upon the asset and liability on the Company’s balance sheet are derecognized. When the applicationclosing of the sale-and-leaseback guidance resultstransaction and the commencement of the subsequent leaseback, we record a DLF obligation associated with the cash proceeds. Buildings or other assets capitalized in a failed sale,conjunction with DLF obligations are depreciated, less their residual value, over the asset remains onshorter period of the Company’s balance sheet and isuseful life of those assets, or the period of the lease term. In general, buildings are depreciated over its respectivea 40-year useful life, orwhich aligns with the lease term whichever is shorter, and the liability is accounted for as aincluding renewal periods we are reasonably certain to exercise. DLF obligation. These DLFlease obligations are measured using the effective interest rate method, with the periodic interest accretion recognized in interest expense. The interest rate used on DLF lease obligations is generally non-cancelable leases with initial terms of 20 years containing various renewal options following the initial term and escalation clausesrate that increaseis implied within the payments over the lease term.lease.
Sales-Type Leases
With respect to the Company’sour Toptracer and Swing Suite operations, the Company enterswe enter into non-cancelable license agreements that combine software and hardware. These license agreements provide the customer the right to use a distinct bundle of highly interrelated Company-owned software and hardware products for a specified period, generally ranging from three to five years. The software and hardware are a distinct bundleWe perform an assessment of goods which are highly interrelated. At the inceptionlease classification upon commencement of the agreement, the lease classification is assessed, andwhich generally results in the license agreementagreements being classified as sales-type leases. If the assessment does not result in a sales-type lease classification, the lease will be classified as an operating lease. Upon commencement of these sales-type leases, revenue is recognized for the software and hardware as a single component, and a leasing receivable is recorded consisting of the present value of payments over the non-cancelable term is recorded.term. Interest income on the leasing receivable is recognized over the term of the lease. The Company manages itsWe manage our risk on itsour sales-type leases through itsthe pricing and through the terms of the leases. Any equipment returned to the Companyus as a result of a lease cancellation of a lease may be leased or sold to other customers, therefore risk associated with the Company’sour sales-type leases is considered minimal.
Business Combinations
We allocate the purchase consideration to the identifiable assets acquired and liabilities assumed in a business combination based on their acquisition-date fair values. We use our best estimates and assumptions to determine the fair value of tangible and intangible assets acquired and liabilities assumed, as well as the uncertain tax positions and tax-related valuation allowances that are initially recorded in connection with a business combination. These estimates are reevaluated and adjusted, if needed, during the measurement period of up to one year from the acquisition date, and are recorded as adjustments to goodwill. Any adjustments to the acquired assets and liabilities assumed that are identified subsequent to the measurement period are recorded in earnings.
Goodwill and Intangible Assets
Goodwill and acquired intangible assets are recorded in connection with an acquisition or business combination. Goodwill represents the excess of the total consideration paid over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in connection with the acquisition or business combination. Identifiable intangible assets consist of tradenamestrade names and trademarks, liquor licenses, patents, customer and distributor relationships, and developed technology. Intangible assets that are determined to have definite lives are amortized over their estimated useful lives and are assessed for impairment when indicators are present. Goodwill and intangible assets with indefinite lives are not amortized and are instead measuredassessed for impairment at least annually or more frequently when events or circumstances occur that indicate an impairment may exist. Except for software costs which are determined to be eligible for capitalization, costs related to the development, maintenance or renewal of internally developed intangible assets that are inherent in the Company’sour continuing business that were not acquired as a part of a business combination or asset acquisition, are expensed as incurred.
Impairments
The Company assessesWe assess potential impairments of itsour long-lived assets, namely property, plant and equipment and ROU assets, and acquired intangible assets that are subject to amortization, such as acquired customer and distributor relationships whenever events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. Events or changes that wouldmay necessitate an impairment assessment include a significant change in the extent or manner in which the asset is used, a significant change in legal or business factors that could affect the value of the asset, or a significant decline in the observable market value of an asset, amongst others. If such events or changes indicate a potential impairment, the Companywe would assess the recoverability of the asset or asset group by determining if the carrying value of the asset or asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the asset or asset group. An impairment charge would be recognized whenIf the carrying amount of a long-lived asset or asset group is determined to not be recoverable and exceeds its fair value.value, an impairment charge would be recognized in the period in which the impairment was determined.
The Company performsWe perform an impairment assessment on its Goodwillour goodwill and indefinite-lived intangible assets at least annually during the fourth quarter of the year, or more frequently when events or circumstances occur that indicate an impairment may exist. These events or circumstances may include macroeconomic conditions, significant changes in the industry or business climate, legal factors, or other operating performance indicators, amongst other things. If an event occurs that indicates an impairment may exist, the Companywe may perform a qualitative assessment to determine whether it is more likely than not that goodwill and/or the indefinite-lived intangible asset is impaired. If after the qualitative assessment the Company determineswe determine it is more likely than not that goodwill and/or the indefinite-lived intangible asset is not impaired, no quantitative fair value test is necessary. If after performing the qualitative assessment the Company concludeswe conclude it is more likely than not that the fair value of goodwill and/or the indefinite-lived intangible is less than itsour carrying amount, the Companywe will perform a quantitative fair value test to determine the fair value of the asset or reporting unit. To determine fair value, the Company useswe use discounted cash flow estimates, quoted market prices, royalty rates when available, and independent appraisals and valuation specialists when appropriate. The Company calculatesWe calculate an impairment as the excess of the carrying value of goodwill andand/or other indefinite-lived intangible assets over theirthe estimated fair value.value of the respective asset. If the carrying value exceeds the estimate of theestimated fair value of the asset, a write-down is recorded.
In 2020, due to the significant disruptions caused by the COVID-19 pandemic on the Company’s operations, the Company recognized an impairment loss oncharge is recorded in the goodwill and trade name associated with its Jack Wolfskin business. See Note 9 for further discussion ofperiod in which the Company’s impairment loss at Jack Wolfskin.was determined.
Investments
The Company determinesWe determine the appropriate classification of itsour investments at the time of acquisition and reevaluatesreevaluate such classification at each balance sheet date. The Company has elected to apply the measurement alternative toFor investments that do not have readily determinable fair values. As such,values, we have elected to apply the measurement alternative in which these investments are measured at cost and are evaluated for changes in fair value if there is an observable price change inas a result of an orderly transaction for an identical or similar investment. The Company assessesWe assess investments for impairment whenever events or changes in circumstances indicate that the investment’s carrying value may not be recoverable. AnIn the event that the carrying value of any of our investments exceeds its respective fair value, an impairment charge would be recognized whenis recorded in the carrying amount exceeds its fair value.period in which the impairment was determined. See Note 10 for further discussion of the Company’sinformation related to our investments.
Foreign Currency Translation and Transactions
A significant portion of the Company’sour business is conducted outside of the United States in currencies other than the U.S. dollar. As a result, changes in foreign currency exchange rates can have a significant impact on the Company’sour financial results. Revenues and expenses that are denominated in foreign currencies are translated using the average exchange rate for the period. Assetsreporting period and assets and liabilities are translated using the rate ofend-of-period exchange rates at the balance sheet date. Gains and losses from assets and liabilities denominated in a currency other than the functional currency of the entity in which they reside are generally recognized during the current period in the Company’sour statements of operations. Gains and losses from the translation of foreign subsidiary financial statements into U.S. dollars are included in accumulated other comprehensive income or loss.
Derivatives and Hedging
In order to mitigate the impact of foreign currency translation on transactions and changes in interest rates, the Company usesWe use foreign currency forward contracts to meet our objectives of minimizing variability in our operating results, including intercompany transactions, which may arise from changes in foreign exchange rates, as well as interest rate swap contracts to minimize our exposure to changes in interest rates. We do not enter into hedging contracts for speculative purposes. Foreign currency forward contracts generally mature within 12 months to 15 months from inception and interest rate hedge contracts. Theswap agreements generally mature within 60 months from inception. Both types of contracts are measured at fair value and are recorded as either assets hedging receivables and/or liabilitiespayables on theour consolidated balance sheet. Contracts whichCertain of our foreign currency forward contracts and our interest rate swap agreements satisfy certainthe criteria and are elected for hedge accounting treatment may beand are classified as either designated or undesignated cash flow hedges. Changes in the fair value of derivatives which are classified as undesignated hedges are recognized in earnings in the period of the change. Changes in the fair value of derivatives which qualify for and are classified asthese designated cash flow hedges are recorded as a component of accumulated other comprehensive income and are released intoin earnings as a component of cost of products, other income and interest expense during the period in which the hedged transaction takes place. Remeasurement gains or losses of derivatives that are not elected for hedge accounting treatment are recordedrecognized in earnings immediately as a component ofin other income.income/expense.
The CompanyWe would discontinue hedge accounting prospectively (i) if it is determined that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item, (ii) when the derivative expires or is sold, terminated, or exercised, (iii) if it becomes probable that the forecasted transaction being hedged by the derivative will not occur, (iv) if a hedged firm commitment no longer meets the definition of a firm commitment, or (v) if it is determined that designation of the derivative as a hedge instrument is no longer appropriate. The Company estimatesWe estimate the fair value of itsour foreign currency forward contracts based on pricing models using current market rates. These contracts are classified under Level 2 of the fair value hierarchy. See Note 17 for further discussion of the Company’sour financial instruments.
Share-Based Compensation
The CompanyWe may grant restricted stock units and(“RSUs”), restricted stock awards (“RSAs”) , performance-based awards, stock options, and stock appreciation rights, and other equity-based awards to itsour officers, employees, consultants and other non-employees who provide services to the Companyus under itsour stock incentive plans. The Company measuresWe measure and recognizesrecognize share-based compensation expense for employees and non-employees based on estimated fair values, net of estimated forfeitures. Estimated forfeitures are based on historical experiencedata and forfeiture trends. Iftrends and are revised, if necessary, in subsequent periods if actual forfeiture ratesforfeitures differ materially from the Company’s estimates, the Company may be required to record an adjustment to its share-based compensation expense in future periods.our initial estimates.
RSUs and RSAs (“Restricted Stock Awards and Restricted Stock UnitsStock”)
The estimated fair value of restricted stock awards and restricted stock units (collectively “restricted stock”) is calculated based on the closing price of the Company’sour common stock on the date of grant multiplied by the number of shares ofgranted shares. Compensation expense for restricted stock granted. Compensation expense, net of estimated forfeitures, is recognized on a straight-line basis, net of estimated forfeitures, over a vesting period of three to five years from the date of grant.
Performance Based Restricted Share Unit Awards
The Company grantsWe grant performance based restricted share unit awards (“PRSU”) in which the number of shares that may ultimately be issued upon vesting is based on the Company’s achievement of specific performance metrics for each award that are measured during a specified performance period, whichand may range from 0% to 200% of the participant’s target award. PRSU performance measures include adjusted earnings before interest, taxes, depreciation, amortization, stock compensation, non-cash lease amortization expense and non-recurring costs (“Adjusted EBITDA”), earnings per share (“EPS”), adjusted pre-tax income (“APTI”) and total shareholder return (“rTSR”). The performance period for these awards ranges from three to five years from the date of grant. PRSUs based on EBITDA, EPS and APTI are initially valued at the Company’s closing price of our stock price on the date of grant. PRSUs based on rTSR performance measures, arewhich are based on market conditions, are initially valued using a Monte Carlo simulation which utilizes the stock volatility, dividend yield and a market correlation of the Company and the Company’sour performance as compared to our peer group, and is based on the probable achievement of 100% of the rTSR performance goals as determined on the date of grant. Compensation expense for all PRSUs is recognized, net of estimated forfeitures, on a straight-line basis over a vesting period of three to five years, and is based on the fixed fair value assigned to each of the awards on the date of grant. Over the course of the performance period, compensation expense for PRSUs based on EBITDA, EPS and APTI is adjusted according to the anticipated level of achievement of the specified performance metric over the performance period for the respective award. If the performance goals are not probable of achievement at any time during the performance period, compensation expense related to these awardsthe respective award is reversed. Compensation expense for rTSR PRSUs is recognized, net of estimated forfeitures, on a straight-line basis over a vesting period of three years, and is based on athe fixed grant date fair value derived from a Monte Carlo simulation which assumesassigned on the probable performance achievementdate of 100%,grant, which is not adjusted over the course of the performance period or reversed if achievement is not probable. All awards that do not achieve the minimum cumulative performance threshold over the performance period are forfeited at the end of the specified performance period.
Stock Options
Stock options are granted at exercise prices no less than the Company’s closing price of our stock price on the date of grant. Outstanding stock options generally vest over a three-year period from the grant date and generally expire up to 10 years after the grant date. The Company recordsWe record compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model. The model uses various assumptions, including a risk-free interest rate, the expected term of the options, the expected stock price volatility, and the expected dividend yield. Compensation expense for employee stock options is recognized over the vesting term, net of estimated forfeitures. See Note 15 for further discussion of the Company’sour share-based compensation.
Income Taxes
Current income tax expenseprovision or benefit is the amount of income taxes expected to be payable or receivable for the current year. A deferred income tax asset or liability is established for the difference between the tax basis of an asset or liability that will result in taxable or deductible amounts in future years when the reported amount of the asset or liability is recovered or settled. The Company maintainsrealization of the deferred tax assets, including loss and credit carry forwards, is subject to our ability to generate sufficient taxable income during the periods in which the temporary differences become realizable. We maintain a valuation allowance for a deferred tax asset when it is deemed to be more likely than not that some or all of the deferred tax assets will not be realized. In evaluating whether a valuation allowance is required under such rules, the Company considerswe consider all available positive and negative evidence, including prior operating results, the nature and reason for any losses, itsour forecast of future taxable income, and the dates on which any deferred tax assets are expected to expire. These assumptions require a significant amount of judgment, including estimates of future taxable income. These estimatesincome and are based on the Company’sour best judgment at the time made based on current and projected circumstances and conditions.time.
The Company accruesWe accrue for the estimated additional amount of taxes for uncertain tax positions if it is deemed to be more likely than not that the Companywe would be required to pay such additional taxes. The Company isWe are required to file federal and state income tax returns in the United States and various other income tax returns in foreign jurisdictions. The preparation of these income tax returns requires the Companyus to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by the Company. The Company accrueswe pay. We accrue an amount for itsour estimate of additional tax liability, including interest and penalties in the income tax expense,provision, for any uncertain tax positions taken or expected to be taken in an income tax return. The Company reviewsreturn and updates thewe review and update our accrual for uncertain tax positions as more definitive information becomes available. Historically, additional taxes paid as a result of the resolution of the Company’sour uncertain tax positions have not been materially different from the Company’sour expectations. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. See Note 12 for further discussion of the Company’sour income taxes.
Other Income, Net
Other income, net primarily includes gains and losses on foreign currency forward contracts cross-currency swap contracts and foreign currency transactions. The components of other income, net are as follows (in millions):
| | Years Ended December 31, | | | Years Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Foreign currency forward contract gain, net | |
| Foreign currency transaction loss, net | |
| | Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Foreign currency forward contract gain, net | $ | 44.5 | | | $ | 14.4 | | | $ | 2.9 | |
| Foreign currency transaction (loss) gain, net | (18.3) | | | (6.4) | | | 9.0 | |
| Settlement of cross-currency swap contract (See Note 18) | — | | | — | | | 11.1 | |
| Other | |
| Other | |
| Other | Other | 1.7 | | | 1.0 | | | 1.9 | |
| Other income, net | Other income, net | $ | 27.9 | | | $ | 9.0 | | | $ | 24.9 | |
Concentration of Risk
On a consolidated basis, no single customer accounted for more than 10% of the Company’sour consolidated revenues in 2023, 2022 2021 or 2020. The Company’s2021. Our top five customers accounted for approximately 12% of the Company’sour consolidated revenues in both 2023 and 2022, and 13% in 2021, and 20% in 2020.2021.
The Company’sOur top five customers specific to the Golf Equipment and Active Lifestyle operating segments represented the following as a percentage of each segment’s total net revenues:
•Golf Equipment top five customers accounted for approximately 26%25%, 24%26% and 25%24% of total consolidated Golf Equipment sales in 2023, 2022, 2021, and 2020,2021, respectively; and
•Active Lifestyle top five customers accounted for approximately 17%19% of total consolidated Active Lifestyle sales in 2023, and 17% in both 2022 and 2021, and 12% in 2020.2021.
With respect to the Company’sour trade receivables, the Company performswe perform ongoing credit evaluations of itsour customers’ financial condition and generally doesdo not require collateral from theseour customers. The Company maintainsWe maintain reserves for estimated credit losses, which it considerswe consider adequate to cover any such losses. At December 31, 20222023 and 2021,2022, one customer represented 17%14% and 11%17%, respectively, of the Company’sour outstanding accounts receivable balance.
Of the Company’s total consolidated net revenues, approximately 30%, 34% and 51% were derived from sales outside of the United States in 2022, 2021 and 2020, respectively. As a result of thisour international business, the Company iswe are exposed to increased risks inherent in conducting business outside of the United States. During 2023, 2022 and 2021, approximately 28%, 30% and 34% of our total consolidated net revenues were derived from sales outside of the United States, respectively. See Note 20 for information on net revenues and long-lived assets by geographical location.
The Company isWe are dependent on a limited number of suppliers for itsour clubheads and shafts, some of which are single sourced. Furthermore, some of the Company’sour products require specially developed manufacturing techniques and processes which make it difficult to identify and utilize alternative suppliers quickly. The CompanyWe also dependsdepend on a single or a limited number of suppliers for the materials it usesused to make itsour golf balls. Manyballs, many of these materialswhich are customized for the Company.us.
The Company’sOur financial instruments that are subject to concentrations of credit risk consist primarily of cash equivalents, trade receivables, foreign currency forward contracts cross-currency debt swap contracts and interest rate hedgeswap contracts. From time to time, the Company invests itswe invest our excess cash in money market accounts and short-term U.S. government securities and hashave established guidelines relative to diversification and maturities in an effort to maintain safety and liquidity. TheseWe periodically review and modify these guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates.
The Company entersWe enter into foreign currency forward contracts for the purpose of hedging foreign exchange rate exposuresexposure on existing or anticipated transactions, and interest rate hedge contracts for the purpose of hedging interest rate exposuresexposure on itsour term loan facility. In the event of a failure to honor one of these contracts by one of the banks with which the Company haswe have contracted, management believeswe believe any loss would be limited to the exchange rate differentialdifference from the time the contract was entered into until the time it was settled. The Company’sOur hedging contracts are subject to a master netting agreement with each respective counterparty bank and are therefore net settled.
Note 3. New Accounting Standards
Recent Accounting Standards
In June 2022,December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (ASU 2023-09), which includes amendments that further enhance income tax disclosures through the standardization and disaggregation of rate reconciliation categories and income taxes paid in both domestic and foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be applied prospectively, with early adoption and retrospective application permitted. We are in the process of evaluating the impact that ASU 2023-09 will have on our income tax related disclosures.
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which introduces new reportable segment disclosure requirements related to significant segment expenses and also expands reportable segment disclosure requirements for interim reporting. The amendment will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and are included within each reportable segment’s profits and losses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are in the process of evaluating the impact that ASU 2023-07 will have on our segment related disclosures.
Adoption of New Accounting Standards
In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 clarifies the guidance in Topic 820 when measuring the fair value of an equity security that is subject to a contractual sale restriction, and also introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Earlyyears, with early adoption is permitted. We early adopted ASU 2022-03 on January 1, 2023. The Company is in the processadoption of evaluating the impact that this ASU will havehad no impact on itsour consolidated financial statements andor related disclosures.
Adoption of New Accounting Standards
In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). This ASU, which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, a convertible debt instrument is accounted for as a single liability measured at its amortized cost. These changes reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. Also, this ASUalso requires the application of the if-converted method forwhen calculating diluted earnings per share and the treasury stock method will be no longer available. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, and may be adopted through either a fully retrospective or modified retrospective method of transition only at the beginning of an entity’s fiscal year. The Company has Convertible Senior Notes (the “Convertible Notes”) with a cash conversion feature that was recognized in equity at the time of issuance (see Note 7) and haswhen net income is reported. We adopted this standard as of January 1, 2022 under the modified retrospective method of transition. As such,transition which allows for amounts reported prior period amounts have not been retrospectively adjusted.to the adoption date to remain unadjusted. Adoption of the standard resulted in a $57.1 million reduction in additional paid-in capital, of $57.1a $57.9 million an increase to long-term debt, net, of $57.9a $13.2 million a decrease in the deferred taxes, net of $13.2and a $12.4 million and an increase in retained earnings of $12.4 million.earnings. Additionally, in periods when net income is reported, the Company will use the if-converted method for calculating diluted earnings per common share. Underunder the if-converted method, the 14.7 million common shares underlying the Convertible Notes are assumed to have been outstanding as of the beginning of the current reporting period and any interest expense related to the Convertible Notes for the period is excluded from the calculation of diluted earnings per common share, resulting in an increase to net income. As a result, during the year ended December 31, 2022, after-tax interest expense in the amount of $6.4 million was excluded from net income in the calculation of earnings per common share—diluted (see Note 8).share. Prior to the adoption of ASU 2020-06, the Companyfor periods when we recognized net income, we used the treasury stock method to compute dilutive shares of common stock related to the Convertible Notes for periods when the Company reported net income. The treasury stock method assumes that proceeds received upon exercises are used to purchase common shares at the average market price during the period. Additionally, under the treasury stock method, interest expense related to the Convertible Notes for the period was included in net income for the calculation of earnings per common share—diluted.
In July 2021, the FASB issued ASU No. 2021-05, “Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments” which requires lessors to classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if both of the following criteria are met: (1) the lease would have been classified as a sales-type lease or a direct financing lease in accordance with the classification criteria in Topic 842; and (2) the lessor would have otherwise recognized a day-one loss. The amendments are effective for annual periods beginning after December 15, 2021 with early adoption permitted. The adoption of this ASU did not have any impact on the Company’s consolidated financial statements.
Note 4. Leases
Sales-Type Leases
The Company enters into non-cancelable license agreements that provide software and hardware to driving ranges, hospitality venues, and entertainment venues. These license agreements are classified as sales-type leases.
Leasing revenue from sales-type leases is included in services revenues within the consolidated statements of operations. There were no revenues attributed to sales-type leases for the year ended December 31, 2020. Leasing revenue attributed to sales-type leases consists of the selling price and interest income as follows (in millions):
| | | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 | | |
Sales-type lease selling price(1) | $ | 36.3 | | | $ | 29.8 | | | |
| Cost of underlying assets | (17.6) | | | (11.9) | | | |
| Operating profit | $ | 18.7 | | | $ | 17.9 | | | |
| | | | | |
| Interest income | $ | 4.5 | | | $ | 4.3 | | | |
| | | | | |
| Leasing revenue attributable to sales-type leases | $ | 40.8 | | | $ | 34.1 | | | |
| | | | | |
(1) Selling price is equal to the present value of lease payments over the non-cancelable term of the licensing agreement. | | |
Leasing receivables related to the Company’s net investment in sales-type leases are as follows (in millions):
| | | | | | | | | | | | | | | | | |
| Balance Sheet Location | | December 31, 2022 | | December 31, 2021 |
| Leasing receivables, net—short-term | Other current assets | | $ | 17.5 | | | $ | 12.8 | |
| Leasing receivables, net—long-term | Other assets | | 57.5 | | | 44.1 | |
| Total leasing receivables | | | $ | 75.0 | | | $ | 56.9 | |
As of December 31, 2022, maturities of sales-type lease receivables for the next five years and thereafter were as follows (in millions):
| | | | | |
| Sales-type Leases |
| 2023 | $ | 24.0 | |
| 2024 | 23.3 | |
| 2025 | 18.5 | |
| 2026 | 11.8 | |
| 2027 | 5.7 | |
| Thereafter | 3.6 | |
| Total future lease payments | 86.9 | |
| Less: imputed interest | 11.9 | |
| Total | $ | 75.0 | |
Operating and Finance Leases
As a lessee, the Company leases office space, manufacturing plants, warehouses, distribution centers, Company-operated Topgolf venues, vehicles and equipment, as well as retail and/or outlet locations.
Supplemental balance sheet information related to leases is as follows (in millions):
| | | | | | | | | | | | | | | | | |
| | | December 31, |
| Balance Sheet Location | | 2022 | | 2021 |
| Operating Leases: | | | | | |
| ROU assets, net | Operating lease ROU assets, net | | $ | 1,419.1 | | | $ | 1,384.5 | |
| Lease liabilities, short-term | Operating lease liabilities, short-term | | $ | 76.4 | | | $ | 72.3 | |
| Lease liabilities, long-term | Operating lease liabilities, long-term | | $ | 1,437.5 | | | $ | 1,385.4 | |
| | | | | |
| Finance Leases: | | | | | |
| ROU assets, net | Other assets | | $ | 215.7 | | | $ | 129.5 | |
| Lease liabilities, short-term | Accounts payable and accrued expenses | | $ | 1.7 | | | $ | 1.8 | |
| Lease liabilities, long-term | Other long-term liabilities | | $ | 225.9 | | | $ | 132.5 | |
The components of lease expense are as follows (in millions): | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2022 | | 2021 | | 2020 |
| Operating lease costs | | $ | 172.7 | | | $ | 146.3 | | | $ | 42.5 | |
| Financing lease costs: | | | | | | |
| Amortization of right-of-use assets | | 6.4 | | | 3.2 | | | 0.9 | |
| Interest on lease liabilities | | 9.3 | | | 4.5 | | | — | |
| Total financing lease costs | | 15.7 | | | 7.7 | | | 0.9 | |
| Variable lease costs | | 10.2 | | | 6.5 | | | 2.5 | |
| Total lease costs | | $ | 198.6 | | | $ | 160.5 | | | $ | 45.9 | |
Other information related to leases was as follows: | | | | | | | | | | | | | | | | | | | | |
| | December 31, |
| Supplemental Cash Flows Information (in millions) | | 2022 | | 2021 | | 2020 |
| Cash paid for amounts included in the measurement of lease liabilities: | | | | | | |
| Operating cash flows from operating leases | | $ | 157.0 | | | $ | 123.6 | | | $ | 39.8 | |
| Operating cash flows from finance leases | | $ | 5.2 | | | $ | 2.8 | | | $ | — | |
| Financing cash flows from finance leases | | $ | 2.7 | | | $ | 0.8 | | | $ | 0.8 | |
| | | | | | |
| Lease liabilities arising from new ROU assets: | | | | | | |
| Operating leases | | $ | 51.9 | | | $ | 19.6 | | | $ | 65.5 | |
| Finance leases | | $ | 92.0 | | | $ | 52.7 | | | $ | 0.1 | |
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| Weighted average remaining lease term (years): | | | |
| Operating leases | 16.6 | | 14.1 |
| Finance leases | 36.5 | | 36.2 |
| | | |
| Weighted average discount rate: | | | |
| Operating leases | 5.6 | % | | 5.3 | % |
| Finance leases | 6.1 | % | | 5.3 | % |
Future minimum lease obligations as of December 31, 2022 were as follows (in millions): | | | | | | | | | | | |
| Operating Leases | | Finance Leases |
| 2023 | $ | 152.5 | | | $ | 11.2 | |
| 2024 | 151.7 | | | 13.8 | |
| 2025 | 148.3 | | | 15.1 | |
| 2026 | 145.3 | | | 15.2 | |
| 2027 | 143.6 | | | 15.5 | |
| Thereafter | 1,719.0 | | | 564.8 | |
| Total future lease payments | 2,460.4 | | | 635.6 | |
| Less: imputed interest | 946.5 | | | 408.0 | |
| Total | $ | 1,513.9 | | | $ | 227.6 | |
Deemed Landlord Financing Obligations (“DLF” Obligations)
As of December 31, 2022, the Company had 38 DLF obligations that did not meet the sale-leaseback criteria upon the completion of construction. The assets of which the Company is deemed the accounting owner of under these DLF obligations consist primarily of land properties and buildings. While the Company typically seeks to finance construction of its venues through third-party developers or real estate financing partners, in certain instances, the Company may fund a certain portion of the assets associated with the DLF obligations. As of December 31, 2022 and 2021, the total net book value of assets associated with these DLF obligations, including assets that were not financed through third-party developers or real estate financing partners under a DLF arrangement, was $813.2 million and $620.3 million, respectively. Land properties and the net book value of the buildings and equipment under these DLF obligations are included in property, plant and equipment on the Company’s consolidated balance sheets. Buildings capitalized in conjunction with these DLF obligations are depreciated, less their residual value, over the shorter period of 40 years or the lease term.
Supplemental balance sheet information related to DLF obligations is as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | |
| Balance Sheet Location | | December 31, 2022 | | December 31, 2021 | | | | |
| DLF obligation liabilities, short-term | Accounts payable and accrued expenses | | $ | 2.4 | | | $ | 0.9 | | | | | |
| DLF obligation liabilities, long-term | Deemed landlord financing obligations, long-term | | $ | 658.0 | | | $ | 460.6 | | | | | |
The components of DLF obligation expenses are as follows (in millions):
| | | | | | | | | | | | | | | | | | | |
| Income Statement Location | | December 31, 2022 | | December 31, 2021 | | |
| Amortization of DLF obligations | Amortization expense | | $ | 14.5 | | | $ | 5.7 | | | |
| Interest on DLF obligations | Interest expense, net | | 46.7 | | | 28.0 | | | |
| Total DLF contracts expenses | | | $ | 61.2 | | | $ | 33.7 | | | |
Other information related to DLF leases was as follows:
| | | | | | | | | | | | | | | | |
| Supplemental Cash Flows Information (in millions) | | December 31, 2022 | | December 31, 2021 | | |
| Cash paid for amounts included in the measurement of lease liabilities: | | | | | | |
| Operating cash flows from DLF obligations | | $ | 36.9 | | | $ | 17.7 | | | |
| Financing cash flows from DLF obligations | | $ | 4.8 | | | $ | — | | | |
| | | | | | |
| Lease liabilities arising from new ROU assets: | | | | | | |
| Operating DLF obligations | | $ | 193.8 | | | $ | 171.4 | | | |
| | | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 | | |
| Weighted average remaining lease term (years) | 38.5 | | 39.0 | | |
| Weighted average discount rate | 8.8 | % | | 9.2 | % | | |
Future minimum financing obligations related to DLF obligations as of December 31, 2022 were as follows (in millions):
| | | | | | | | |
| 2023 | | $ | 52.2 | |
| 2024 | | 54.8 | |
| 2025 | | 55.1 | |
| 2026 | | 56.1 | |
| 2027 | | 57.4 | |
| Thereafter | | 2,622.7 | |
| Total future payments | | 2,898.3 | |
| Less: imputed interest | | 2,237.9 | |
| Total | | $ | 660.4 | |
Leases Under Construction
The Company’s minimum capital commitment for leases under construction, net of amounts reimbursed by third-party real estate financing partners, was approximately $48.0 million as of December 31, 2022. As the Company is actively involved in the construction of these properties, the Company recorded $124.5 million in construction costs within property, plant and equipment as of December 31, 2022. Additionally, as of December 31, 2022, the Company recorded $35.4 million in construction advances from the landlords in connection with these properties. The Company will determine the lease classification for properties currently under construction at the end of the construction period. The initial base term upon the commencement of these leases is generally 20 years. In addition, as of December 31, 2022, the Company had $834.2 million of future lease obligations related to eight venues subject to non-cancellable leases that have been signed but have not yet commenced.
Note 4. Business Combinations
BigShots Acquisition
On November 1, 2023, we completed the acquisition of certain assets from affiliates of Invited, Inc. (“Invited”), the largest owner and operator of private golf and country clubs in the United States, related to its BigShots Golf business (“BigShots”), for a purchase price of approximately $29.7 million, which we funded with existing cash on hand. The acquisition includes certain domestic venue locations of the BigShots brand, which will help expand our leadership position in off-course golf and in the modern-golf ecosystem and is accounted for as a business combination. All of the goodwill arising from the acquisition is assigned to our Topgolf operating segment and consists largely of operational synergies within our Topgolf business. Goodwill recorded in connection with the acquisition is expected to be deductible for income tax purposes.
The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date based on the purchase price allocation (in millions):
| | | | | |
| At November 1, 2023 |
| Assets Acquired | |
| Accounts receivable | $ | 0.1 | |
| |
| Other current assets | 0.3 | |
| Property and equipment | 20.2 | |
| Intangibles—trade name | 2.9 | |
| Intangibles—development rights | 2.0 | |
| Goodwill | 4.4 | |
| Total assets acquired | 29.9 | |
| Liabilities Assumed | |
| Accounts payable and accrued liabilities | 0.2 | |
| Net assets acquired | 29.7 | |
| Total purchase price consideration | $ | 29.7 | |
For the year ended December 31, 2023, the results of operations for BigShots and acquisition-related costs were not material to our consolidated statements of operations. Additionally, the pro forma results of operations reflecting the acquisition of BigShots are not presented, as the impact on our consolidated financial results would not have been material.
In conjunction with the acquisition of certain assets from affiliates of Invited in November 2023, during the first quarter of 2024 we completed additional acquisitions from Invited and affiliates of Invited for additional venue-related assets and development rights related to the Bigshots business, for $5.9 million and $16.0 million, respectively. The additional acquisitions were completed in two separate transactions and were funded with existing cash on hand, and will be accounted for as a business combination in connection with the November 2023 acquisition. Due to the timing of the completion of these transactions, the preliminary purchase price allocations for these additional assets and development rights are excluded from the purchase price allocation amounts in the table above. We expect to include the preliminary purchase price allocation estimates related to these additional acquisitions in our Form 10-Q for the period ended March 31, 2024.
Merger with Topgolf International, Inc.
On March 8, 2021, we completed our merger with Topgolf, pursuant to the terms of an Agreement and Plan of Merger, dated as of October 27, 2020 (the “Merger Agreement”) to expand our business platforms and family of brands, as well as our reach across multiple platforms, which now includes Topgolf venues in addition to retail, e-commerce and digital communities. Since the date of the merger, Topgolf has operated as one of our wholly-owned subsidiaries.
Pursuant to the terms of the Merger Agreement, we acquired 100% of the outstanding equity of Topgolf in an all-stock transaction, at an exchange ratio based on an equity value of Topgolf of $1,987.0 million, whereby the stockholders of Topgolf received 89.8 million of our common shares. The actual purchase consideration upon the closing of the merger of $3,014.2 million (or $2,650.2 million excluding Topgolf shares that were held by us) was based on the number of shares of our common stock issued, multiplied by the closing price of $29.52 of our common stock on March 8, 2021. Additionally, we converted certain stock options, stock awards, and warrants held by previous Topgolf equity holders. The purchase consideration, together with the fair value of the consideration transferred for outstanding stock awards and warrants totaled $3,048.9 million.
During the year ended December 31, 2021, we recognized $20.4 million of transaction costs which primarily consisted of advisor, legal, valuation and accounting fees. We did not recognize any transaction costs associated with the merger during the years ended December 31, 2023 and December 31, 2022.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the purchase price allocation (in millions):
| | | | | | | | |
| At March 8, 2021 |
| Assets Acquired | | |
| Cash | | $ | 171.3 | |
| Accounts receivable | | 10.7 | |
| Inventories | | 13.9 | |
| Other current assets | | 52.1 | |
| Property and equipment | | 1,079.6 | |
| Operating lease right-of-use assets | | 1,328.0 | |
| Investments | | 28.8 | |
| Other assets | | 33.7 | |
| Intangibles—trade name | | 994.2 | |
| Intangibles—technology, customer relationships and liquor licenses | | 81.9 | |
| Goodwill | | 1,355.0 | |
| Total assets acquired | | 5,149.2 | |
| Liabilities Assumed | | |
| Accounts payable and accrued liabilities | | $ | 95.8 | |
| Accrued employee costs | | 37.1 | |
| Construction advances | | 40.5 | |
| Deferred revenue | | 66.2 | |
| Other current liabilities | | 7.8 | |
| Long-term debt | | 535.1 | |
| Deemed landlord financing | | 303.0 | |
| Operating lease liabilities | | 1,402.3 | |
| Other long-term liabilities | | 32.2 | |
| Deferred tax liabilities | | 143.7 | |
| Net assets acquired | | 2,485.5 | |
| Goodwill allocated to other business units | | 563.4 | |
| Total purchase price and consideration transferred in the merger | | $ | 3,048.9 | |
Supplemental Pro-Forma Information (Unaudited)
The following table presents supplemental pro-forma information for the twelve months ended December 31, 2021 in order to show what our consolidated net revenues and net income would have been had the merger been completed as of January 1, 2020. These amounts were calculated after applying our accounting policies and were based upon information available at that time. Pre-acquisition net revenue and net income/(loss) amounts for Topgolf were derived from the books and records of Topgolf prepared prior to the acquisition and are presented for informational purposes only and do not purport to be indicative of actual results of future operations or of the results that would have occurred had the acquisition taken place as of the date noted below. The pro-forma amounts presented below also consider the effects of the fair value adjustments recorded on the assets acquired and liabilities assumed throughout the measurement period. For the twelve months ended December 31, 2023 and December 31, 2022, our consolidated financial statements reflect the actual results of operations of the merged businesses.
| | | | | | | |
| Year Ended December 31, | | |
| 2021 | | |
| (in millions) |
| Net revenues | $ | 3,276.4 | | | |
| Net income | $ | 72.3 | | | |
Supplemental Information of Operating Results
The following table presents net revenues and net loss attributable to Topgolf included in our consolidated statements of operations for the year ended December 31, 2021 (in millions):
| | | | | |
| Year Ended December 31, |
| 2021 |
| Net revenues | $ | 1,087.6 | |
| Net loss | $ | (29.6) | |
Note 5. Revenue Recognition
The CompanyWe primarily recognizesrecognize revenue from the sale of itsour products and the operation of itsour Topgolf venues. Revenue from product sales includes golf clubs, golf balls, lifestyle and outdoor apparel, gear and accessories, and golf apparel and accessories. The Company sells its products to customers, which include on- and off-course golf shops and national retail stores, as well as to consumers through its e-commerce business and at its apparel retail and venue locations. The Company’s product revenue also includes royalty income from third parties from the licensing of certain soft goods products. Revenue from services primarily includes venue sales of food and beverage, fees charged for gameplay, the sale of game credits to guests, franchise fees, sponsorship contracts, leasing revenue and non-refundable deposits received for venue reservations at Topgolf. In addition, the Company recognizes service revenue through its online multiplayer WGT digital golf game.
The Company’s contractsContracts with customers for itsthe purchase of our products are generally in the form of a purchase order. In certain cases, the Company enterswe enter into sales agreements containingwhich may contain specific terms, discounts and allowances. The Company entersWe also enter into licensing agreements with certain distributors and, with respect to the Company’sour Toptracer operations, driving ranges and hospitality and entertainment venues.
The following table presents the Company’sour revenue disaggregated by major category and operating and reportable segment and major category (in millions):
| | Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Topgolf: | | | | | |
Venues(1) | $ | 1,477.1 | | | $ | 1,029.0 | | | $ | — | |
Other Topgolf business lines(1) | 71.9 | | | 58.6 | | | — | |
| Year Ended December 31, | | | Year Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
Topgolf (1): | |
| Venues | |
| Venues | |
| Venues | |
| Other business lines | |
| Total Topgolf | Total Topgolf | $ | 1,549.0 | | | $ | 1,087.6 | | | $ | — | |
| | Golf Equipment: | Golf Equipment: | |
| Golf club | $ | 1,097.1 | | | $ | 994.5 | | | $ | 787.1 | |
| Golf ball | 309.5 | | | 234.7 | | | 195.6 | |
| Golf Equipment: | |
| Golf Equipment: | |
| Golf clubs | |
| Golf clubs | |
| Golf clubs | |
| Golf balls | |
| Total Golf Equipment | Total Golf Equipment | $ | 1,406.6 | | | $ | 1,229.2 | | | $ | 982.7 | |
| | Active Lifestyle: | Active Lifestyle: | |
| Active Lifestyle: | |
| Active Lifestyle: | |
| Apparel | |
| Apparel | |
| Apparel | Apparel | $ | 631.7 | | | $ | 490.9 | | | $ | 349.3 | |
| Gear, accessories & other | Gear, accessories & other | 408.4 | | | 325.7 | | | 257.5 | |
| Total Active Lifestyle | Total Active Lifestyle | $ | 1,040.1 | | | $ | 816.6 | | | $ | 606.8 | |
| | Total Consolidated | Total Consolidated | $ | 3,995.7 | | | $ | 3,133.4 | | | $ | 1,589.5 | |
| Total Consolidated | |
| Total Consolidated | |
| (1) As of January 1, 2022, in order to align with the Company’s current management reporting structure, the Company began reporting revenues associated with corporate advertising sponsorship contracts in the venues business line within the Topgolf operating segment. These revenues were previously included within other Topgolf business lines. In order to conform to the current year presentation, revenue associated with corporate advertising sponsorship contracts of $15.0 million recognized from the merger date through December 31, 2021 was reclassified from other Topgolf business lines to venues for comparative purposes. | (1) Topgolf revenues for year ended December 31, 2021 are for the period of March 8, 2021 through January 2, 2022, due to the timing of the merger. | |
(1) Topgolf revenues for year ended December 31, 2021 are for the period of March 8, 2021 through January 2, 2022, due to the timing of the merger. | |
(1) Topgolf revenues for year ended December 31, 2021 are for the period of March 8, 2021 through January 2, 2022, due to the timing of the merger. | |
Venue product sales at the Company’sour Topgolf operating segment include the sale of golf clubs, golf balls, apparel, and gear and accessories. During the years ended December 31, 2023, 2022, and 2021, venue product sales totaledwere $16.3 million, $18.7 million, and $12.9 million, respectively.
Product and Service Revenue
The Company sells itsWe sell our Golf Equipment products and Active Lifestyle products in the United States and internationally, with itsour principal international regions being Europe and Asia. Golf Equipment product sales are generally higher than Active Lifestyle sales in most regions other than inexcept for Europe, which has a higher concentration of Active Lifestyle sales due to the Jack Wolfskin business. Revenue from venuesVenues revenue is higher in the United States due to Topgolf having significantly more domestic venues than international venues. Revenue related to other business lines at Topgolf is predominantly in the United States, andin addition to certain regions within Europe.
The following table summarizes revenue by geographical areas in which the Company operatesregion (in millions):
| | Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
Revenue by Major Geographic Region(1): | | | | | |
| Year Ended December 31, | | | Year Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Revenue by Major Geographic Region: | |
| United States | |
| United States | |
| United States | United States | $ | 2,798.0 | | | $ | 2,067.1 | | | $ | 778.6 | |
| Europe | Europe | 537.4 | | | 499.5 | | | 373.0 | |
| Asia | Asia | 545.4 | | | 465.5 | | | 212.1 | |
| Rest of World | Rest of World | 114.9 | | | 101.3 | | | 225.8 | |
| Total | |
| | $ | 3,995.7 | | | $ | 3,133.4 | | | $ | 1,589.5 | |
| (1) As of January 1, 2022, the Company modified the composition of its regions and combined Japan, Korea, China, South-East Asia and India into a single Asia region. These regions, except for Japan, were previously reported within Rest of World. As a result of this change, net revenues by region for the period presented in the prior year were recast to conform to the current year presentation. |
Licensing, Royalty and Other Income
Royalty income is included in the Company’s Topgolf and Active Lifestyle operating segments and is primarily related to leasing agreements for Toptracer installations and Active Lifestyle licensing agreements, respectively. The following table summarizes all licensing, royalty and other income revenues by operating and reportable segment (in millions):
| | Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Royalty Income: | | | | | | |
| | Year Ended December 31, | | | | Year Ended December 31, |
| | 2023 | | | | 2023 | | 2022 | | 2021 |
| Topgolf | Topgolf | | $ | 50.3 | | | $ | 37.3 | | | $ | — | |
| Active Lifestyle | Active Lifestyle | | 26.6 | | | 30.9 | | | 21.8 | |
| Total | Total | | $ | 76.9 | | | $ | 68.2 | | | $ | 21.8 | |
Deferred Revenue
The Company’sOur deferred revenue balance includes short-term and long-term deferred revenue, which consists primarily of revenue from the sale of gift cards, event deposits, loyalty points, memberships and prepaid sponsorships at Topgolf, virtual currency and game credits related to the WGT digital golf game,games, as well as upfront territory fees and upfront franchise fees received from international franchise partners.
Revenue from gift cards is deferred and recognized when the cards are redeemed, which generally occurs within a 12-month period from the date of purchase. Revenue from the event deposits, loyalty points, memberships, prepaid sponsorships, game credits, and virtual currency related to the WGT digital golf game are recognized when redeemed or once the event or sponsorship occurs, over the estimated life of a customer’s membership, or based on historical currency or credit usage trends, as applicable, which generally occur within a one to thirty-six month period from the date of purchase. Revenue related to territory and franchise fees for each arrangement are allocated to each individual venue and recognized up to a 40-year term, including renewal options, per the respective franchise agreement.
The Company’s short-term deferred revenue balances for the years ended December 31, 2022 and December 31, 2021 primarily consist of event deposits and gift card purchases at Topgolf, of which the majority are generally recognized over a 12-month period from the date of purchase. The following table provides a reconciliation of activity related to the Company’sour short-term deferred revenue balance for the periods presented (in millions):
| | Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Beginning Balance | | $ | 93.9 | | | $ | 2.5 | | | $ | 2.2 | |
| | Year Ended December 31, | | | | Year Ended December 31, |
| | 2023 | | | | 2023 | | 2022 | | 2021 |
Beginning Balance(1) | |
| Deferral of revenue | Deferral of revenue | | 646.4 | | | 459.6 | | | 3.1 | |
| Revenue recognized | Revenue recognized | | (630.2) | | | (360.2) | | | (2.6) | |
| Breakage | Breakage | | (19.0) | | | (10.3) | | | (0.2) | |
| Other/foreign currency translation | | 3.8 | | | 2.3 | | | — | |
| Foreign currency translation and other | |
| Ending Balance | Ending Balance | | $ | 94.9 | | | $ | 93.9 | | | $ | 2.5 | |
| (1) 2021 Beginning Balance excludes Topgolf due to the timing of the merger. | |
(1) 2021 Beginning Balance excludes Topgolf due to the timing of the merger. | |
(1) 2021 Beginning Balance excludes Topgolf due to the timing of the merger. | |
As of December 31, 20222023 and December 31, 2021, the Company’s2022, our long-term deferred revenue balance was $3.2$3.7 million and $3.4$3.2 million, respectively, which is included in other long-term liabilities on the Company’sour consolidated balance sheet.
Variable Consideration
The Company recognizes revenue based onfollowing table summarizes the amount of consideration it expects to receive from customers for its products and services. The consideration is based on the sales pricedeferred revenue recognized during the periods presented which were included in the balance of deferred revenue balances as of the products and services adjusted for estimatesend of variable consideration, including sales returns, discounts and allowances as well as sales programs, sales promotions and price concessions that are offered by the Company. These estimates are based on the amounts earned or expected to be claimed by customers.prior year reporting period (in millions):
| | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | |
| 2023 | | 2022 | | 2021 | |
Deferred revenue recognized from prior period ending balance(1) | $ | 63.7 | | | $ | 67.0 | | | $ | 1.5 | | |
(1) 2021 excludes Topgolf due to the timing of the merger. | | | | | | |
Variable Consideration
The following table provides a reconciliation of the activity related to the Company’sour short-term sales program incentives activity for the periods presented (in millions):
| | Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Year Ended December 31, | | | Year Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Beginning Balance | Beginning Balance | $ | 23.3 | | | $ | 26.2 | | | $ | 20.3 | |
| Additions | Additions | 35.7 | | | 32.5 | | | 39.9 | |
| Credits issued | Credits issued | (32.9) | | | (32.1) | | | (34.7) | |
| Other/foreign currency translation | (5.3) | | | (3.3) | | | 0.7 | |
| Foreign currency translation and other | |
| Ending Balance | Ending Balance | $ | 20.8 | | | $ | 23.3 | | | $ | 26.2 | |
The Company records an estimate for anticipated returns as a reduction of product revenues and cost of products, and accounts receivable, in the period that the related sales are recorded.
OurThe Company’s provision for the sales return liability fluctuates with the seasonality of the business, while actual sales returns are generally more heavily weighted toward the second half of the year as the golf season comes to an end. The following table provides a reconciliation of the activity related to the Company’sour sales return reserve for the periods presented (in millions):
| | Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Year Ended December 31, | | | Year Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Beginning Balance | Beginning Balance | $ | 47.4 | | | $ | 44.0 | | | $ | 29.0 | |
| Provision | Provision | 128.4 | | | 91.0 | | | 106.2 | |
| Sales returns | Sales returns | (120.4) | | | (87.6) | | | (91.2) | |
| | Ending Balance | Ending Balance | $ | 55.4 | | | $ | 47.4 | | | $ | 44.0 | |
| Ending Balance | |
| Ending Balance | |
TheAs of December 31, 2023 and December 31, 2022, the cost recovery of inventory associated with theour sales return liability is accounted for in other current assets on the Company’s consolidated balance sheet. As of December 31, 2022 and December 31, 2021, the Company’s balance for cost recovery was $25.5$25.7 million and $25.9$25.5 million, respectively.
Note 6. Leases
Sales-Type Leases
We enter into non-cancelable license agreements primarily related to Toptracer and Swing Suite (see Note 10) of which certain of these agreements are classified as sales-type leases. Revenue from sales-type leases (see Note 2) is included in services revenues within our consolidated statements of operations is as follows (in millions):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
Sales-type lease selling price(1) | $ | 30.3 | | | $ | 36.3 | | | $ | 29.8 | |
| Cost of underlying assets | (13.8) | | | (17.6) | | | (11.9) | |
| Operating profit | $ | 16.5 | | | $ | 18.7 | | | $ | 17.9 | |
| | | | | |
| Interest income | $ | 6.1 | | | $ | 4.5 | | | $ | 4.3 | |
| | | | | |
| Leasing revenue attributable to sales-type leases | $ | 36.4 | | | $ | 40.8 | | | $ | 34.1 | |
| | | | | |
(1) Selling price is equal to the present value of lease payments over the non-cancelable term of the licensing agreement. |
Leasing receivables related to our net investment in sales-type leases are as follows (in millions):
| | | | | | | | | | | | | | | | | |
| | | December 31, |
| Balance Sheet Location | | 2023 | | 2022 |
| Leasing receivables, net—short-term | Other current assets | | $ | 26.9 | | | $ | 17.5 | |
| Leasing receivables, net—long-term | Other assets, net | | 65.1 | | | 57.5 | |
| Total leasing receivables | | | $ | 92.0 | | | $ | 75.0 | |
Net maturities of sales-type lease receivables for the next five years and thereafter as of December 31, 2023, are as follows (in millions):
| | | | | |
| Sales-Type Leases |
| 2024 | $ | 33.5 | |
| 2025 | 28.2 | |
| 2026 | 21.0 | |
| 2027 | 12.4 | |
| 2028 | 5.7 | |
| Thereafter | 2.8 | |
| Total future lease payments | 103.6 | |
| Less: imputed interest | 11.6 | |
| Total | $ | 92.0 | |
Operating Leases, Financing Leases and DLF Obligations
Supplemental balance sheet information related to our operating and financing ROU assets and lease liabilities and DLF assets and obligations is as follows (in millions):
| | | | | | | | | | | | | | | | | | |
| | | December 31, | |
| Balance Sheet Location | | 2023 | | 2022 | |
| Assets | | | | | | |
| Operating lease ROU assets, net | Operating lease ROU assets, net | | $ | 1,410.1 | | | $ | 1,419.1 | | |
| Financing lease ROU assets, net | Other assets | | $ | 257.4 | | | $ | 215.7 | | |
| DLF assets, net | Property, plant & equipment, net | | $ | 917.3 | | | $ | 813.2 | | |
| | | | | | |
| Liabilities | | | | | | |
| Current | | | | | | |
| Operating lease liabilities, short-term | Operating lease liabilities, short-term | | $ | 86.4 | | | $ | 76.4 | | |
| Financing lease liabilities, short-term | Accounts payable and accrued expenses | | $ | 1.4 | | | $ | 1.7 | | |
| DLF obligations, short-term | Accounts payable and accrued expenses | | $ | 0.1 | | | $ | 2.4 | | |
| | | | | | |
| Non-current | | | | | | |
| Operating lease liabilities, long-term | Operating lease liabilities, long-term | | $ | 1,433.4 | | | $ | 1,437.5 | | |
| Financing lease liabilities, long-term | Other long-term liabilities | | $ | 287.9 | | | $ | 225.9 | | |
| DLF obligations, long-term | Deemed landlord financing obligations | | $ | 980.0 | | | $ | 658.0 | | |
| | | | | | |
Leases Under Construction
Our minimum capital commitment for leases under construction, net of reimbursements from third-party real estate financing partners, was approximately $107.0 million as of December 31, 2023. As we are actively involved in the construction of these properties, we recorded $127.5 million in construction costs within property, plant and equipment and $59.3 million in construction advances from the landlords in connection with these properties as of December 31, 2023. We determine the lease classification for these properties at the end of the construction period. Upon lease commencement, the initial base term of these leases is generally 20 years, with most having options to extend for additional terms of up to 20 years. As of December 31, 2023, we had $364.9 million of future lease obligations related to four venues subject to non-cancellable leases that have been signed but have not yet commenced.
The components of lease expense included in our consolidated statements of operations for the periods presented below are as follows (in millions):
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2023 | | 2022 | | 2021 |
| Operating lease costs: | | | | | | |
| Amortization of ROU assets | | $ | 176.1 | | | $ | 172.7 | | | $ | 146.3 | |
| Total operating lease costs | | 176.1 | | | 172.7 | | | 146.3 | |
| Financing lease costs: | | | | | | |
| Amortization of ROU assets | | 7.8 | | | 6.4 | | | 3.2 | |
| Interest on lease liabilities | | 15.4 | | | 9.3 | | | 4.5 | |
| Total financing lease costs | | 23.2 | | | 15.7 | | | 7.7 | |
| DLF obligation costs: | | | | | | |
| Depreciation of DLF assets | | 25.8 | | | 14.5 | | | 5.7 | |
| Interest on DLF obligations | | 70.0 | | | 46.7 | | | 28.0 | |
| Total DLF obligation costs | | 95.8 | | | 61.2 | | | 33.7 | |
| Variable lease costs | | 11.8 | | | 10.2 | | | 6.5 | |
| Total lease costs | | $ | 306.9 | | | $ | 259.8 | | | $ | 194.2 | |
| | | | | | |
Other information related to leases (in millions): | | | | | | | | | | | | | | | | | | | | |
| | December 31, |
| Supplemental Cash Flows Information | | 2023 | | 2022 | | 2021 |
| Cash paid for amounts included in the measurement of lease liabilities: | | | | | | |
| Operating cash flows from operating leases | | $ | 156.4 | | | $ | 157.0 | | | $ | 123.6 | |
| Operating cash flows from finance leases | | $ | 8.5 | | | $ | 5.2 | | | $ | 2.8 | |
| Operating cash flows from DLF obligations | | $ | 54.6 | | | $ | 36.9 | | | $ | 17.7 | |
| Financing cash flows from finance leases | | $ | 2.8 | | | $ | 2.7 | | | $ | 0.8 | |
| Financing cash flows from DLF obligations | | $ | 6.9 | | | $ | 4.8 | | | $ | — | |
| | | | | | |
| Lease liabilities arising from new ROU assets: | | | | | | |
| Operating leases | | $ | 83.5 | | | $ | 51.9 | | | $ | 19.6 | |
| Finance leases | | $ | 27.0 | | | $ | 92.0 | | | $ | 52.7 | |
DLF obligations(1) | | $ | 311.3 | | | $ | 193.8 | | | $ | 171.4 | |
| | | | | | |
(1) During the course of the construction of our venues, certain financing partners remit funds directly to our construction vendors on our behalf rather than providing the construction advances directly to us. These funds are presented as non-cash investing and financing activities within our consolidated statement of cash flows. For the year ended December 31, 2023, the amount contributed by these financing partners, in addition to accrued capitalized interest for these contributions was $60.6 million. For the years ended December 31, 2022 and December 31, 2021, the amount contributed by these financing partners, in addition to accrued capitalized interest for these contributions was $30.6 million and $37.7 million, respectively, which were corrected from $163.2 million and $107.1 million, respectively, as previously reported. |
| | | | | | | | | | | |
| December 31, |
| 2023 | | 2022 |
| Weighted average remaining lease term (years): | | | |
| Operating leases | 15.9 | | 16.6 |
| Finance leases | 36.8 | | 36.5 |
| DLF obligations | 38.1 | | 38.5 |
| | | |
| Weighted average discount rate: | | | |
| Operating leases | 5.8 | % | | 5.6 | % |
| Finance leases | 6.3 | % | | 6.1 | % |
| DLF obligations | 10.0 | % | | 8.8 | % |
As of December 31, 2023, our future minimum lease obligations were as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Operating Leases | | Finance Leases | | DLF Obligations(1) | | Total |
| 2024 | $ | 155.6 | | | $ | 14.9 | | | $ | 72.9 | | | $ | 243.4 | |
| 2025 | 162.1 | | | 17.1 | | | 80.7 | | | 259.9 | |
| 2026 | 156.9 | | | 17.4 | | | 84.2 | | | 258.5 | |
| 2027 | 154.3 | | | 17.4 | | | 85.5 | | | 257.2 | |
| 2028 | 150.0 | | | 15.3 | | | 87.7 | | | 253.0 | |
| Thereafter | 1,677.5 | | | 739.7 | | | 3,978.8 | | | 6,396.0 | |
| Total future lease payments | 2,456.4 | | | 821.8 | | | 4,389.8 | | | 7,668.0 | |
| Less: imputed interest | 936.6 | | | 532.5 | | | 3,409.7 | | | 4,878.8 | |
| Total | $ | 1,519.8 | | | $ | 289.3 | | | $ | 980.1 | | | $ | 2,789.2 | |
| | | | | | | |
(1) Future lease payments for DLF Obligations include approximately $44.9 million of reimbursements which we expect to receive from third-party financing partners that were not yet received as of December 31, 2023. Imputed interest includes approximately $175.6 million related to these unfunded DLF Obligations as of December 31, 2023. |
Note 6. Business Combinations
Merger with Topgolf International, Inc.
On March 8, 2021, the Company completed its merger with Topgolf, pursuant to the terms of an Agreement and Plan of Merger, dated as of October 27, 2020 (the “Merger Agreement”). Topgolf is a leading technology-enabled golf entertainment business, with an innovative platform that comprises its state-of-the-art open-air golf and entertainment venues, Toptracer ball-tracking technology and innovative media platform with a differentiated position in eSports. As a result of the merger, the Company expanded its business platforms and family of brands, as well as its reach across multiple channels, which now include Topgolf venues in addition to retail, e-commerce and digital communities.
Pursuant to the terms of the Merger Agreement, at the closing of the merger, the Company issued 89.8 million unrestricted and fully vested shares of its common stock to the stockholders of Topgolf (excluding 12.3 million shares of the Company’s common stock that would have been allocated to the Company in the merger based on the shares of Topgolf held by the Company) for 100% of the outstanding equity of Topgolf, at an exchange ratio based on an equity value of Topgolf of $1,987.0 million (or $1,748.0 million excluding Topgolf shares that were held by the Company) and a price per share of the Company’s common stock fixed at $19.40 per share. The actual purchase consideration upon the closing of the merger of $3,014.2 million (or $2,650.2 million excluding Topgolf shares that were held by the Company) was based on the number of shares of the Company’s common stock issued, multiplied by the closing price of $29.52 of the Company’s common stock on March 8, 2021. Additionally, the Company converted certain stock options previously held by former equity holders of Topgolf into options to purchase a number of shares of the Company’s common stock, and certain outstanding restricted stock awards of Topgolf, into 0.2 million shares of the Company’s common stock. As part of the consideration transferred in the merger, the Company included an incremental $33.1 million to the total purchase consideration, which represents the fair value of the vested portion the replacement awards. The unvested portion is being recognized as compensation expense over the remaining vesting period for services rendered in the post-combination period. In addition, the Company converted issued and outstanding warrants to purchase certain preferred shares of Topgolf into a warrant to purchase a number of shares of the Company’s common stock. The fair value of the consideration transferred in the merger related to these warrants totaled $1.6 million. The purchase consideration, together with the fair value of the consideration transferred for outstanding stock awards and warrants totaled $3,048.9 million.
The Company previously held approximately 14.3% of Topgolf’s outstanding shares prior to the closing of the merger. Immediately following the closing of the merger, the Company’s stockholders as of immediately prior to the merger owned approximately 51.3% of the outstanding shares of the combined company, and former Topgolf stockholders, other than the Company, owned approximately 48.7% of the outstanding shares of the combined company. As a result of the merger, during the year ended December 31, 2021 the Company recognized a gain of $252.5 million in its consolidated statements of operations related to a fair-value step-up of the Company’s former investment in Topgolf.
The Company allocated the purchase price to the net identifiable tangible and intangible assets acquired and liabilities assumed based on their fair values as of the date of acquisition. Identifiable intangible assets include the Topgolf trade name, developed technology, Topgolf’s investment in Full Swing Golf Holdings, Inc. (which investment has subsequently been contributed into an interest in Full Swing Golf Holdings, LLC, or “Full Swing”), customer relationships and liquor licenses. The excess of the purchase price over the fair value of the net assets and liabilities was allocated to goodwill. The Company determined the fair values after review and consideration of relevant information as of the acquisition date, including discounted cash flows, quoted market prices and certain estimates made by management.
The allocation of the purchase price presented below was based on management’s estimate of the fair values of the acquired assets and assumed liabilities using valuation techniques including income, cost and market approaches. These valuation techniques incorporate the use of expected future revenues, cash flows and growth rates as well as estimated discount rates. Current and noncurrent assets and liabilities were valued at historical carrying values, which approximated fair value, except as described below. The trade name was valued under the royalty savings income approach method, which is equal to the present value of the after-tax royalty savings attributable to owning the trade name as opposed to paying a third party for its use. For this valuation the Company used a royalty rate of 2.5%, which is reflective of royalty rates paid in market transactions, and a discount rate of 7.0% to 8.5% on the future cash flows generated by the net after-tax savings. The fair value of the Topgolf hitting bays, Toptracer ball-tracking technology and the WGT digital game was based on a combination of valuation methodologies, including the residual net income approach, royalty savings income approach and the cost approach. The Company utilized the options pricing model and revenue multiples of comparable companies to determine the fair value of the investment in Full Swing. Customer relationships and liquor licenses were valued using the replacement cost method. The Company amortizes the fair value of the finite-lived intangibles, which include technology and customer relationships, over a period ranging between one and ten years. The fair value of operating leases was determined based on current market terms, which resulted in a net unfavorable adjustment to the right-of-use asset. Property, plant and equipment was valued based on its replacement cost, which resulted in an estimated step-up in value. The fair value of the debt assumed was based on a market credit rating, interest rates and repayment terms, which resulted in an overall decrease in value.
During the first quarter of 2022, the Company finalized its fair value determination on the acquired assets and assumed liabilities, specifically related to certain leases and certain deferred tax items, and completed its assessment of the purchase price allocation. After assessing the fair value of the net assets acquired and liabilities assumed, the Company recorded goodwill of $1,918.4 million, of which the Company attributed $1,355.0 million to the future revenues and growth potential of the Topgolf business and $563.4 million to the synergies the Company anticipates from leveraging the Topgolf business to expand its golf equipment and apparel businesses. For the operating segment allocation of goodwill see Note 9. As a non-taxable stock acquisition, the value attributable to the acquired intangibles and goodwill are not tax deductible, and accordingly, the Company recognized a net deferred tax liability of $143.7 million.
During the years ended December 31, 2021 and 2020, the Company recognized transaction costs consisting primarily of advisor, legal, valuation and accounting fees of approximately $20.4 million and $8.5 million, respectively. During the year ended December 31, 2022 the Company did not recognize any transaction costs associated with the merger.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the purchase price allocation (in millions):
| | | | | | | | |
| At March 8, 2021 |
Assets Acquired | | |
Cash | | $ | 171.3 | |
Accounts receivable | | 10.7 | |
Inventories | | 13.9 | |
Other current assets | | 52.1 | |
Property and equipment | | 1,079.6 | |
Operating lease right-of-use assets | | 1,328.0 | |
Investments | | 28.8 | |
Other assets | | 33.7 | |
Intangibles—trade name | | 994.2 | |
Intangibles—technology, customer relationships and liquor licenses | | 81.9 | |
Goodwill | | 1,355.0 | |
Total assets acquired | | 5,149.2 | |
Liabilities Assumed | | |
Accounts payable and accrued liabilities | | $ | 95.8 | |
Accrued employee costs | | 37.1 | |
Construction advances | | 40.5 | |
Deferred revenue | | 66.2 | |
Other current liabilities | | 7.8 | |
Long-term debt | | 535.1 | |
Deemed landlord financing | | 303.0 | |
Operating lease liabilities | | 1,402.3 | |
Other long-term liabilities | | 32.2 | |
Deferred tax liabilities | | 143.7 | |
Net assets acquired | | 2,485.5 | |
Goodwill allocated to other business units | | 563.4 | |
Total purchase price and consideration transferred in the merger | | $ | 3,048.9 | |
Supplemental Pro-Forma Information (Unaudited)
The following table presents supplemental pro-forma information for the years ended December 31, 2021 and 2020 as if the merger with Topgolf had occurred on January 1, 2020. These amounts have been calculated after applying the Company’s accounting policies and are based upon currently available information. For this analysis, the Company assumed that certain gains and costs associated with the merger were recognized as of January 1, 2020, including a gain of $252.5 million recognized on the Company’s pre-acquisition investment in Topgolf, acquisition costs of $28.9 million, the amortization of estimated intangible assets and other fair value adjustments, as well as the tax effect on those costs, and a valuation allowance on certain acquired net operating losses and tax credit carryforwards (see Note 12). Pre-acquisition net revenue and net income/(loss) amounts for Topgolf were derived from the books and records of Topgolf prepared prior to the acquisition and are presented for informational purposes only and do not purport to be indicative of the results of future operations or of the results that would have occurred had the acquisition taken place as of the dates noted below. The pro-forma amounts presented below consider the effects of the fair value adjustments recorded on the assets acquired and liabilities assumed throughout the measurement period. Accordingly, the amounts below reflect the impact of those adjustments.
| | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 |
| (in millions) |
| Net revenues | $ | 3,276.4 | | | $ | 2,305.7 | |
| Net income (loss) | $ | 72.3 | | | $ | (318.8) | |
Supplemental Information of Operating Results
The following table presents net revenues and net income attributable to Topgolf included in the Company’s consolidated statements of operations for the year ended December 31, 2021 (in millions):
| | | | | |
| Twelve Months Ended
December 31, |
| 2021 |
Net revenues | $ | 1,087.6 | |
Net loss | $ | (29.6) | |
Note 7. Financing Arrangements
The Company’sOur credit facilities and long-term debt obligations are summarized as follows (in millions, except percentages)millions):
| | Maturity Date | | Interest Rate | | December 31, 2022 | | December 31, 2021 |
| | Maturity Date | | | | Maturity Date | | Interest Rate | | December 31, 2023 | | December 31, 2022 |
| Short-Term Credit Facilities | Short-Term Credit Facilities | | | | | | | | |
U.S. Asset-Based Revolving Credit Facility(1) | | May 17, 2024 | | 5.65% | | $ | 181.1 | | | $ | 9.1 | |
Japan ABL Facility(2) | | January 21, 2025 | | 0.87% | | 38.2 | | | — | |
| U.S. Asset-Based Revolving Credit Facility | |
| U.S. Asset-Based Revolving Credit Facility | |
| U.S. Asset-Based Revolving Credit Facility | |
| 2022 Japan ABL Credit Facility | |
| Total Principal Amount | Total Principal Amount | | $ | 219.3 | | | $ | 9.1 | |
| Unamortized Debt Issuance Costs | Unamortized Debt Issuance Costs | | $ | 0.9 | | | $ | 0.9 | |
| | Balance Sheet Location | Balance Sheet Location | |
| Balance Sheet Location | |
| Balance Sheet Location | |
| Asset-based credit facilities | |
| Asset-based credit facilities | |
| Asset-based credit facilities | Asset-based credit facilities | | $ | 219.3 | | | $ | 9.1 | |
| Prepaid expenses | Prepaid expenses | | $ | 0.6 | | | $ | 0.9 | |
| Other long-term assets | Other long-term assets | | $ | 0.3 | | | $ | — | |
| | Maturity Date | | Interest Rate | | December 31, 2022 | | December 31, 2021 |
| | Maturity Date | |
| | Maturity Date | |
| | Maturity Date | | | Interest Rate | | December 31, 2023 | | December 31, 2022 |
| Long-Term Debt and Credit Facilities | Long-Term Debt and Credit Facilities | | | | | | | | |
| Japan Term Loan | | July 31, 2025 | | 0.85% | | $ | — | | | $ | 13.0 | |
Term Loan B(3) | | January 4, 2026 | | 8.88% | | 432.0 | | | 436.8 | |
| Topgolf Term Loan | | February 8, 2026 | | 10.58% | | 336.9 | | | 340.4 | |
| Topgolf Revolving Credit Facility | | February 8, 2024 | | 8.08% | | 110.0 | | | — | |
| 2023 Term Loan B | |
| 2023 Term Loan B | |
| 2023 Term Loan B | |
| Convertible Notes | Convertible Notes | | May 1, 2026 | | 2.75% | | 258.3 | | | 258.8 | |
| Equipment Notes | Equipment Notes | | July 24, 2023 - December 27, 2027 | | 2.36% - 5.93% | | 27.8 | | | 31.1 | |
| Mortgage Loans | Mortgage Loans | | July 1, 2033 - July 29, 2036 | | 9.75% - 11.31% | | 45.9 | | | 46.4 | |
| Financed Tenant Improvements | Financed Tenant Improvements | | February 1, 2035 | | 8.00% | | 3.5 | | | 3.7 | |
| Term Loan B | |
| Topgolf Term Loan | |
| Topgolf Revolving Credit Facility | |
| Total Principal Amount | Total Principal Amount | | $ | 1,214.4 | | | $ | 1,130.2 | |
| Less: Unamortized Debt Issuance Costs | Less: Unamortized Debt Issuance Costs | | 24.3 | | | 85.8 | |
| Total Debt, net of Unamortized Debt Issuance Costs | Total Debt, net of Unamortized Debt Issuance Costs | | $ | 1,190.1 | | | $ | 1,044.4 | |
| | Balance Sheet Location | Balance Sheet Location | |
| Balance Sheet Location | |
| Balance Sheet Location | |
| Other current liabilities | |
| Other current liabilities | |
| Other current liabilities | Other current liabilities | | $ | 13.8 | | | $ | 19.1 | |
| Long-term debt | Long-term debt | | 1,176.3 | | | 1,025.3 | |
| Total Debt, net of Unamortized Debt Issuance Costs | |
| | $ | 1,190.1 | | | $ | 1,044.4 | |
(1) Interest rate fluctuates depending on the Company’s availability ratio. | (2) Subject to an effective interest rate equal to the Tokyo Interbank Offered Rate plus 0.80%. | (3) As of December 31, 2022, subject to an interest rate per annum equal to either, at the Company’s option, the London Interbank Offered Rate (“LIBOR”) or the base rate, plus 4.50% or 3.50%, respectively. | |
InterestTotal interest and amortization expense related to the Company’sour credit facilities and long-term debt obligations, and credit facilities, which is included in “Interest Expense,expense, net” in the Consolidated Statementour consolidated statement of Operations,operations, is summarized as follows (in millions):
| | Year Ended December 31, | | | Year Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Short-Term Credit Facilities | |
| U.S. Asset-Based Revolving Credit Facility | |
| U.S. Asset-Based Revolving Credit Facility | |
| U.S. Asset-Based Revolving Credit Facility | |
| 2022 Japan ABL Credit Facility | |
| Total | |
| | Long-Term Debt and Credit Facilities | |
| Long-Term Debt and Credit Facilities | |
| Long-Term Debt and Credit Facilities | |
| 2023 Term Loan B | |
| 2023 Term Loan B | |
| 2023 Term Loan B | |
| Convertible Notes | |
| Equipment Notes | |
| Financed Tenant Improvements | |
| Mortgage Loans | |
| Term Loan B | |
| Topgolf Term Loan | |
| Topgolf Revolving Credit Facility | |
| Japan Term Loan | |
| Total | |
| | | Year Ended December 31, |
| | 2022 | | 2021 | | 2020 |
| Short-Term Credit Facilities | | | | | |
| U.S. Asset-Based Revolving Credit Facility | $ | 4.3 | | | $ | 1.6 | | | $ | 5.1 | |
Japan ABL Facility (1) | 0.3 | | | — | | | 0.2 | |
| Total | $ | 4.6 | | | $ | 1.6 | | | $ | 5.3 | |
| | Long-Term Debt and Credit Facilities | |
| Japan Term Loan | $ | — | | | $ | 0.1 | | | $ | 0.1 | |
| Term Loan B | 31.2 | | | 24.1 | | | 25.6 | |
| Topgolf Term Loan | 29.9 | | | 21.4 | | | — | |
| Topgolf Revolving Credit Facility | 4.4 | | | 6.2 | | | — | |
| Convertible Notes | 7.1 | | | 7.1 | | | 4.7 | |
| Equipment Notes | 0.7 | | | 0.9 | | | 0.5 | |
| Mortgage Loans | 4.8 | | | 4.0 | | | — | |
| Total | $ | 78.1 | | | $ | 63.8 | | | $ | 30.9 | |
| (1) Includes interest expense incurred on all revolving credit facilities with the Bank of Tokyo-Mitsubishi UFJ | |
Revolving Credit Facilities and Available Liquidity
In addition to cash on hand and cash generated from operations, the Company relieswe rely on itsour U.S. Asset-Based Revolving Credit Facility and 2022 Japan ABL Credit Facility and Topgolf Revolving Credit Facility to manage seasonal fluctuations in liquidity. The principal terms of these credit facilities are described further below.liquidity fluctuations. As of December 31, 2022, the Company’s2023, our available liquidity, which is comprised of cash on hand and amounts available under itsour U.S. and Japan facilities, afterless outstanding letters of credit and outstanding borrowings, was $415.3$742.6 million.
U.S. Asset-Based Revolving Credit Facility
The Company has an Asset-Based Revolving Credit facilityIn March 2023, we completed a comprehensive debt refinancing plan in order to modify our capital structure, reduce our borrowing costs, and improve our liquidity. As a part of this refinancing plan, we entered into a Fifth Amended and Restated Loan and Security Agreement (the “New ABL Agreement”) with Bank of America, N.A. and other lenders, thatwhich provides for a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $400.0$525.0 million, (the “ABL Facility”) which expires on May 17, 2024. On February 15, 2023, the Company amended the ABL Facility, temporarily increasing the maximumconsisting of a U.S. facility in an aggregate principal amount of up to $450.0 million. The additional $50.0$440.0 million, which isa Canadian facility in an aggregate principal amount of up to $5.0 million, a German facility in an aggregate principal amount of up to $60.0 million, and a U.K./Dutch facility in an aggregate principal amount of up to $20.0 million (collectively, the “New ABL Facility”), in each case subject to the borrowing base availability described below, will be available duringunder the four-month period commencing on February 15, 2023applicable facility and ending on June 15, 2023.in each case subject to reallocation of such amounts between jurisdictions in accordance with the terms of the New ABL Agreement. Amounts outstanding under the New ABL Facility are secured by a first priority lien on certain assets, including cash (to the extent pledged by the Company)us), certain intellectual property, certain eligible real estate, and inventory and accounts receivable of the Companyus and certain of the Company’sour subsidiaries in the United States, Germany, Canada, the Netherlands, and the United Kingdom.Kingdom (other than certain excluded subsidiaries) and a second-priority lien on substantially all of our and such subsidiaries’ other assets. The New ABL Facility includes customary affirmative and negative covenants, including among other things, restrictions on the incurrence of additional debt, liens, dividends and other restricted payments, asset sales, investments, mergers, acquisitions and affiliate transactions, as well as customary events of default. Amounts borrowed under the New ABL Facility increase and decrease relative to the changes in certain of the assets with which the facility is secured, and may be repaid and borrowed as neededfrom time to time subject to the conditions in the New ABL Agreement, with the entire outstanding principal amount due and payable on the maturity date.
Restrictions underUnder the facility include, among other things, restrictions on the incurrence of additional debt, liens, stock repurchases and other restricted payments, asset sales, investments, mergers, acquisitions and affiliate transactions. Additionally, the Company isNew ABL Facility, we are also subject to compliance with a fixed charge coverage ratio covenant of at least 1.0:1.0 during and continuing 30 days after any periodcertain specified periods in which the Company’sour borrowing base availability, as amended,adjusted, falls below 10%10.0% of the maximum facility amount.aggregate principal amount of the New ABL Facility, as adjusted. As of December 31, 2022, the Company’s2023, our borrowing base availability was above 10% of the maximum facilityprincipal amount andof the Company was in compliance with the fixed charge coverage ratio.New ABL Facility, as adjusted.
The interest rate applicable to outstanding borrowings under the New ABL Facility may fluctuate as specified in the New ABL Agreement, depending on the Company’sour “Availability Ratio,” aswhich is further defined in the loanNew ABL Agreement and security agreement, as amended, that governs the ABL Facility, which is expressed as a percentage of (i) the average daily availability under the New ABL Facility to (ii) the sum of the Canadian, the German, U.K./Dutch and the U.S. borrowing bases, as adjusted. Any unused portions of the New ABL Facility are subject to a monthly fee of 0.25% fee per annum. During
Our average borrowings, availability, and interest rate under the year ended December 31, 2022, average outstanding borrowings for theNew ABL Facility were $101.9 million, and the Company’s trailing 12-month average availability was $253.0 million. Additionally, the Company’s trailing 12-month weighted-averageas follows (in millions except interest rate applicable to its outstanding borrowings under the ABL Facility was 4.01% as of December 31, 2022.rates):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Average borrowings | $ | 104.9 | | | $ | 101.9 | | | $ | 20.3 | |
| Average availability | $ | 354.6 | | | $ | 253.0 | | | $ | 295.3 | |
| Weighted average interest rate | 5.88 | % | | 4.01 | % | | 3.04 | % |
2022 Japan ABL Credit Facility
The Company hasWe have an Asset-Based Revolving Creditasset-based revolving credit facility with the Bank of Tokyo-Mitsubishi UFJ (the “Japan“2022 Japan ABL Credit Facility”) which provides a line of credit to the Company’sour Japan subsidiary of up to 6.0 billion Japanese Yen (or $45.8($42.6 million), is subject to borrowing base availability under the facility, and is secured by certain assets, including eligible inventory and accounts receivable of the Company’sour Japan subsidiary which are subject to certain restrictions and covenants related to certain pledged assets and financial performance metrics.
The interest rate applicable to outstanding borrowings under the 2022 Japan ABL Credit Facility is subject to an effective interest rate equal to the Tokyo Interbank Offered Rate plus 0.80%. As of December 31, 2022 the Company’s2023, our remaining borrowing base availability under the 2022 Japan ABL Credit Facility was 1.02.0 billion Yen (or $7.6($14.2 million).
Long-Term Debt and Credit Facilities
Japan Term Loan
The Company had a five-year term loan (the “Japan Term Loan”) between its Japan subsidiary and Sumitomo Mitsui Banking Corporation for 2.0 billion Yen. The Company repaid the total remaining principal balance of the Japan Term Loan in the amount of 1.5 billion Yen (or $13.0 million as of the repayment date) during the first quarter of 2022.
2023 Term Loan B
The Company hasIn conjunction with the debt refinancing plan which occurred in March 2023 mentioned above, we entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. as administrative agent, and otherthe financial institutions party thereto as lenders which provides for a senior secured term loan B facility (the “2023 Term Loan B”). The 2023 Term Loan B (the “Term Loan”)provides for a senior secured term loan B facility in an original aggregate principal amount of $480.0$1,250.0 million, which was issued less $9.6net of an original issuance discount of $12.5 million. We used a portion of the net proceeds from the 2023 Term Loan B for the repayment of outstanding principal and interest amounts on our prior Term Loan B facility, as well as the repayment of the outstanding principal, interest and fees associated with the prior Topgolf credit facilities, which consisted of a senior secured term loan facility (the “Topgolf Term Loan”) and a senior secured revolving credit facility (the “Topgolf Revolving Credit Facility” and, together with the Topgolf Term Loan, collectively, the “Topgolf Credit Facilities”). We accounted for the transactions associated with the Credit Agreement and repayment and retirement of the prior Term Loan B facility and Topgolf Credit Facilities as a debt modification. As a result, during the three months ended March 31, 2023, we recognized a non-cash loss of $10.5 million within other income/expense in our condensed consolidated statement of operations related to the write-off of the unamortized original issuance discounts and other transaction fees.debt issuance costs associated with the prior Term Loan B facility and Topgolf Credit Facilities for lenders who did not participate in the Credit Agreement. Additionally, we recognized $2.3 million of third-party fees and capitalized $11.0 million in debt issuance costs in connection with the Credit Agreement. The $2.3 million of third-party fees were recognized as selling, general and administrative expense in our condensed consolidated statement of operations during the twelve months ended December 31, 2023. The debt issuance costs and original issuance discount are being amortized into interest expense over the term of the Credit Agreement and are included as a reduction to long-term debt in our condensed consolidated balance sheet as of December 31, 2023.
The Credit Agreement allows for the aggregate principal amount of the loan to be increased pursuant to incremental facilities in the form of additional tranches of the2023 Term Loan or new commitments, up to a maximum incremental amount of $225.0 million, or an unlimited amount subject to compliance with a first lien net leverage ratio of 2.25:1.00. Borrowings under the Term Loan accrue interestB amortizes at a rate per annum equal to at the Company’s option, either (i) an alternate base rate determined by the highest1.00% of the (a)initial aggregate principal amount of the Bank of America prime rate, (b)loan, payable quarterly, commencing with the federal funds effective rate plus 0.50%, (c)quarter ending June 30, 2023, with the adjusted one-month LIBOR rate plus 1.00%,remaining outstanding principal amount due and (d) 1.00%, or (ii) an adjusted LIBOR rate (for a period equal to the relevant interest period) of zero or greater, in each case plus an applicable margin (as outlined in each agreement).
payable at maturity. The Credit Agreement2023 Term Loan B also contains certaincustomary affirmative and negative covenants, andincluding, among other things, restrictions applicable to the Company and its restricted subsidiaries, including limitationsrelated on the incurrence of additional debt, liens, investments, mergers, dividends and other restricted payments, asset sales, investments, mergers, acquisitions, and affiliate transactions, as well as customary events of default. The 2023 Term Loan B is not subject to any financial covenants. The 2023 Term Loan B is guaranteed by the Company’scertain of our direct and indirect domestic restrictedwholly-owned U.S. subsidiaries other(other than certain excluded subsidiaries,subsidiaries), and is secured by substantially all of our assets and the assets of the Company and sucheach subsidiary guarantors. Principal payments of $1.2 million are due quarterly on the loan with an option for prepayment of any outstanding amountsguarantor, in whole or in part without a premium or penalty. Additionally, the Company utilizes aneach case, subject to certain customary exceptions.
The interest rate hedge in order to mitigate the risk of interest rate fluctuations on the loan. For further information on the Company’s interest rate hedging contract see Note 18.
Topgolf Credit Facilities
The Company has a term loan facility (the “Topgolf Term Loan”), with JPMorgan Chase Bank, N.A. and other lenders, for an original aggregate principal amount of $350.0 million, and a revolving credit facility (the “Topgolf Revolving Credit Facility”) with JPMorgan Chase Bank for a total of $175.0 million (collectively, the “Topgolf Credit Facilities”).
Borrowingsoutstanding borrowings under the Topgolf Credit Facilities accrue interest2023 Term Loan B are, at our option, a rate per annum equal to at the Company’s option, either (i)(a) a term SOFR-based rate (“Term SOFR”) plus a 0.10% credit spread adjustment (and subject to a 0% floor), plus an alternateapplicable margin of 3.25% or 3.50%, depending on our applicable debt rating (the “Debt Rating”), which is based on our corporate credit rating determined by S&P, and our corporate family rating determined by Moody’s, or (b) a base rate determined by referenceequal to the highestsum of (a)(i) the greater of (A) the greater of the federal funds rate and the overnight bank funding rate published by the Federal Reserve Bank of New York, plus 0.50%, (B) Term SOFR for a one-month interest period term plus 1.0% (and subject to a 1% floor), (C) the prime rate announced by Bank of JPMorgan Chase Bank, N.A.America from time to time, and (D) 1.0%, (b) the federal funds effective rate plus 0.50%, (c) the adjusted one-month LIBOR rate plus 1.00%, and (d) 1.75%, or (ii) an adjusted LIBOR rate (for a period equal to the relevant interest period) (which shall not be less than 0.75%)applicable margin of 2.25% or 2.50%, in each case plus andepending on our applicable margin. Applicable margins may vary relative to each facility and are subject to specific terms and conditions as outlined under each individual agreement.
The Topgolf Credit Facilities also contain certain covenants and restrictions, including limitations on the incurrence by Topgolf International, Inc. and its restricted subsidiaries of additional debt, liens, investments, mergers, dividends, and other restricted payments, as well as customary events of default. Additionally, the terms of the Topgolf Credit Facilities require by Topgolf International, Inc. and its restricted subsidiaries to maintain certain leverage ratios on a quarterly basis in addition to the maintenance of certain customary representations, reporting covenants, and reporting obligations. Additionally, the terms of the Topgolf Credit Facilities require the Company to maintain certain leverage ratios on a quarterly basis in addition to the maintenance of certain customary representations, reporting covenants, and reporting obligations.
The Topgolf Credit Facilities are guaranteed by all direct and indirect domestic wholly owned subsidiaries of Topgolf International, Inc. (for the purpose of this description, the “Borrower”), other than certain excluded subsidiaries (such subsidiary guarantors, together with the Borrower, the “Loan Parties”). All obligations under the Topgolf Credit Facilities are, and any future guarantees of those obligations will be, secured by, among other things, and in each case subject to certain exceptions: (1) a first-lien pledge of all of the capital stock or other equity interests held by each Loan Party; and (2) a first-lien pledge of substantially all of the other tangible and intangible assets of each Loan Party. Certain of the Company’s Topgolf locations are required to be subject to leasehold mortgages for the benefit of the lenders under the Topgolf Credit Facilities.Debt Rating.
Convertible Notes
InOur convertible senior notes issued in May 2020 the Company issued $258.8 million of Convertible Senior Notes, which(the “Convertible Notes”) bear interest at a rate of 2.75% per annum on the principal amount, which is payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020. The Convertible Notes mature onyear.
As of May 1, 2026, unless earlier redeemed or repurchased by6, 2023, we have the Company or converted. The Convertible Notes are structurally subordinatedoption to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.
The Company may settle the Convertible Notes through cash settlement, physical settlement, or combination settlement at itsour election, and may redeem all or part of the Convertible Notes, on or after May 6, 2023, subject to certain stipulations. The Convertible Notes are convertible into shares of the Company’sour common stock at an initial conversion rate of 56.8 shares per $1,000 principal amount of Convertible Notes, which is equal to an initial conversion price of $17.62 per share. Additionally, all or any portion of the Convertible Notes may be converted at the conversion rate and at the holders’ option on or after February 1, 2026 until the close of business on the second trading day immediately prior to the maturity date, and upon the occurrence of certain contingent conversion events. The Convertible Notes are structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company iswe are not a holder thereof) preferred equity, if any, of the Company’sour subsidiaries. The Company used the net proceeds from the Convertible Notes offering for general corporate purposes.
In connection with the issuance of the Convertible Notes and prior to the Company’s adoption of ASU 2020-06 on January 1, 2022, which is described further in the Note 3 herein, the Company separated certain amounts attributable to the Convertible Notes into liability and equity components in a manner which reflected the interest cost of a similar nonconvertible debt instrument. As a result of the adoption of ASU 2020-06, bifurcation of these amounts is no longer required, and as such, all associated amounts which were previously separated are now reported as a single liability measured at its amortized cost.
In July 2022, in accordance with the terms of the indenture under which the Convertible Notes were issued, holders of the Company’sour Convertible Notes elected to convert $0.5 million of Convertible Notes into 25,602 shares of the Company’sour common stock. The Convertible Notes were converted at a conversion rate of 56.8 shares of the Company’sour common stock per $1,000 principal amount of Convertible Notes.
Capped Call
In connection with the pricing of the Convertible Notes, on April 29, 2020 the Companywe entered into privately negotiated capped call transactions with certain counterparties (“Capped Calls”). The Capped Calls cover the aggregate number of shares of the Company’sour common stock that initially underlie the Convertible Notes, and are generally expected to reduce potential dilution and/or offset any cash payments the Company iswe are required to make related to any conversion of the Convertible Notes. The Capped Calls each have an exercise price of $17.62 per share, subject to certain adjustments, which correspond to the initial conversion prices of the Convertible Notes, and a cap price of $27.10$26.96 per share.share as of the date of this filing. Capped Calls are excluded from the calculation of diluted earnings per share, as they would be anti-dilutive under the if-converted method. The initial cost of the Capped Calls was recognized as a reduction to additional paid-in-capital on the Company’s Consolidated Balance Sheet.our consolidated balance sheet.
In connection with the conversion of $0.5 million of Convertible Notes in July 2022, the Company and the counterparties entered into a partial termination of the Capped Calls with respect to the Convertible Notes converted, which resulted in the Company receiving 3,499 shares of the Company’s common stock from the counterparties.
Equipment Notes
The Company hasWe have long-term financing agreements (the “Equipment Notes”) with various lenders which it useswe use in order to invest in certain of itsour facilities and information technology equipment. The loans are secured by the relative underlying equipment.
Mortgage Loans
The Company hasWe have three mortgage loans related to itsour Topgolf venues. The mortgage loans are secured by the assets of each respective venue and require either monthly (i) principal and interest payments or (ii) interest-only payments until their maturity dates. For loans requiring monthly interest-only payments, the entire unpaid principal balance and any unpaid accrued interest is due on the maturity date.at maturity.
Aggregate Amount of Long-Term Debt Maturities
The following table presents the Company’sour combined aggregate amount of maturities and minimum principal repayment obligations for the Company’sour long-term debt over the next five years and thereafter as of December 31, 2022.2023. Amounts payable under the 2023 Term Loan B below represent minimum principal repayment obligations as of December 31, 2023.
| | | (in millions) |
| 2023 | | $ | 17.7 | |
| | (in millions) | | | | (in millions) |
| 2024 | 2024 | | 126.6 | |
| 2025 | 2025 | | 14.4 | |
| 2026 | 2026 | | 1,007.8 | |
| 2027 | 2027 | | 3.0 | |
| 2028 | |
| Thereafter | Thereafter | | 44.9 | |
| 1,214.4 | |
| Total aggregate amount of maturities | |
| Less: Unamortized Debt Issuance Costs | Less: Unamortized Debt Issuance Costs | | 24.3 | |
| Total | | $ | 1,190.1 | |
| Total aggregate amount of maturities, net of Unamortized Debt Issuance Costs | |
As of December 31, 2022, the Company was2023, we were in compliance with all of itsfixed charge coverage ratios and all other financial covenants and reporting requirements under the terms of its short-term and long-termour credit facilities and long-term debt mentioned above, as applicable.
Note 8. Earnings (Loss) Per Common Share
Basic earnings (loss) per common share is computed by dividing net income by the weighted-average number of common shares outstanding for the period.
Diluted earnings (loss) per common share (“Diluted EPS”) takes into account the potential dilution that could occur if outstanding securities were exercised or settled in shares. Dilutive securities that may impact Diluted EPS include shares underlying outstanding stock options, restricted stock unitsRSUs and performance share unitsPRSUs granted to employees and non-employee directors (see Note 15), as well as common shares underlying the Convertible Notes (see Note 7). Dilutive securities related to shares underlying outstanding stock options, restricted stock unitsRSUs and performance share unitsPRSUs granted to employees and non-employee directors are included in the calculation of diluted earnings (loss) per common share using the treasury stock method. Dilutive securities related to common shares underlying the Convertible Notes are included in the calculation of diluted earnings per common share using the if-converted method (see Note 3).
Basic and diluted weighted-average common shares outstanding are the same in periods when a net loss is reported or in periods when anti-dilution occurs.
The following table summarizes the computation of basic and diluted earnings per share (in millions, except per share data):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| | 2022 | | 2021 | | 2020 |
| Earnings (loss) per common share—basic | | | | | |
| Net income (loss) | $ | 157.9 | | | $ | 322.0 | | | $ | (126.9) | |
Weighted-average common shares outstanding—basic(1) | 184.9 | | | 169.1 | | | 94.2 | |
| Earnings (loss) per common share—basic | $ | 0.85 | | | $ | 1.90 | | | $ | (1.35) | |
| Earnings (loss) per common share—diluted | | | | | |
| Net income (loss) | $ | 157.9 | | | $ | 322.0 | | | $ | (126.9) | |
Interest expense(2) | 6.4 | | | — | | | — | |
| Net income (loss) attributable to earnings per common share—diluted | $ | 164.3 | | | $ | 322.0 | | | $ | (126.9) | |
| | | | | |
Weighted-average common shares outstanding—basic(1) | 184.9 | | | 169.1 | | | 94.2 | |
Convertible Notes weighted-average shares outstanding(2) | 14.7 | | | 5.9 | | | — | |
| Outstanding options, restricted stock units and performance share units | 1.7 | | | 1.9 | | | — | |
| Weighted-average common shares outstanding—diluted | 201.3 | | | 176.9 | | | 94.2 | |
| Earnings (loss) per common share—diluted | $ | 0.82 | | | $ | 1.82 | | | $ | (1.35) | |
| | | | | |
(1) In connection with the Topgolf merger, the Company issued 89.8 million shares of its common stock to shareholders of Topgolf, and 0.2 million shares of its common stock for restricted stock awards converted in the merger (see Note 6), of which 73.7 million weighted-average shares were included in the basic and diluted share calculations for the year ended December 31, 2021, based on the number of days the shares were outstanding during the period. |
(2) As of January 1, 2022, in connection with the adoption of ASU 2020-06 (see Note 3), the Company uses the if-converted method for calculating the dilutive weighted-average shares outstanding related to the Convertible Notes when calculating earnings (loss) per common share—diluted. Under this method, interest expense related to the Convertible Notes for the respective period is excluded from net income. Prior to the adoption of ASU 2020-06, the Company used the treasury stock method for calculating the dilutive impact from the Convertible Notes. |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| | 2023 | | 2022 | | 2021 |
| Earnings per common share—basic | | | | | |
| Net income | $ | 95.0 | | | $ | 157.9 | | | $ | 322.0 | |
| Weighted-average common shares outstanding—basic | 185.0 | | | 184.9 | | | 169.1 | |
| Earnings per common share—basic | $ | 0.51 | | | $ | 0.85 | | | $ | 1.90 | |
| Earnings per common share—diluted | | | | | |
| Net income | $ | 95.0 | | | $ | 157.9 | | | $ | 322.0 | |
| Interest expense | 6.5 | | | 6.4 | | | — | |
| Net income attributable to earnings per common share—diluted | $ | 101.5 | | | $ | 164.3 | | | $ | 322.0 | |
| | | | | |
| Weighted-average common shares outstanding—basic | 185.0 | | | 184.9 | | | 169.1 | |
Weighted-average shares outstanding - Convertible Notes(1) | 14.7 | | | 14.7 | | | 5.9 | |
| Outstanding options, restricted stock units and performance share units | 1.4 | | | 1.7 | | | 1.9 | |
| Weighted-average common shares outstanding—diluted | 201.1 | | | 201.3 | | | 176.9 | |
| Earnings per common share—diluted | $ | 0.50 | | | $ | 0.82 | | | $ | 1.82 | |
| | | | | |
(1) For 2021, the Dilutive impact of the Convertible Notes was calculated using the Treasury Stock Method. See Note 3 for further detail. |
| | | | | |
|
|
Anti-Dilutive Options and Restricted Stock Units and Performance Share Units
For the year ended December 31, 2022,2023, approximately 1.32.3 million securities outstanding, comprised of stock options and restricted stock units, were excluded from the calculation of dilutive earnings per common share, as they would be anti-dilutive.
For each of the years ended December 31, 20212022 and 2020,2021, approximately 1.3 million and 2.1 million securities outstanding, respectively, comprised of stock options, restricted stock units and performance share units, and common shares underlying the Convertible Notes were excluded from the calculation of diluted earnings (loss) per common share, respectively, as they would be anti-dilutive.
Note 9. Goodwill and Intangible Assets
Changes in the carrying amount of goodwill by operating and reportable segment are as follows (in millions):
| | | | | Topgolf | | Golf Equipment | | Active Lifestyle | | | Total |
| Balance at December 31, 2020 | | $ | — | | | $ | 27.0 | | | $ | 29.6 | | | | $ | 56.6 | |
| Acquisitions | | 1,340.7 | | | 504.6 | | | 58.7 | | | | 1,904.0 | |
| Foreign currency translation | | — | | | (0.5) | | | — | | | | (0.5) | |
| | |
| | | | Topgolf | | Golf Equipment | | Active Lifestyle | | | | Total |
| Balance at December 31, 2021 | Balance at December 31, 2021 | | $ | 1,340.7 | | | $ | 531.1 | | | $ | 88.3 | | | | $ | 1,960.1 | |
| Acquisitions | Acquisitions | | 14.3 | | | 0.2 | | | 1.5 | | | | 16.0 | |
| | Foreign currency translation and other | Foreign currency translation and other | | 8.6 | | | (1.0) | | | — | | | | 7.6 | |
| Balance at December 31, 2022 | Balance at December 31, 2022 | | $ | 1,363.6 | | | $ | 530.3 | | | $ | 89.8 | | | | $ | 1,983.7 | |
| Acquisitions | |
| Foreign currency translation and other | |
| Balance at December 31, 2023 | |
Additions to goodwill during the year ended December 31, 2023 are primarily related to the acquisition of BigShots, which is further described in Note 4. Additions to goodwill during the year ended December 31, 2022 are related to purchase accounting adjustments made during the first quarter of 2022 to finalize the fair value on certain leases assumed and deferred taxes associated with the merger with Topgolf (See Note 6). Goodwill asTopgolf. As of December 31, 20222023, goodwill is presented net of accumulated impairment losses of $148.4 million, which were recorded prior to December 31, 2021 in the Active Lifestyle operating segment.
The estimated fair values of the Company’sour reporting units, trade names and trademarks, significantly exceeded their carrying values for the years ended December 31, 20222023 and 2021.2022. As such, no impairment losses were recognized during these periods.
During 2020, due to the significant disruptions caused by the COVID-19 pandemic on the Company’s operations, the Company performed a qualitative assessment considering the macroeconomic conditions caused by the COVID-19 pandemic and determined that certain indicators of impairment existed. As a result, the Company proceeded to perform a quantitative assessment to test the recoverability of goodwill and indefinite-lived intangible assets for all of its reporting units.
As part of its quantitative assessment of goodwill and indefinite-lived intangible assets for all of its reporting units, the Company prepared valuations of its reporting units using both a market comparable methodology and an income methodology, using estimates and assumptions that it believed were reasonable at the time. The Company compared the results of those valuations with the respective carrying values of the reporting units to determine whether an impairment existed related to goodwill or indefinite-lived intangibles at any of its reporting units. As a result of this assessment, the Company determined that the carrying value of its Jack Wolfskin reporting unit, which is part of the Company’s Active Lifestyle operating segment, exceeded the fair value as determined by the Company’s quantitative test. As such, during the year ended December 31, 2020, the Company recognized impairment losses of $148.4 million and $25.9 million related to goodwill and the tradename intangible asset associated with its Jack Wolfskin reporting unit, respectively. The estimated fair values of the Company’s other reporting units, trade names and trademarks significantly exceeded their carrying values, and therefore no additional impairments were recognized in 2020.
The following sets forth the intangibleIntangible assets by major asset class for the periods presented in the table below were (in millions, except useful life years):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Useful
Life
(Years) | | December 31, 2022 | | |
| Gross | | Accumulated Amortization | | Translation Adjustment | | Net Book
Value | | | | | | | | |
| Indefinite-lived: | | | | | | | | | | | | | | | | | | | | | |
| Tradename and trademarks | NA | | $ | 1,441.0 | | | $ | — | | | $ | (28.3) | | | $ | 1,412.7 | | | | | | | | | | | | | |
| Liquor licenses | NA | | 8.9 | | | — | | | — | | | 8.9 | | | | | | | | | | | | | |
| Amortizing: | | | | | | | | | | | | | | | | | | | | | |
| Patents | 2-16 | | 32.2 | | | (31.8) | | | — | | | 0.4 | | | | | | | | | | | | | |
| Customer and distributor relationships and other | 1-10 | | 67.4 | | | (35.8) | | | (4.2) | | | 27.4 | | | | | | | | | | | | | |
| Developed technology | 10 | | 69.7 | | | (12.2) | | | (3.2) | | | 54.3 | | | | | | | | | | | | | |
| Total intangible assets | | | $ | 1,619.2 | | | $ | (79.8) | | | $ | (35.7) | | | $ | 1,503.7 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Useful
Life
(Years) | | December 31, 2021 |
| | Gross | | Accumulated Amortization | | | | Translation Adjustment | | Net Book
Value |
| Indefinite-lived: | | | | | | | | | | | | | |
| Tradename and trademarks | NA | | $ | 1,441.0 | | | $ | — | | | | | | | $ | (15.8) | | | $ | 1,425.2 | |
| Liquor licenses | NA | | 7.7 | | | — | | | | | | | — | | | 7.7 | |
| Amortizing: | | | | | | | | | | | | | |
| Patents | 2-16 | | 32.0 | | | (31.7) | | | | | | | — | | | 0.3 | |
| Customer and distributor relationships and other | 1-10 | | 61.7 | | | (27.4) | | | | | | | (2.3) | | | 32.0 | |
| Developed technology | 10 | | 69.7 | | | (5.5) | | | | | | | (0.8) | | | 63.4 | |
| Total intangible assets | | | $ | 1,612.1 | | | $ | (64.6) | | | | | | | $ | (18.9) | | | $ | 1,528.6 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Indefinite-lived: | | Amortizing: | | |
| Tradename and Trademarks | | Liquor Licenses | | Patents | | Customer/ Distributor Relationships and Other | | Developed Technology | | Total |
| | | | | | | | | | | |
| Useful Life (Years) | NA | | NA | | 2 - 16 | | 1 - 10 | | 10 | | |
| | | | | | | | | | | |
| Gross as of December 31, 2022 | $ | 1,441.0 | | | $ | 8.9 | | | $ | 32.2 | | | $ | 67.4 | | | $ | 69.7 | | | $ | 1,619.2 | |
| Acquisitions | 2.8 | | | 0.6 | | | 0.1 | | | 4.7 | | | — | | | 8.2 | |
| Gross as of December 31, 2023 | $ | 1,443.8 | | | $ | 9.5 | | | $ | 32.3 | | | $ | 72.1 | | | $ | 69.7 | | | $ | 1,627.4 | |
| Accumulated amortization | — | | | — | | | (31.9) | | | (43.1) | | | (18.9) | | | (93.9) | |
| Foreign currency translation and other | (22.0) | | | — | | | — | | | (3.5) | | | (2.5) | | | (28.0) | |
| Net book value, December 31, 2023 | $ | 1,421.8 | | | $ | 9.5 | | | $ | 0.4 | | | $ | 25.5 | | | $ | 48.3 | | | $ | 1,505.5 | |
| | | | | | | | | | | |
| Gross as of December 31, 2021 | $ | 1,441.0 | | | $ | 7.7 | | | $ | 32.0 | | | $ | 61.7 | | | $ | 69.7 | | | $ | 1,612.1 | |
| Acquisitions | — | | | 1.2 | | | 0.2 | | | 5.7 | | | — | | | 7.1 | |
| Gross as of December 31, 2022 | $ | 1,441.0 | | | $ | 8.9 | | | $ | 32.2 | | | $ | 67.4 | | | $ | 69.7 | | | $ | 1,619.2 | |
| Accumulated amortization | — | | | — | | | (31.8) | | | (35.8) | | | (12.2) | | | (79.8) | |
| Foreign currency translation and other | (28.3) | | | — | | | — | | | (4.2) | | | (3.2) | | | (35.7) | |
| Net book value, December 31, 2022 | $ | 1,412.7 | | | $ | 8.9 | | | $ | 0.4 | | | $ | 27.4 | | | $ | 54.3 | | | $ | 1,503.7 | |
There were no impairment losses recognized on the Company’sour indefinite-lived intangible assets during the years ended December 31, 20222023 and 2021.2022.
The CompanyWe recognized$14.1 million, $15.2 million, and $13.0 million of amortization expense related to intangible assets of $15.2 million, $13.0 million, and $5.1 millionfor the years ended December 31, 2023, 2022 2021 and 2020,2021, respectively, which is recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. Amortization
As of December 31, 2023, amortization expense related to intangible assets at December 31, 2022 in each of the next five fiscal years and beyond is expected to be incurred as follows (in millions):
| | 2023 | $ | 14.0 | |
| 2024 | 2024 | 11.1 | |
| 2025 | 2025 | 11.1 | |
| 2026 | 2026 | 11.0 | |
| 2027 | 2027 | 10.7 | |
| 2028 | |
| Thereafter | Thereafter | 24.2 | |
| Total | Total | $ | 82.1 | |
Note 10. Investments
Investment in Full Swing
In connection with the merger with Topgolf, the Company acquiredWe have an ownership interest of less than 20.0% in Full Swing which owns anGolf Holdings, LLC (“Full Swing”), owners of multi-sport indoor golfvirtualization and simulation technology that delivers golf ball tracking data and measures ball flight indoors.technology. The investment is accounted for at cost less impairments, and adjusted for observable changes in fair value. As ofAt both December 31, 2023 and December 31, 2022, and December 31, 2021, the carrying value of the Company’sour investment in Full Swing was $9.3 million. This investmentmillion, which is included in other assets, net on the Company’sour consolidated balance sheets.
On August 1, 2023 we completed the acquisition of the assets of Swing Suite, an indoor golf simulation technology that provides golf ball flight measurements and tracking data, from Full Swing for total cash consideration of $12.5 million, consisting of customer relationships, sales-type leases and licensing agreements.
Investment in Five Iron Golf
The Company hasWe have an ownership interest of less than 20.0% in preferred shares of The Range NYC, LLC (“Five Iron Golf,Golf”), an urban indoor golf experience company which hosts a golf simulation technology and serves food and beverage. The investment is accounted for at cost less impairments, and is adjusted for observable changes in fair value. AsDuring the twelve months ended December 31, 2023, we invested an additional $2.0 million in Five Iron Golf and recognized a $0.4 million fair value step-up in our investment related to an observable market transaction that occurred during the third quarter of each2023. As of December 31, 20222023 and December 31, 2021,2022, the carrying value of the Company’sour investment in Five Iron Golf was $32.4 million and $30.0 million. This investmentmillion, respectively, which is included in other assets, net on the Company’sour consolidated balance sheets.
Note 11. Selected Financial Data
Selected financial data as of the dates presented below is as follows (in millions, except useful life data):
| | December 31, 2022 | | December 31, 2021 |
| | | December 31, 2023 | | | | | December 31, 2023 | | December 31, 2022 |
| | Inventories: | Inventories: | | | | |
| | Inventories: | |
| | Inventories: | |
| Finished goods | |
| Finished goods | |
| Finished goods | Finished goods | | $ | 770.1 | | | $ | 415.4 | |
| Work in process | Work in process | | 1.2 | | | 1.3 | |
| Raw materials | Raw materials | | 181.5 | | | 111.7 | |
| Food and beverage | Food and beverage | | 6.4 | | | 5.1 | |
| Total inventories | |
| | $ | 959.2 | | | $ | 533.5 | |
| | December 31, 2022 | | December 31, 2021 |
| Other Current Assets: | | | | |
| | | December 31, 2023 | |
| | | December 31, 2023 | |
| | | December 31, 2023 | | | December 31, 2022 |
| Other current assets: | |
| Credit card receivables | |
| Credit card receivables | |
| Credit card receivables | Credit card receivables | | $ | 40.1 | | | $ | 31.2 | |
| Sales return reserve cost recovery asset | Sales return reserve cost recovery asset | | 25.5 | | | 25.9 | |
| VAT/Sales tax receivable | VAT/Sales tax receivable | | 17.2 | | | 19.5 | |
| Leasing receivables | |
| Hedging contract receivables | |
| Other current assets | Other current assets | | 53.2 | | | 42.7 | |
| Total other current assets | |
| | $ | 136.0 | | | $ | 119.3 | |
| | December 31, 2022 | | December 31, 2021 |
| | | December 31, 2023 | |
| | | December 31, 2023 | |
| | | December 31, 2023 | | | December 31, 2022 |
| Property, plant and equipment, net: | Property, plant and equipment, net: | Estimated Useful Life | | | | |
| Land | |
| Land | |
| Land | Land | | $ | 160.4 | | | $ | 134.2 | |
| Buildings and leasehold improvements | Buildings and leasehold improvements | 10 - 40 years | | 1,196.7 | | | 858.6 | |
| Machinery and equipment | Machinery and equipment | 5 - 10 years | | 248.8 | | | 204.3 | |
| Furniture, computer hardware and equipment | Furniture, computer hardware and equipment | 3 - 5 years | | 299.1 | | | 211.2 | |
| Internal-use software | Internal-use software | 3 - 5 years | | 109.9 | | | 81.6 | |
| Production molds | Production molds | 2 - 5 years | | 9.1 | | | 8.0 | |
| Construction-in-process | Construction-in-process | | 271.6 | | | 286.7 | |
| 2,295.6 | | | 1,784.6 | |
| Total property, plant, and equipment, gross | |
| Less: Accumulated depreciation | Less: Accumulated depreciation | | 486.0 | | | 333.2 | |
| Total property, plant, and equipment, net | |
| | $ | 1,809.6 | | | $ | 1,451.4 | |
|
The CompanyWe recorded $225.6 million, $177.6 million, and $142.8 million of total depreciation expense in our consolidated statements of $177.6 million, $142.8 million, and $34.4 millionoperations for the years ended December 31, 2023, 2022, and 2021, and 2020, respectively (in millions).respectively.
| | December 31, 2022 | | December 31, 2021 |
| December 31, 2023 | | | December 31, 2023 | | December 31, 2022 |
| Accounts payable and accrued expenses: | Accounts payable and accrued expenses: | |
| Accounts payable | |
| Accounts payable | |
| Accounts payable | |
| Accounts payable | |
| Accounts payable | |
| Accounts payable | |
| Accounts payable | |
| Accounts payable | |
| Accounts payable | Accounts payable | $ | 159.1 | | | $ | 138.7 | |
| Accrued expenses | Accrued expenses | 160.9 | | | 226.8 | |
| Accrued inventory | Accrued inventory | 260.0 | | | 125.7 | |
| $ | 580.0 | | | $ | 491.2 | |
| Total accounts payable and accrued expenses | |
Note 12. Income Taxes
The Company’sOur income (loss) before income taxes was subject to taxes in the following jurisdictions for the following periods (in millions):
| | Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Years Ended December 31, | | | Years Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| United States | United States | $ | 97.8 | | | $ | 295.3 | | | $ | 68.9 | |
| Foreign | Foreign | 44.1 | | | 55.3 | | | (196.4) | |
| $ | 141.9 | | | $ | 350.6 | | | $ | (127.5) | |
| Total | |
The expenseprovision (benefit) for income taxes is comprised of (in millions):
| | Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Years Ended December 31, | | | Years Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Current tax provision: | Current tax provision: | | | | | |
| Federal | |
| Federal | |
| Federal | Federal | $ | 9.8 | | | $ | 2.9 | | | $ | 1.7 | |
| State | State | 5.7 | | | 2.3 | | | 1.5 | |
| Foreign | Foreign | 6.4 | | | 14.6 | | | 5.3 | |
| 21.9 | | | 19.8 | | | 8.5 | |
| Deferred tax expense (benefit): | | | | | |
| 20.9 | |
| Deferred tax provision (benefit): | |
| Federal | |
| Federal | |
| Federal | Federal | (42.6) | | | 11.0 | | | 8.6 | |
| State | State | 7.9 | | | 7.2 | | | 5.2 | |
| Foreign | Foreign | (3.2) | | | (9.4) | | | (22.9) | |
| (37.9) | | | 8.8 | | | (9.1) | |
| (81.1) | |
| Income tax (benefit) provision | Income tax (benefit) provision | $ | (16.0) | | | $ | 28.6 | | | $ | (0.6) | |
On March 8, 2021,As described below, the Company acquired Topgolf through a non-taxable stock acquisitionmost significant item impacting our tax provision in a share exchange. The purchase price2023 is the release of Topgolf at acquisition was $3,014.2 million. The Companyvaluation allowances which were recorded a deferred tax liability of $250.0 million related to the acquired intangibles, offset by $118.0 million of other acquiredon our U.S. deferred tax assets after consideration of acquired valuation allowances.
As described in Note 6, during the three months ended March 31, 2022, the Company finalized its fair value determinationas a result of the acquired assets and assumed liabilities and completed its assessment of the purchase price allocation. Due to finalized valuations of acquired assets and liabilities, the Company recorded an additional goodwill adjustment of $12.2 million,merger with Topgolf. This created a decrease in valuation allowances accrued of $2.8 million, and a discrete incomelarge deferred tax benefit of $15.0 million during the three months ended March 31, 2022.recorded to tax provision in 2023.
Significant components of the Company’sour deferred tax assets and liabilities as of December 31, 20222023 and 20212022 are as follows (in millions):
| | December 31, |
| 2022 | | 2021 |
| December 31, | | | December 31, |
| 2023 | | | 2023 | | 2022 |
| Deferred tax assets: | Deferred tax assets: | | | |
| Operating loss carryforwards | |
| Operating loss carryforwards | |
| Operating loss carryforwards | Operating loss carryforwards | $ | 135.9 | | | $ | 149.9 | |
| Tax credit carryforwards | Tax credit carryforwards | 57.3 | | | 64.3 | |
| ASC Topic 842 lease liability | ASC Topic 842 lease liability | 441.6 | | | 396.4 | |
| Deemed landlord financing | Deemed landlord financing | 167.5 | | | 115.1 | |
| Other | Other | 90.3 | | | 72.7 | |
| Total deferred tax assets | Total deferred tax assets | 892.6 | | | 798.4 | |
| Valuation allowance for deferred tax assets | Valuation allowance for deferred tax assets | (100.2) | | | (120.5) | |
| Deferred tax assets, net of valuation allowance | Deferred tax assets, net of valuation allowance | 792.4 | | | 677.9 | |
| | Deferred tax liabilities: | Deferred tax liabilities: | |
| Deferred tax liabilities: | |
| Deferred tax liabilities: | |
| Basis difference related to fixed assets | |
| Basis difference related to fixed assets | |
| Basis difference related to fixed assets | Basis difference related to fixed assets | (146.6) | | | (105.5) | |
| Basis difference related to intangible assets with an indefinite life | Basis difference related to intangible assets with an indefinite life | (332.4) | | | (331.2) | |
| ASC Topic 842 ROU assets | ASC Topic 842 ROU assets | (414.7) | | | (375.7) | |
| Other | Other | (0.1) | | | (7.9) | |
| Total deferred tax liabilities | Total deferred tax liabilities | (893.8) | | | (820.3) | |
| Net deferred tax assets (liabilities) are shown on the accompanying consolidated balance sheets as follows: | Net deferred tax assets (liabilities) are shown on the accompanying consolidated balance sheets as follows: | | | |
| Non-current deferred tax assets | Non-current deferred tax assets | 16.1 | | | 21.2 | |
| Non-current deferred tax assets | |
| Non-current deferred tax assets | |
| Non-current deferred tax liabilities | Non-current deferred tax liabilities | (117.5) | | | (163.6) | |
| Net deferred tax (liabilities)/ assets | $ | (101.4) | | | $ | (142.4) | |
| Deferred tax liabilities, net | |
The net change in net deferred taxes in 20222023 of $41.0$80.4 million is primarily comprised of the release of valuation allowances on the Company’sour U.S. deferred tax assets.
Deferred tax assets and liabilities result from temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are anticipated to be in effect at the time the differences are expected to reverse. The realization of the deferred tax assets, including loss and credit carry forwards, is subject to the Companyour generating sufficient taxable income during the periods in which the temporary differences become realizable. In accordance with the applicable accounting rules, the Company maintainswe maintain a valuation allowance for a deferred tax asset when it is deemed to be more likely than not that some or all of the deferred tax assets will not be realized. In evaluating whether a valuation allowance is required under such rules, the Company considerswe consider all available positive and negative evidence, including prior operating results, the nature and reason for any losses, itsour forecast of future taxable income, and the dates on which any deferred tax assets are expected to expire. These assumptions require a significant amount of judgment, including estimates of future taxable income. These estimates are based on the Company’sour best judgment at the time made based on current and projected circumstances and conditions.
The Company has evaluatedDuring the first quarter of fiscal year 2021, we established a significant valuation allowance on our U.S. deferred tax assets as we were in a cumulative loss position immediately following the merger with Topgolf. During the second quarter of 2023, pursuant to an analysis of all available positive and negative evidence, we determined that the majority of our U.S. deferred tax assets were more likely than not to be realized and as a resultreversed $50.8 million of the Topgolf mergervaluation allowance against those deferred tax assets. The remaining valuation allowance on our U.S. deferred tax assets primarily relates to state net operating loss carryforwards and the factcredits that Topgolf’s losses exceed the Company’s incomewe estimate may not be able to be utilized in recent years, the Company has determined thatfuture periods. With respect to non-U.S. entities, valuation allowances have been recorded against certain tax attributes for which management believes it is not more likely than not that a portion of its U.S. deferred tax assetsthey will be realized. The valuation allowance on the Company’s U.S. deferred tax assets as of December 31, 2022 and 2021 relate primarily to federal and state deferred tax assets for tax attributes that the Company estimates are not more likely than not to be utilized prior to expiration. However, given the Company’s more recent earnings history, management believes that itIt is possible that within the next 12 months sufficient positive evidence may become available to allow managementus to reach a conclusion that a significant portion of the valuation allowance attributable to non-US entities will no longer be needed. Release of the valuation allowanceneeded, which would result in the recognition of certain deferreda non-cash tax assets with a potential corresponding decrease to income tax expense for the period the release is recorded. The exact timing and amount of the valuation allowance release would be predicated on continued profitability of the Company combined with the continued profitability management believes the Company can maintain. With respect to non-U.S. entities, there continues to be sufficient positive evidence to conclude that realization of the Company’s deferred tax assets is more likely than not under applicable accounting rules, and therefore no significant valuation allowances have been established.benefit.
As of December 31, 2022, the Company2023, we had federal and state income tax credit carryforwards of $46.6 million and $29.0$33.7 million, respectively, which will expire if unused at various dates beginning on December 31, 2026.2028. Such carryforwards expire as follows (in millions):
| | | | | | | | | | | |
| U.S. foreign tax credit | $ | 2.02.2 | | | 2027-2032 |
U.S. research tax credit | $ | 8.4 | | | 2026-20422028-2033 |
| U.S. business tax credits | $ | 36.244.4 | | | 2035-20422030-2043 |
State investmentbusiness tax credits - indefinite lived | $ | 2.329.4 | | | Do not expire |
State researchbusiness tax credits - definite lived | $ | 1.44.3 | | | 2031-20342032-2047 |
| State research tax credits - indefinite lived | $ | 25.3 |
| | Do not expire | |
As of December 31, 2022, the Company2023, we had federal, Germany, and stateUnited Kingdom net operating losslosses (“NOLs”) carryforwards of $389.3 million and interest expense carryforwards of $544.1 million and $17.3$49.9 million, respectively. Such carryforwards expire as follows (in millions):
| | | | | | | | | | | |
| U.S. loss carryforwards - definite lived | $ | 96.814.7 | | | 2028-2037 |
U.S. interest expense carryforwards - indefinite lived | $ | 17.3 | | | Do not expire |
| U.S. loss carryforwards - indefinite lived | $ | 215.9179.2 | | | Do not expire |
| U.S. interest expense carryforwards | $ | 49.9 | | | Do not expire |
| Germany loss carryforwards | $ | 110.8 | | | Do not expire |
StateUnited Kingdom loss carryforwards | $ | 231.484.6 | | | 2023-2040Do not expire |
| | | |
The Company’sOur ability to utilize the NOLs and credits to offset future taxable income may be deferred or limited significantly if the Companywe were to experience an “ownership change” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an ownership change will occur if there is a cumulative change in ownership of the Company’sour stock by “5-percent shareholders” (as defined in the Code) that exceeds 50 percentage points over a rolling three-year period. The CompanyWe determined that an ownership change has occurred for purposes of Section 382 on the date of the Topgolf merger. Topgolf experienced an ownership change in November 2021. As such, all of the Company’sour federal NOLs and tax credits are limited to an annual Section 382 limitation on the utilization of itsour tax attributes. This change is not expected to have any material effect on the Company’sour results of operations or statements of financial position. In addition, Topgolf’s NOLs are presently expected to be subject to “separate return limitation year” limitations. Separate return limitation year NOLs can only be used in years that both the consolidated group and the entity that created such NOLs have taxable income, which may limit our ability to utilize Topgolf’s NOLs in the future. Therefore, the Company’sour ability to utilize Topgolf tax attributes to offset future taxable income may be deferred or limited significantly.
A reconciliation of the effective tax rate on income or loss and the statutory tax rate is as follows:
| | Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Years Ended December 31, | | | Years Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Statutory U.S. tax rate | Statutory U.S. tax rate | 21.0 | % | | 21.0 | % | | 21.0 | % | Statutory U.S. tax rate | 21.0 | % | | 21.0 | % | | 21.0 | % |
| State income taxes, net of U.S. tax benefit | State income taxes, net of U.S. tax benefit | 7.1 | % | | 2.1 | % | | (4.1) | % | State income taxes, net of U.S. tax benefit | (67.7) | % | | 7.1 | % | | 2.1 | % |
| Foreign income taxed at other than U.S. statutory rate | Foreign income taxed at other than U.S. statutory rate | (8.9) | % | | (3.3) | % | | 7.0 | % | Foreign income taxed at other than U.S. statutory rate | (26.0) | % | | (8.9) | % | | (3.3) | % |
| Federal tax credits | Federal tax credits | (8.7) | % | | (2.0) | % | | 2.8 | % | Federal tax credits | (46.6) | % | | (8.7) | % | | (2.0) | % |
| Goodwill impairment | — | % | | — | % | | (24.5) | % |
| | Revaluation of Company stock attributable to Topgolf merger | |
| Revaluation of Company stock attributable to Topgolf merger | |
| Revaluation of Company stock attributable to Topgolf merger | Revaluation of Company stock attributable to Topgolf merger | — | % | | (15.1) | % | | — | % | — | % | | — | % | | (15.1) | % |
| Other non-deductible expenses | Other non-deductible expenses | 1.0 | % | | 0.7 | % | | (1.7) | % | Other non-deductible expenses | 6.0 | % | | 1.0 | % | | 0.7 | % |
| Non-deductible compensation | Non-deductible compensation | 4.5 | % | | 1.4 | % | | (0.7) | % | Non-deductible compensation | 17.9 | % | | 4.5 | % | | 1.4 | % |
| U.S. Foreign tax inclusion | U.S. Foreign tax inclusion | 1.0 | % | | 0.5 | % | | (0.4) | % | U.S. Foreign tax inclusion | 0.4 | % | | 1.0 | % | | 0.5 | % |
| Foreign derived intangible income deduction | Foreign derived intangible income deduction | (3.0) | % | | (2.1) | % | | 1.1 | % | Foreign derived intangible income deduction | (7.5) | % | | (3.0) | % | | (2.1) | % |
| Stock compensation excess tax benefits | Stock compensation excess tax benefits | — | % | | (1.6) | % | | 1.4 | % | Stock compensation excess tax benefits | — | % | | — | % | | (1.6) | % |
| Impact of uncertain tax positions | Impact of uncertain tax positions | (0.8) | % | | (2.2) | % | | (1.6) | % | Impact of uncertain tax positions | 8.5 | % | | (0.8) | % | | (2.2) | % |
| Change in deferred tax valuation allowance | Change in deferred tax valuation allowance | (23.0) | % | | 7.8 | % | | (0.7) | % | Change in deferred tax valuation allowance | (88.5) | % | | (23.0) | % | | 7.8 | % |
| Withholding tax impacts on foreign subsidiaries | | Withholding tax impacts on foreign subsidiaries | 5.5 | % | | — | % | | — | % |
| Other | Other | (1.5) | % | | 1.0 | % | | 0.8 | % | Other | 4.3 | % | | (1.5) | % | | 1.0 | % |
| Effective tax rate | Effective tax rate | (11.3) | % | | 8.2 | % | | 0.4 | % | Effective tax rate | (172.7) | % | | (11.3) | % | | 8.2 | % |
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):
| | 2022 | | 2021 | | 2020 |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Balance at January 1 | Balance at January 1 | $ | 26.6 | | | $ | 28.3 | | | $ | 26.0 | |
| Additions based on tax positions related to the current year | Additions based on tax positions related to the current year | 1.7 | | | 1.7 | | | 3.1 | |
| Additions for tax positions of prior years | Additions for tax positions of prior years | 1.2 | | | 0.5 | | | 0.5 | |
| Reductions for tax positions of prior years | Reductions for tax positions of prior years | (1.5) | | | (0.9) | | | (0.2) | |
| Settlement of tax audits | Settlement of tax audits | — | | | (2.7) | | | — | |
| Current year acquisitions | Current year acquisitions | — | | | 6.7 | | | — | |
| Reductions due to lapsed statute of limitations | Reductions due to lapsed statute of limitations | (1.8) | | | (7.0) | | | (1.1) | |
| Balance at December 31 | Balance at December 31 | $ | 26.2 | | | $ | 26.6 | | | $ | 28.3 | |
As of December 31, 2022,2023, the gross liability for income taxes associated with uncertain tax benefits was $26.2$29.3 million. This liability could be reduced by $5.3$5.1 million of offsetting tax benefits associated with the correlative effects of potential transfer pricing adjustments, which was recorded as a long-term income tax receivable, as well as $10.3$8.1 million of deferred taxes. The net amount of $10.6$16.1 million, if recognized, would affect the Company’sour financial statements and favorably affect the Company’sour effective income tax rate.
The Company does notWe expect changes to the unrecognized tax benefits inbenefit liabilities to decrease approximately $3.6 million during the next 12 months to have a material impact on its results of operations or its financial position.months.
The Company recognizesWe recognize interest and/or penalties related to income tax matters in income tax expense. The Companyprovision. We recognized a tax benefit of $0.1 million, $0.3 million, $0.6 million, and $0.4$0.6 million, for the years ended December 31, 2023, 2022 2021 and 2020,2021, respectively. As of December 31, 20222023 and 2021,2022, the gross amount of accrued interest and penalties included in income taxes payable in the accompanying consolidated balance sheets waswere each $2.9 million and $3.2 million, respectively.million.
The CompanyWe or one of itsour subsidiaries files income tax returns in the U.S. federal jurisdiction and various U.S. states and foreign jurisdictions. The Company isWe are generally no longer subject to income tax examinations by tax authorities in itsour major jurisdictions as follows:
| | | | | | | | |
| Major Tax Jurisdiction | | Years No Longer Subject to Audit |
| U.S. Federal | | 2010 and prior |
| California (U.S.) | | 2008 and prior
| Germany | | 2013 and prior |
| Japan | | 20162017 and prior |
| South Korea | | 20162021 and prior |
| United Kingdom | | 2018 and prior |
As of December 31, 2022, the Company2023, we had $180.5$177.2 million of undistributed foreign earnings and profits. Pursuant to the Tax Act, the Company’sour undistributed foreign earnings and profits were deemed repatriated as of December 31, 2017 and subsequent foreign profits are not expected to be subject to U.S. income tax upon repatriation. The Company hasWe have not provided deferred tax liabilities for foreign withholding taxes and certain state income taxes on the undistributed earnings and profits from certain non-U.S. subsidiaries that will be permanently reinvested outside the United States and expects the net impact of any future repatriations of permanently investedreinvested earnings on the Company’sour overall tax liability to be insignificant. For jurisdictions in which the Company iswe are not permanently reinvested, the Company haswe have estimated and accrued $1.8$3.3 million for the net impact on the Company’sour overall tax liability.
Note 13. Commitments & Contingencies
Legal Matters
The Company isWe are subject to routine legal claims, proceedings, and investigations associated with the normal conduct of itsour business activities, including commercial disputes and employment matters. The CompanyWe also receivesreceive from time to time information claiming that products sold by the Companywe sell infringe or may infringe patent, trademark, or other intellectual property rights of third parties. One or more such claims of potential infringement could lead to litigation, the need to obtain licenses, the need to alter a product to avoid infringement, a settlement or judgment, or some other action or material loss by the Company,us, which could adversely affect the Company’sour overall ability to protect itsour product designs and ultimately limit itsour future success in the marketplace. Additionally, the Company iswe are occasionally subject to non-routine claims, proceedings, or investigations.
We regularly assessesassess such matters to determine the degree of probability that the Companywe will incur a material loss as a result of such matters, as well as the range of possible loss. An estimated loss contingency is accrued in the Company’sour financial statements if it is probable the Companywe will incur a loss and the amount of the loss can be reasonably estimated. Historically, the claims, proceedings, and investigations brought against the Company,us, individually and in the aggregate, have not had a material adverse effect on the Company’sour consolidated results of operations, cash flows or financial position. However, it is not possible to predict the outcome of the pending actions, and, as with any litigation, it is possible that some of these actions could be decided unfavorably. Consequently, management is unable to estimate the ultimate aggregate amount of monetary loss, amounts covered by insurance, or the financial impact that will result from such matters. In addition, the Companywe cannot assure that itwe will be able to successfully defend itselfourselves in those matters, or that any amounts accrued in relation to a potential loss are sufficient.
Unconditional Purchase Obligations
During the normal course of itsour business, the Company enterswe enter into agreements to purchase goods and services, including commitments for endorsement agreements with professional athletes and other endorsers, consulting and service agreements, and intellectual property licensing agreements pursuant to which the Company iswe are required to pay royalty fees.fees, and signed lease agreements of which we have not taken possession as of year-end. The amounts listed below approximate the minimum purchase obligations the Company iswe are obligated to pay under these agreements. The actual amounts paid under some of the agreements may be higher or lower than these amounts due to the variable nature of these obligations.
As of December 31, 2022,2023, the minimum obligation that the Company iswe are required to pay under these agreements over the next five years as follows (in millions):
| | 2023 | $ | 47.2 | |
| 2024 | 2024 | 17.5 | |
| 2025 | 2025 | 9.0 | |
| 2026 | 2026 | 8.4 | |
| 2027 | 2027 | 1.8 | |
| 2028 | |
| | $ | 83.9 | |
| Total minimum obligations | |
| Total minimum obligations | |
| Total minimum obligations | |
The Company’sOur minimum capital commitment related to lease agreements for Topgolf venues under construction, net of amount reimbursed by third-party real estate financing partners, of $48.0$107.0 million is not reflected in this total. These commitments are generally outstanding for periods less than a year. See Note 46 for further information.
Other Contingent Contractual Obligations
During itsour normal course of business, the Company haswe have made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These include (i) intellectual property indemnities to the Company’sour customers and licensees in connection with the use, sale and/or license of Companyour product or trademarks, (ii) indemnities to various lessors in connection with facility leases for certain claims arising from such facilities or leases, (iii) indemnities to vendors and service providers pertaining to the goods and services provided to the Companyus or based on theour negligence or willful misconduct of the Company and (iv) indemnities involving the accuracy of representations and warranties in certain contracts. In addition, the Company haswe have consulting agreements that provide for payment of nominal fees upon the issuance of patents and/or the commercialization of research results. WeThe Company has have also issued guarantees in the form of standby letters of credit of $11.615.6 million as of December 31, 2022.2023.
The duration of these indemnities, commitments and guarantees varies, and in certain cases, may be indefinite. The majority of these indemnities, commitments and guarantees do not provide for any limitation on the maximum amount of future payments the Companywe could be obligated to make. Historically, costs incurred to settle claims related to indemnities have not been material to the Company’sour financial position, results of operations or cash flows. In addition, the Company believeswe believe the likelihood is remote that payments under the commitments and guarantees described above will have a material effect on the Company’sour consolidated financial statements. The fair value of indemnities, commitments and guarantees that the Companywe issued during the year ended and as of December 31, 20222023 was not material to the Company’sour financial position, results of operations or cash flows.
Note 14. Capital Stock
Common Stock and Preferred Stock
AsHolders of December 31, 2022, the Company has authorized capital of 363.0 million shares, $0.01 par value per share, of which 360.0 million shares are designated common stock, and 3.0 million shares are designated preferred stock. Of the preferred stock, 0.2 million shares are designated Series A Junior Participating Preferred Stock and the remaining shares of preferred stock are undesignated as to series, rights, preferences, privileges or restrictions.
The holders ofour common stock are entitled to one vote for each share of common stock on all matters submitted to a vote of our shareholders.
Holders of our preferred stock are not entitled to any voting rights on matters submitted to a vote of our shareholders. Of the Company’s shareholders. Although to date noauthorized shares of our preferred stock, 0.2 million shares are designated as Series A Junior Participating Preferred Stock. Holders of our Series A Junior Participating preferred stock have been issued, if such shares were issued, each share of Series A Junior Participating Preferred Stock would entitle the holder thereofare entitled to 1,000 votes on all matters submitted to a vote of the shareholders of the Company.our shareholders. The holders of Series A Junior Participating Preferred Stock and the holders of common stock shall generally vote together as one class on all matters submitted to a vote of our shareholders. To date, no Series A Junior Participation preferred stock has been issued, therefore there are currently no preferences for the Company’s shareholders.
Treasury Stock and Stock Repurchases
InOn May 26, 2022, the Company’sour Board of Directors authorized a $100.0 million share repurchase program (the “2022 Repurchase Program”) under which the Company iswe are authorized to repurchase shares of itsour common stock in the open market or in private transactions, subject to the Company’sour assessment of market conditions and repurchase opportunities.opportunities, and in accordance with the terms and conditions of our New ABL Facility and other long-term debt facilities. The 2022 Repurchase Program does not require the Company to acquirethat a specific number of shares be acquired and will remain in effect until the program is completed or until terminated by the Company’s Board of Directors. As ofDuring the year ended December 31, 2022, no repurchases have been made2023, we repurchased 2.9 million shares of our common stock at an average price per share of $16.37, for a total cost of $46.3 million, excluding commissions, under the 2022 Repurchase Program.
During the first quarter of 2022, the Company completed a share repurchase program (the “2021 Repurchase Program”) in which the Company’s Board of Directors previously authorized the repurchase of up to $50.0 million of shares of the Company’s common stock in the open market or in private transactions. Under the program, the Company repurchased a total of 2.0 million shares of its common stock at a weighted average purchase price per share of $24.80.
Repurchases made under the Company’sour repurchase programs are made in accordance with the terms and conditions of the Company’sour New ABL Facility and other long-term debt, which limit the amount of stock that can be repurchased.
In addition to the aforementioned repurchase programs, the Company may repurchaseprogram, we treat shares in relation to the settlementwithheld for tax purposes on behalf of employee income tax withholding obligations related to the vesting and settlement of employee restricted stock unit awards and performance share unit awards. During the year ended 2022, the Company withheld 0.5 million shares of its common stock to satisfy the Company’s payroll tax withholding obligationsour employees in connection with the vesting and settlement of employee RSUs and PRSUs as common stock repurchases because they reduce the number of shares that would have been issued to the employee upon vesting. These withheld shares of common stock are not considered to be repurchases under the share repurchase program. During the years ended December 31, 2023, 2022, and 2021 we withheld 0.4 million, 0.5 million, and 0.4 million shares of our common stock to satisfy employee payroll tax withholding obligations of $9.3 million, $10.9 million, and $13.5 million, respectively, related to the vesting and settlement of restricted stock unit awards and performance share unit awards, for a total cost of $10.9 million.awards.
The Company’s repurchasesRepurchases of shares of itsour own common stock are recorded at cost and result inare a reduction of shareholders’ equity.
Note 15. Stock Plans and Share-Based Compensation
Equity Compensation Plans and Replacement Awards
As of December 31, 2022, the Company2023, we had threetwo shareholder approved stock plans under which shares were available for equity-based awards; the Callaway Golf Company Amended and Restated 2004 Incentive Plan the 2013 Non-Employee Directors Stock(the “2004 Incentive Plan (the “2013 Directors Plan”) and the Callaway Golf Company 2022 Incentive Plan (the “2022 Incentive Plan”). The CompanyWe also had one non-shareholder approved stock plan, the 2021 Employment Inducement Plan (the “2021 Inducement Plan”), which was adopted in connection with the Company’sour merger with Topgolf on March 8, 2021. The 2021 Inducement Plan has substantially the same terms as the Company’sour 2004 Incentive Plan, with the exception that awards can only be made to new employees in connection with their commencement of employment and incentive stock options cannot be granted under the 2021 Inducement Plan. Upon the effective date of the 2022 Incentive Plan, the Companywe ceased granting awards under the 2004 Incentive Plan, the 2013 Directors Plan and the 2021 Inducement Plan and, except for shares subject to awards under those plans on the effective date of the 2022 Incentive Plan, any shares remaining for future issuance under such Plans were canceled.
The 2004 Incentive Plan permitted the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance share units and other equity-based awards to the Company’sour officers, employees, consultants and certain other non-employees who provide services to the Company.us. All grants under the 2004 Incentive Plan were discretionary, although no participant may receive awards in any one year in excess of 2.0 million shares. No new awards may be granted under the 2004 Incentive Plan.
The 2013 Directors Plan permitted the granting of stock options, restricted stock awards and restricted stock units to eligible directors serving on the Company’s Board of Directors. Directors generally received a one-time grant upon their initial appointment to the Company’s Board of Directors and an annual grant thereafter upon being re-elected at each annual meeting of shareholders, not to exceed 50 thousand shares within any calendar year. No new awards may be granted under the 2013 Directors Plan.
The 2021 Inducement Plan was adopted in connection with the Company’sour merger with Topgolf on March 8, 2021. The plan permitted the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance share units and other equity-based awards to the Company’sour officers, employees, consultants and certain other non-employees who provide services to the Company.us. No new awards may be granted under the 2021 Inducement Plan.
The 2022 Incentive Plan permits the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance share units and other equity-based awards to the Company’sour officers, employees, consultants, eligible directors serving on the Company’sour Board of Directors and certain other non-employees who provide services to the Company.us. All grants under the 2022 Incentive Plan are discretionary. Directors may receive a one-time grant upon their initial appointment to the Company’sour Board of Directors and may receive an annual grant thereafter upon being re-elected at each annual meeting of shareholders. The maximum number of shares issuable over the term of the 2022 Incentive Plan is 16.0 million shares, plus any shares underlying awards made under the 2004 Incentive Plan to the extent such awards lapse, expire, terminate or are canceled.
In connection with the merger with Topgolf which was completed on March 8, 2021, the Company converted stock options previously held by former equity holders of Topgolf immediately prior to the merger into 3.2 million options to purchase shares of the Company’s common stock, and certain outstanding restricted stock awards of Topgolf into 0.2 million shares of the Company’s common stock (collectively, the “replacement awards”). The Company alsowe assumed two equity compensation plans and a stock option agreement between Topgolf and a third party (collectively, the “Topgolf Equity Compensation Plans and Option Agreement”) in connection with the merger. The total purchase consideration transferred in the merger by the Company included $33.1 million in consideration related to the replacement awards issued in connection with the merger, which represents the fair value of the vested portion of the replacement awards. No additional awards may be granted by the Company under the assumed Topgolf Equity Compensation Plans and Option Agreement.
The following table presents shares authorized, available for future grant and outstanding under each of the Company’sour plans as of December 31, 20222023 (in millions):
| | Authorized | | Available(1) | | Outstanding(2) |
| Authorized | | | Authorized | | Available(1) | | Outstanding(2) |
| | 2004 Incentive Plan | 2004 Incentive Plan | 33.0 | | | — | | | 2.9 | |
| 2013 Directors Plan | 1.0 | | | — | | | — | |
| 2004 Incentive Plan | |
| 2004 Incentive Plan | |
| | 2021 Inducement Plan | |
| 2021 Inducement Plan | |
| 2021 Inducement Plan | 2021 Inducement Plan | 1.3 | | | — | | | 0.5 | |
| 2022 Incentive Plan | 2022 Incentive Plan | 16.0 | | | 16.1 | | | 0.1 | |
| Topgolf Equity Compensation Plans and Option Agreement | Topgolf Equity Compensation Plans and Option Agreement | 3.4 | | | — | | | 1.9 | |
| Total | Total | 54.7 | | | 16.1 | | | 5.4 | |
| (1) Includes shares subject to a full award value under the 2022 Incentive Plan’s fungible share ratio. | (2) Excludes 0.1 million of issued restricted stock awards which are not outstanding. | (1) Includes shares subject to a full award value under the 2022 Incentive Plan’s fungible share ratio. | |
(1) Includes shares subject to a full award value under the 2022 Incentive Plan’s fungible share ratio. | |
(2) Excludes 0.8 million of issued restricted stock awards which are not outstanding. | | (2) Excludes 0.8 million of issued restricted stock awards which are not outstanding. |
Stock Options
There were no stock options granted in 20222023 or 2020.2022. In 2021, the Companywe granted 3.2 million stock options related to the replacement awards that were issued in connection with the Company’sour merger with Topgolf on March 8, 2021, whichTopgolf. These awards had a weighted average grant-date fair value of $25.93 per share and a total acquisition date fair value of $5.3 million. As of December 31, 2022, 1.9 million of these stock options were outstanding, of which 1.7 million were fully vested. During the years ended December 31, 2022 and 2021, the Company recognized $1.4 million and $2.6 million in compensation expense related to its stock option grants, respectively. The Company did not recognize any compensation expense related to stock option grants during the year ended December 31, 2020.
The following table summarizes the Company’sour stock option activities for the year ended December 31, 20222023 (in millions, except per share amounts and contractual term):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Options | | Number of
Shares | | Weighted-
Average
Exercise Price
Per Share | | Weighted-
Average
Remaining
Contractual
Term | | Aggregate
Intrinsic
Value |
| Outstanding at January 1, 2022 | | 2.0 | | | $ | 26.60 | | | | | |
| Granted | | — | | | $ | — | | | | | |
| Exercised | | (0.1) | | | $ | 11.87 | | | | | |
| Forfeited | | — | | | $ | — | | | | | |
| Expired | | — | | | $ | — | | | | | |
| Outstanding at December 31, 2022 | | 1.9 | | | $ | 26.97 | | | 3.72 | | $ | 1.9 | |
| Vested and expected to vest in the future at December 31, 2022 | | 1.9 | | | $ | 26.96 | | | 3.72 | | $ | 1.9 | |
| Exercisable at December 31, 2022 | | 1.7 | | | $ | 26.30 | | | 3.44 | | $ | 1.9 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Options | | Number of
Shares | | Weighted-
Average
Exercise Price
Per Share | | Weighted-
Average
Remaining
Contractual
Term | | Aggregate
Intrinsic
Value |
| Outstanding at January 1, 2023 | | 1.9 | | | $ | 26.97 | | | | | |
| Granted | | — | | | $ | — | | | | | |
| Exercised | | (0.3) | | | $ | 15.11 | | | | | |
Forfeited(1) | | — | | | $ | 35.14 | | | | | |
| Expired | | (0.5) | | | $ | 29.93 | | | | | |
| Outstanding at December 31, 2023 | | 1.1 | | | $ | 28.44 | | | 3.18 | | $ | 0.1 | |
| Vested and expected to vest in the future at December 31, 2023 | | 1.1 | | | $ | 28.44 | | | 3.18 | | $ | 0.1 | |
| Exercisable at December 31, 2023 | | 1.0 | | | $ | 28.20 | | | 3.07 | | $ | 0.1 | |
| | | | | | | | |
(1) A nominal number of stock options were forfeited during the year ended December 31, 2023. |
The following table summarizes information related to outstanding stock options as of December 31, 20222023 (in millions, except option price and remaining life amounts):
| | Weighted Average |
| | | | Weighted Average | | | | | | Weighted Average |
| Range of Option Prices | Range of Option Prices | | Options Outstanding | | Remaining Life (Years) | | Exercise Price | Range of Option Prices | | Options Outstanding | | Remaining Life (Years) | | Exercise Price |
| $6.52 to $35.14 | | 1.9 | | 3.72 | | $26.97 |
| $6.91 to $35.14 | | $6.91 to $35.14 | | 1.1 | | 3.18 | | $28.44 |
As of December 31, 2022,2023, there was $0.5less than $0.1 million of unamortized compensation expense related to stock options granted to employees under the Company’sour share-based payment plans.
The totalfollowing table summarizes information related to intrinsic value for options exercised during the years ended December 31, 2022, 2021 and 2020 was $0.6 million, $26.3 million and $0.6 million, respectively. Cashcash received from the exercise of stock optionsrelated to option exercises for the years ended December 31, 2022, 2021 and 2020 was $0.7 million, $22.3 million and $0.2 million, respectively.periods presented below (in millions):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Intrinsic value for options exercised | $ | 1.7 | | | $ | 0.6 | | | $ | 26.3 | |
| Cash received from exercise of options | $ | 4.2 | | | $ | 0.7 | | | $ | 22.3 | |
The fair value of the stock options granted in connection with the merger was based on the Black-Scholes option-pricing model. The model uses various assumptions including an expected term, stock price volatility, risk-free interest rate, and dividend yield. Assumptions related to the expected term and stock price volatility were based on historical exercise patterns and historical fluctuations in volatility relative to the Company’s stock price, respectively. Assumptions related to the risk-free interest rate and dividend yield were based on the yield-curve of a zero-coupon U.S. treasury bond on the date the grants were made with a maturity equal to the expected term of the grant, and an assumed dividend yield based on the Company’s expectation to not pay dividends for the foreseeable future, respectively. The table below summarizes the range and the weighted averages of the fair value assumptions used in the Black-Scholes valuation as of March 8, 2021.
| | | | | | | | | | | | | | |
| Assumptions: | | Range | | Weighted Averages |
| Expected term (in years) | | 0.3 - 7.1 | | 3.7 |
| Volatility | | 43.0% - 85.4% | | 55.1% |
| Risk-free interest rate | | 0.1% -1.3% | | 0.6% |
| Dividend yield | | — | | — |
Restricted Stock Units and Restricted Stock Awards
The following table represents activity for restricted stock units, for the year ended December 31, 2022 (in millions, except fair value amounts):
| | | | | | | | | | | | | | |
| Restricted Stock Units | | Units | | Weighted-
Average
Grant-Date
Fair Value |
| Unvested at January 1, 2022 | | 1.6 | | | $ | 25.79 | |
| Granted | | 0.6 | | | $ | 22.81 | |
| Vested | | (0.7) | | | $ | 23.97 | |
| Forfeited | | (0.1) | | | $ | 23.40 | |
| Expired | | — | | | — | |
| Unvested at December 31, 2022 | | 1.4 | | | $ | 25.47 | |
| | | | |
|
For the years ended December 31, 2022, 2021 and 2020, the weighted average grant-date fair value per share of restricted stock units granted was $22.81, $29.60 and $17.84, respectively. The total fair value of restricted stock units vested during the years ended December 31, 2022, 2021 and 2020 was $17.2 million, $6.5 million and $6.0 million, respectively.
During the years ended December 31, 2022, 2021 and 2020, the Company recognized $17.6 million, $14.0 million and $6.4 million of compensation expense related to restricted stock units, respectively.
The following table represents activity related to restricted stock awards, granted as part of the replacementand performance based awards for the year ended December 31, 20222023 (in millions, except fair value amounts):
| | | | | | | | | | | | | | |
| Restricted Stock Awards | | Units | | Weighted-
Average
Grant-Date
Fair Value |
| Unvested at January 1, 2022 | | 0.2 | | | $ | 29.52 | |
| Granted | | — | | | — | |
| Vested | | (0.1) | | | $ | 29.52 | |
| Forfeited | | — | | | — | |
| Expired | | — | | | — | |
| Unvested at December 31, 2022 | | 0.1 | | | $ | 29.52 | |
There were no restricted stock awards granted during the years ended December 31, 2022 and 2020. The weighted average grant-date fair value of the restricted stock awards granted as part of the replacement awards was $28.74, with an acquisition date fair value of $4.8 million. During the years ended December 31, 2022 and 2021, the Company recognized $1.3 million and $2.4 million of compensation expense related to the restricted stock awards granted as part of the replacement awards, respectively. The Company did not recognize any compensation expense related to restricted stock awards during the year ended December 31, 2020. The total fair value of the restricted stock awards granted as part of the replacement awards that vested during the year ended December 31, 2022 was $2.1 million.
As of December 31, 2022, there was $20.9 million of total unamortized compensation expense related to unvested restricted stock units and restricted stock awards granted to employees under the Company’s share-based payment plans, which includes $0.6 million of unrecognized compensation expense related restricted awards granted as part of the replacement awards. The unamortized compensation expense related to restricted stock units and restricted stock awards is expected to be recognized over a weighted-average period of 1.5 years and 0.7 years, respectively.
Performance Based Awards
During the years ended December 31, 2022, 2021 and 2020, the Company granted 0.5 million shares, 1.4 million shares and 0.3 million shares, respectively of PRSU awards which had various underlying performance metrics, including APTI, EBITDA, and rTSR, at a weighted average grant-date fair value per share of $34.68, $30.35 and $19.66, respectively. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | RSUs | | RSAs | | PRSUs |
| | Units | | Weighted-
Average
Grant-Date
Fair Value | | Units | | Weighted-
Average
Grant-Date
Fair Value | | Units | | Weighted-
Average
Grant-Date
Fair Value |
| Unvested at January 1, 2023 | | 1.4 | | | $ | 25.47 | | | 0.1 | | | $ | 29.52 | | | 2.1 | | | $ | 30.24 | |
| Granted | | 0.8 | | | $ | 22.78 | | | 0.8 | | | $ | 19.60 | | | 0.6 | | | $ | 36.58 | |
| Vested | | (0.7) | | | $ | 25.21 | | | (0.1) | | | $ | 29.52 | | | (0.4) | | | $ | 20.74 | |
Target Award Adjustment(1) | | — | | | $ | — | | | — | | | $ | — | | | 0.1 | | | $ | 19.85 | |
Forfeited(2) | | (0.1) | | | $ | 25.09 | | | — | | | $ | 29.52 | | | (0.1) | | | $ | 32.44 | |
| | | | | | | | | | | | |
| Unvested at December 31, 2023 | | 1.4 | | | $ | 24.13 | | | 0.8 | | | $ | 19.83 | | | 2.3 | | | $ | 32.71 | |
| | | | | | | | | | | | |
(1) Represents incremental shares earned by participants at a performance achievement in excess of 100% for awards previously granted. |
(2) A nominal number of RSAs were forfeited during the year ended December 31, 2023. |
|
PRSUs granted by the Company cliff-vest after three years, except for certain one-time grants to the Company’s Chief Executive Officer and Chief Financial Officer in connection with the Topgolf merger, of which 50% will vest three years after the grant date and the remaining 50% will vest four years after the grant date.
The number of shares that may ultimately be issued upon vesting of PRSU awards is based on the achievement of the respective metrics for each award, which may range from 0% to 200%. As of December 31, 2022, all performance-based restricted stock units were within the probable range of achievement.
The following table representssummarizes fair value of awards vested and the activity for performance basedweighted average grant date fair value per share of awards granted during the year ended December 31, 2022periods presented below (in millions, except fair valuefor per share amounts):
| | | | | | | | | | | | | | |
| Performance Share Units | | Units | | Weighted-
Average
Grant-Date
Fair Value |
| Unvested at January 1, 2022 | | 2.0 | | | $ | 27.00 | |
| Granted | | 0.5 | | | $ | 34.68 | |
Target Award Adjustment(1) | | 0.1 | | | $ | 16.60 | |
| Vested | | (0.4) | | | $ | 16.28 | |
| Forfeited | | (0.1) | | | $ | 28.42 | |
| Unvested at December 31, 2022 | | 2.1 | | | $ | 30.24 | |
| | | | |
(1) Represents incremental shares earned by participants at a performance achievement in excess of 100% for awards previously granted. |
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2023 | | 2022 | | 2021 |
| RSUs: | | | | | |
| Total fair value of RSUs vested | $ | 17.3 | | | $ | 17.2 | | | $ | 6.5 | |
| Per share weighted average grant date fair value of RSU grants | $ | 22.78 | | | $ | 22.81 | | | $ | 29.60 | |
| | | | | |
| RSAs: | | | | | |
| Total fair value of RSAs vested | $ | 1.3 | | | $ | 2.1 | | | $ | 0.8 | |
Per share weighted average grant date fair value of RSA grants(1) | $ | 19.60 | | | $ | — | | | $ | 28.74 | |
| | | | | |
| PRSUs: | | | | | |
| Total fair value of PRSUs vested | $ | 7.8 | | | $ | 6.9 | | | $ | 8.2 | |
| Per share weighted average grant date fair value of PRSU grants | $ | 36.58 | | | $ | 34.68 | | | $ | 30.35 | |
| | | | | |
(1) There were no RSAs granted during the year ended December 31, 2022. |
The total fair value of all performance based awards vested duringfollowing table summarizes the years ended December 31, 2022, 2021 and 2020 was $6.9 million, $8.2 million and $7.2 million, respectively.
During the years ended December 31, 2022, 2021 and 2020, the Company recognized $26.7 million, $19.7 million and $4.5 million of compensation expense related to performance based awards, respectively. At December 31, 2022, the combined unamortized compensation expense, net of estimated forfeitures, of awards granted under our share-based plans as of December 31, 2023, as well as their related to all performance-based awards was $35.3 million, which is expected to be recognized over a weighted-average remaining recognition period of 1.42 years.(in millions, except for periods):
| | | | | |
| December 31, 2023 |
| RSUs: | |
| Unamortized compensation expense for RSUs | $ | 16.2 | |
| Weighted-average remaining recognition period (in years) | 1.4 |
| |
| |
| |
| |
| |
| PRSUs: | |
| Unamortized compensation expense for PRSUs | $ | 25.0 | |
| Weighted-average remaining recognition period (in years) | 1.0 |
Share-Based Compensation Expense
The table below summarizes amounts recognized for share-based compensation related to grantsby award-type, net of RSUs, PRSUs and stock optionsestimated forfeitures, in the Company’sour consolidated statement of operations for the periods presented (in millions):
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Cost of products | $ | 1.6 | | | $ | 1.2 | | | $ | 0.8 | |
| Selling, general and administrative expenses | 44.0 | | | 36.5 | | | 9.3 | |
| Research and development expenses | 1.1 | | | 1.0 | | | 0.8 | |
| Other venue expenses | 0.3 | | | — | | | — | |
| Total cost of share-based compensation included in income, before income tax | 47.0 | | | 38.7 | | | 10.9 | |
| Income tax benefit | 11.3 | | | 8.9 | | | 2.5 | |
| Total cost of employee share-based compensation, after tax | $ | 35.7 | | | $ | 29.8 | | | $ | 8.4 | |
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Stock options | $ | 0.4 | | | $ | 1.4 | | | $ | 2.6 | |
| Restricted stock units | 18.9 | | | 17.6 | | | 14.0 | |
| Restricted stock awards | 0.6 | | | 1.3 | | | 2.4 | |
| Performance based restricted share unit awards | 26.8 | | | 26.7 | | | 19.7 | |
| Total share-based compensation expense, before tax | 46.7 | | | 47.0 | | | 38.7 | |
| Income tax benefit | (11.2) | | | (11.3) | | | (8.9) | |
| Total share-based compensation expense, after tax | $ | 35.5 | | | $ | 35.7 | | | $ | 29.8 | |
The table below summarizes amounts recognized for share-based compensation, net of estimated forfeitures, in our consolidated statement of operations for the periods presented (in millions):
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Cost of products | $ | 1.9 | | | $ | 1.6 | | | $ | 1.2 | |
| Selling, general and administrative expenses | 39.8 | | | 44.0 | | | 36.5 | |
| Research and development expenses | 1.6 | | | 1.1 | | | 1.0 | |
| Other venue expenses | 3.4 | | | 0.3 | | | — | |
| Total share-based compensation expense, before tax | 46.7 | | | 47.0 | | | 38.7 | |
| Income tax benefit | (11.2) | | | (11.3) | | | (8.9) | |
| Total share-based compensation expense, after tax | $ | 35.5 | | | $ | 35.7 | | | $ | 29.8 | |
Note 16. Employee Benefit Plans
The Company hasWe have two voluntary deferred compensation plans under Section 401(k) of the Internal Revenue Code (the “Callaway Golf“Topgolf Callaway Brands Corp. 401(k) Plan” and the “Topgolf 401(k) Plan”) for employees who satisfy the age and service requirements under each respective plan.
Topgolf Callaway GolfBrands Corp. 401(k) Plan
Under the Topgolf Callaway GolfBrands Corp. 401(k) Plan, each participant may elect to contribute up to 75% of annual compensation, up to the maximum allowable limit permitted by the IRS. Under the plan, the Company contributes annually an amount equal to 50% of the participant’s contributions, up to 6% of the participant’s eligible annual compensation, for a maximum annual employer matching contribution of 3%. The portion of the participant’s account attributable to elective deferral contributions and rollover contributions made by the participant are 100% vested upon contribution and are not able to be forfeited. Employer contributions vest at a rate of 50% per year, and are fully vested after two years of service. Beginning April 13, 2020, in light of the business and financial uncertainties created by the COVID-19 pandemic, the Company suspended its portion of the employer matching contribution, except for employees who are unionized and are covered under a collective bargaining agreement. The matching contribution was reinstated on January 1, 2021. During the years ended December 31, 2023, 2022 and 2021, and 2020, Companyour matching contributions under the plan were $4.8 million, $4.1 million $3.3 million and $1.1$3.3 million, respectively.
Topgolf 401(k) Plan
Under the Topgolf 401(k) Plan, employees of Topgolf may elect to contribute up to 80% of annual compensation, up to the maximum allowable limit permitted by the IRS. Under the plan, the CompanyTopgolf contributes annually an amount equal to 50% of the participant’s contribution, up to 6% of the employees eligible compensation, for a maximum annual employer matching contribution of 3%. The portion of the participant’s account attributable to elective deferral contributions and rollover contributions made by the participant are 100% vested upon contribution and are not able to be forfeited. Employer contributions vest at a rate of 25% per year, and are fully vested after four years of service.
In January 2022, the Companywe amended the Topgolf 401(k) Plan (as amended, the “2022 Topgolf 401(k) Plan”). Under the 2022 Topgolf 401(k) Plan, the Company contributeswe contribute annually an amount equal to 100% of the participant’s first 3% of contributions, and an amount equal to 50% of the participant’s contributions between 3% and 5% of eligible compensation, for a maximum contribution of 4%. The portion of the participant’s account attributable to elective deferral contributions and rollover contributions made by the participant are 100% vested and are not able to be forfeited. Employer contributions under the plan are immediately 100% vested upon contribution and are not able to be forfeited. During the years ended December 31, 2023, 2022 and 2021, Companyour matching contributions under the plan were $9.5 million, $7.2 million, and $2.7 million, respectively.
Note 17. Fair Value of Financial Instruments
Fair Value Measurements
The Company measures itsWe measure our financial assets and liabilities at fair value on a recurring basis using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Authoritative guidance establishes three levels of the fair value hierarchy as follows:
Level 1: Quoted market prices in active markets for identical assets or liabilities;
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
Level 3: Fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The carrying amounts of cash and cash equivalents, accounts receivables, accounts payable and accrued expenses, revolving credit facilities, and other current liabilities approximate fair value due to their short-term nature, and are therefore categorized within Level 1 of the fair value hierarchy. Our money market funds, which are included in cash and cash equivalents on our consolidated balance sheets, accrue dividends which are reinvested in the fund and are reflected in their carrying value. As of December 31, 2023, the carrying value of our money market fund was $196.5 million. We did not have any money market funds as of December 31, 2022.
Hedging instruments are re-measured on a recurring basis using broker quotes, daily market foreign currency rates, and interest rate curves as applicable, (see Note 18) and are therefore categorized within Level 2 of the fair value hierarchy.
The following table summarizes the valuation of the Company’sour foreign currency forward contracts and interest rate hedge agreements (see Note 18) that are measured at fair value on a recurring basis, and are classified within Level 2 of the fair value hierarchy as of December 31, 2022 and December 31, 2021the periods presented (in millions):
| | Fair Value | |
| Fair Value | |
| Fair Value | |
| December 31, 2023 | |
| December 31, 2023 | |
| December 31, 2023 | |
| Foreign currency forward contracts—asset position | |
| Foreign currency forward contracts—asset position | |
| Foreign currency forward contracts—asset position | |
| Foreign currency forward contracts—liability position | |
| Foreign currency forward contracts—liability position | |
| Foreign currency forward contracts—liability position | |
| Interest rate hedge agreements—asset position | |
| Interest rate hedge agreements—asset position | |
| Interest rate hedge agreements—asset position | |
| Interest rate hedge agreements—liability position | |
| Interest rate hedge agreements—liability position | |
| Interest rate hedge agreements—liability position | |
| | Fair
Value | | | Level 2 | |
| Total | |
| | Total | |
| | Total | |
| December 31, 2022 | |
| December 31, 2022 | |
| December 31, 2022 | December 31, 2022 | | | | | |
| Foreign currency forward contracts—asset position | Foreign currency forward contracts—asset position | $ | 0.2 | | | | $ | 0.2 | | |
| Foreign currency forward contracts—asset position | |
| Foreign currency forward contracts—asset position | |
| Foreign currency forward contracts—liability position | |
| Foreign currency forward contracts—liability position | |
| Foreign currency forward contracts—liability position | Foreign currency forward contracts—liability position | (5.4) | | | | (5.4) | | |
| Interest rate hedge agreements—asset position | Interest rate hedge agreements—asset position | 7.2 | | | | 7.2 | | |
| Interest rate hedge agreements—liability position | — | | | | — | | |
| | $ | 2.0 | | | | $ | 2.0 | | |
| December 31, 2021 | | | | | |
| Foreign currency forward contracts—asset position | $ | 0.3 | | | | $ | 0.3 | | |
| Foreign currency forward contracts—liability position | (0.2) | | | | (0.2) | | |
| | Interest rate hedge agreements—liability position | (8.7) | | | | (8.7) | | |
| $ | (8.6) | | | | $ | (8.6) | | |
| Interest rate hedge agreements—asset position | |
| Interest rate hedge agreements—asset position | |
| Total | |
| Total | |
| Total | |
There were no transfers of financial instruments between the levels of the fair value hierarchy during the years ended December 31, 20222023 and 2021.2022.
Disclosures about the Fair Value of Financial Instruments
Fair value of information was derived using Level 2 inputs of the fair value hierarchy and included quoted prices for similar instruments in active markets, quantitative pricing models, observable market borrowing rates, as well as other observable inputs and applicable valuation techniques. The table below presents information about the fair value of the Company’sour financial liabilities whose value were derived using Level 2 inputs of the fair value hierarchy, and is provided for comparative purposes only, relative to the carrying values of the Company’sour financial instruments recognized in the consolidated balance sheets as of December 31, 2022 and consolidated balance sheets as of December 31, 2021for the periods presented (in millions):
| | | | December 31, 2022 | | December 31, 2021 | | December 31, 2023 | | December 31, 2022 |
| Carrying
Value | | Fair
Value | | Carrying
Value | | Fair
Value |
| Carrying
Value | | | Carrying
Value | | Fair
Value | | Carrying
Value | | Fair
Value |
| U.S. Asset-Based Revolving Credit Facility | U.S. Asset-Based Revolving Credit Facility | $ | 181.1 | | | $ | 181.1 | | | $ | 9.1 | | | $ | 9.1 | |
| 2022 Japan ABL Facility | $ | 38.2 | | | $ | 38.2 | | | $ | — | | | $ | — | |
| Japan Term Loan | $ | — | | | $ | — | | | $ | 13.0 | | | $ | 12.2 | |
| Term Loan | $ | 432.0 | | | $ | 431.1 | | | $ | 436.8 | | | $ | 437.5 | |
| Topgolf Term Loan | $ | 336.9 | | | $ | 337.1 | | | $ | 340.4 | | | $ | 346.1 | |
| Topgolf Revolving Credit Facility | $ | 110.0 | | | $ | 110.0 | | | $ | — | | | $ | — | |
| 2022 Japan ABL Credit Facility | |
| 2023 Term Loan B | |
| Convertible Notes | Convertible Notes | $ | 258.3 | | | $ | 337.7 | | | $ | 258.8 | | | $ | 444.4 | |
| Equipment Notes | Equipment Notes | $ | 27.8 | | | $ | 23.6 | | | $ | 31.1 | | | $ | 30.2 | |
| Mortgage Loans | Mortgage Loans | $ | 45.9 | | | $ | 55.3 | | | $ | 46.4 | | | $ | 52.3 | |
| Term Loan B | |
| Topgolf Term Loan | |
| Topgolf Revolving Credit Facility | |
Non-recurring Fair Value Measurements
The Company measuresWe measure certain assets at fair value on a non-recurring basis at least annually or more frequently if it is determined that impairment indicators are present. These assets include long-lived assets, goodwill, non-amortizing intangible assets and investments, thatwhich are written down to fair value when they are classified as held for sale or determined to be impaired. During the year ended December 31, 2023, we recognized an $11.7 million impairment loss related to the abandonment of our Shankstars online digital game, which was included within research and development costs on our consolidated statements of operations. During the year ended December 31, 2022, the Companywe recognized $5.5 million of total impairment losses, of $5.5 million, of which $4.8 million was related to the impairment of property, plant and equipment at an underperforming premerger Topgolf concept location. The fair value was determined using the cost approach for similar assets, considering the highestlocation, and best use of these assets. The impairment was included in other venue expenses in the Company’sour consolidated statements of operations during the year ended December 31, 2022,2022. The fair value of the location was determined using the cost approach for similar assets, which considers the highest and best use of these assets, and was categorized within Level 3 of the fair value hierarchy. The CompanyWe did not recognize any impairments during the year ended December 31, 2021.
In the second quarter of 2020, the Company considered the macroeconomic conditions related to the COVID-19 pandemic and its potential impact to sales and operating income, and determined that there were indicators of impairment and proceeded with a quantitative assessment of goodwill for all reporting units. As a result of the assessment, the Company determined that the fair value of one of its reporting units was less than its carrying value, and therefore recognized a goodwill impairment loss of $148.4 million during 2020. In addition, the Company recognized an impairment loss of $25.9 million on one of its trade names (See Note 9). The goodwill and trade name impairments were categorized within Level 3 of the fair value hierarchy.
Note 18. Derivatives and Hedging
During its normal course of business, the Company and its subsidiaries are exposed to gains and losses resulting from fluctuations in foreign currency exchange rates. The Company uses designated cash flow hedges and non-designated hedges in the form of foreign currency forward contracts as part of its strategy to manage the exposure to fluctuations in foreign currency exchange rates and to mitigate the impact of foreign currency translation on transactions that are denominated primarily in Japanese Yen, British Pounds, Euros, Canadian Dollars, Australian Dollars and Korean Won. The Company also uses interest rate swap contracts to mitigate the impact of variable interest rates on its long-term debt.
Foreign currency forward contracts and interest rate swap contracts are used only to meet the Company’s objectives of minimizing variability in its operating results arising from foreign exchange rate movements and changes in interest rates. The Company does not enter into foreign currency forward contracts and interest rate swap contracts for speculative purposes. The Company utilizes counterparties for its derivative instruments that it believes are creditworthy at the time the transactions are entered into and closely monitors the credit ratings of these counterparties.
The following table summarizes the fair value of the Company’sour derivative instruments as well as the location of the asset and/or liability on the consolidated balance sheets as of December 31, 20222023 and December 31, 20212022 (in millions):
| | | | | | | | | | | | | | | | | |
| | | Fair Value of
Asset Derivatives |
| | | December 31, |
| Balance Sheet Location | | 2022 | | 2021 |
| Derivatives designated as cash flow hedging instruments: | | | | | |
| Foreign currency forward contracts | Other current assets | | $ | 0.1 | | | $ | 0.1 | |
| Interest rate swap contracts | Other current assets | | 4.4 | | | — | |
| Interest rate swap contracts | Other assets, net | | 2.8 | | | — | |
| Total | | $ | 7.3 | | | $ | 0.1 | |
| Derivatives not designated as hedging instruments: | | | | | |
| Foreign currency forward contracts | Other current assets | | 0.1 | | | 0.2 | |
| | | | | |
| Total asset position | | $ | 7.4 | | | $ | 0.3 | |
| | Fair Value of
Liability Derivatives |
| December 31, |
| Balance Sheet Location | | 2022 | | 2021 |
| | | Fair Value of
Asset Derivatives | | | | | Fair Value of
Asset Derivatives |
| | | December 31, | | | | | December 31, |
| Balance Sheet Location | | | Balance Sheet Location | | 2023 | | 2022 |
| Derivatives designated as cash flow hedging instruments: | Derivatives designated as cash flow hedging instruments: | | | | | |
| Foreign currency forward contracts | |
| Foreign currency forward contracts | |
| Foreign currency forward contracts | Foreign currency forward contracts | Accounts payable and accrued expenses | | $ | 2.6 | | | $ | — | |
| Interest rate swap contracts | Interest rate swap contracts | Accounts payable and accrued expenses | | — | | | 4.1 | |
| Interest rate swap contracts | Interest rate swap contracts | Other long-term liabilities | | — | | | 4.6 | |
| 2.6 | | | 8.7 | |
| Total | |
| Derivatives not designated as hedging instruments: | Derivatives not designated as hedging instruments: | |
| Foreign currency forward contracts | Foreign currency forward contracts | Accounts payable and accrued expenses | | 2.8 | | | 0.2 | |
| Total liability position | | $ | 5.4 | | | $ | 8.9 | |
| Foreign currency forward contracts | |
| Foreign currency forward contracts | |
| | Total asset position | |
| Total asset position | |
| Total asset position | |
The Company’s | | | | | | | | | | | | | | | | | |
| | | Fair Value of
Liability Derivatives |
| | | December 31, |
| Balance Sheet Location | | 2023 | | 2022 |
| Derivatives designated as cash flow hedging instruments: | | | | | |
| Foreign currency forward contracts | Accounts payable and accrued expenses | | $ | — | | | $ | 2.6 | |
| Interest rate swap contracts | Other long-term liabilities | | 2.6 | | | — | |
| | | | | |
| | | 2.6 | | | 2.6 | |
| Derivatives not designated as hedging instruments: | | | | | |
| Foreign currency forward contracts | Accounts payable and accrued expenses | | 4.5 | | | 2.8 | |
| Total liability position | | $ | 7.1 | | | $ | 5.4 | |
Our derivative instruments are subject to a master netting agreement with each respective counterparty bank and are therefore net settled at their respective maturity date. Although the Company haswe have the legal right of offset under the master netting agreements, the Company haswe have elected not to present these contracts on a net settlement amount basis, and therefore presents these contracts on a gross basis on the accompanying consolidated balance sheets as of December 31, 20222023 and 2021.2022. Gains and losses related to our derivative instruments are presented as an adjustment to reconcile net income to net cash provided by or used in operating activities in the consolidated statements of cash flows.
Cash Flow Hedging Instruments
Foreign Currency Forward Contracts
The Company usesAs of December 31, 2023, there were no notional amounts on our foreign currency derivativescontracts designated as qualifying cash flow hedging instruments, including foreign currency forward contracts to help mitigate the Company’s foreign currency exposure from intercompany sales of inventory and intercompany expense reimbursements to its foreign subsidiaries. These contracts generally mature within 12 months to 15 months from inception.instruments. As of December 31, 2022, and December 31, 2021, the notional amounts of the Company’sour foreign currency forward contracts designated as cash flow hedging instruments werewas approximately $100.0 million and $3.3 million, respectively.million.
During the year ended December 31, 2022, the Company2023, we recorded net gains of $2.0$8.6 million in accumulated other comprehensive loss related to foreign currency forward contracts, and released net gains of $4.8$5.9 million in cost of products for the underlying sales that were recognized. Additionally, for the year ended December 31, 2022,2023, $2.8 million of net gains related to the amortization of forward points of $0.4 million were released from other comprehensive income and recognized in cost of products.goods sold. Based on the current valuation, the Company expectswe expect to reclassify net losses of $2.4$0.4 million related to foreign currency forward contracts from accumulated other comprehensive income into earnings during the next 12 months.
For the years ended December 31, 2022 and 2021, and 2020, the Companywe recognized net gains of $2.0 million and $2.4 million in accumulated other comprehensive loss related to forward currency forward contracts. For the years ended December 31, 2022 and $0.82021, we released net gains of $4.8 million and $1.7 million, respectively, ininto cost of goods sold related to foreign currency forward contracts.
Interest Rate Swap Contract and Cross-Currency Debt SwapContracts
The Company uses anWe used interest rate swapswaps in order to mitigate the risk of changes in interest rates associated with the Company’sour variable-rate Term Loan B, which was replaced by our 2023 Term Loan B as a part of our debt modification in March 2023 (see Note 7). As part of this modification, we entered into a termination agreement to unwind our existing interest rate swaps, and as a result, we received proceeds of $5.6 million. As of December 31, 2023, we have a deferred gain of $3.2 million recognized in other comprehensive income related to these proceeds, which will be amortized into interest expense over the remaining term of the contract.
In April 2023, we entered into interest rate swaps designated as cash flow hedges in order to mitigate the risk of interest rate fluctuations associated with our 2023 Term Loan B. Over the life of the 2023 Term Loan the CompanyB, we will receive variable interest payments from the counterparty lenders in exchange for fixed interest rate payments, which are made by the Company at 2.54% on the Term Loan,a weighted average rate of 3.36% across our interest rate swap contracts without exchange of the underlying notional amount. As of December 31, 2022 and 2021, notional amounts outstanding under the interest rate hedge contract were $192.3amount, which was $400.0 million and $194.3 million, respectively. During 2020, the Company unwound a cross-currency debt swap related to a euro-denominated intercompany loan and discontinued the hedge as forecasted transaction in connection with this loan was no longer probable of occurring. As a result, the Company released net gains of $11.1 million from accumulated other comprehensive income into other income (expense).
During the years ended December 31, 2022, 2021, and 2020, the Company recorded net gains in accumulated other comprehensive income of $14.2 million and $4.4 million, and a net loss of $12.9 million, respectively, related to the remeasurement of the interest rate swap contract. Of these amounts, net losses of $1.6 million, $4.8 million, and $3.9 million were released from accumulated other comprehensive loss and recognized in interest expense during the years ended December 31, 2022, 2021 and 2020, respectively. Based on the current valuation as of December 31, 2022, the Company expects to reclassify a net gain of $4.4 million related to the2023. Our interest rate swap contract from accumulated other comprehensive loss into earnings during the next 12 months.
During the year endedcontracts that were unwound as a part of our debt modification discussed above had a combined notional amount of $192.3 million at December 31, 2020, the Company recorded a net remeasurement gain of $15.1 million in accumulated other comprehensive loss in connection with the cross-currency debt swap, and released net gains of $18.5 million from accumulated other comprehensive loss into earnings as follows:
•$11.1 million related to the discontinuation of the cross-currency swap contract recognized in other income;
•$5.7 million related to foreign currency recognized in other income; and
•$1.7 million recognized in interest expense.2022.
The following tables summarize the net effect of all cash flow hedges on the consolidated financial statements for the years ended December 31, 2022, 2021, and 2020periods presented (in millions):
| | Gain (Loss) Recognized in Other Comprehensive Income
|
| Year Ended December 31, |
| | Gain (Loss) Recognized in Other Comprehensive Income
| | | | Gain (Loss) Recognized in Other Comprehensive Income
|
| | Year Ended December 31, | | | | Year Ended December 31, |
| Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | | 2022 | | 2021 | | 2020 | Derivatives designated as cash flow hedging instruments | | 2023 | | 2022 | | 2021 |
| Foreign currency forward contracts | Foreign currency forward contracts | | $ | 2.0 | | | $ | 2.4 | | | $ | 0.8 | |
| Cross-currency debt swap contracts | | — | | | — | | | 15.1 | |
| Interest rate swap agreements | | 14.2 | | | 4.4 | | | (12.9) | |
| | $ | 16.2 | | | $ | 6.8 | | | $ | 3.0 | |
| Interest rate swap contracts | |
| Interest rate swap contracts | |
| Interest rate swap contracts | |
| Total | |
| | Gain (Loss) Reclassified from Other Comprehensive Income into Earnings |
| Year Ended December 31, |
| | Gain (Loss) Reclassified from Other Comprehensive Income into Earnings | | | | Gain (Loss) Reclassified from Other Comprehensive Income into Earnings |
| | Year Ended December 31, | | | | Year Ended December 31, |
| Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | | 2022 | | 2021 | | 2020 | Derivatives designated as cash flow hedging instruments | | 2023 | | 2022 | | 2021 |
| Foreign currency forward contracts | Foreign currency forward contracts | | $ | 4.8 | | | $ | 1.7 | | | $ | 1.1 | |
| Cross-currency debt swap contracts | | — | | | — | | | 18.5 | |
| Interest rate swap agreements | | (1.6) | | | (4.8) | | | (3.9) | |
| | $ | 3.2 | | | $ | (3.1) | | | $ | 15.7 | |
| Interest rate swap contracts | |
| Interest rate swap contracts | |
| Interest rate swap contracts | |
| Total | |
Based on the current valuation as of December 31, 2023, we expect to reclassify a net gain of $5.2 million related to the interest rate swap contracts from accumulated other comprehensive loss into earnings during the next 12 months. Foreign Currency Forward Contracts Not Designated as Hedging Instruments
The Company usesWe use foreign currency forward contracts that are not designated as qualifying cash flow hedging instruments to mitigate theour exposure to fluctuations in foreign currency exchange rates due to the remeasurement of certain balance sheet payables and receivables denominated in foreign currencies, as well as gains and losses resulting from the translation of the operating results of the Company’sour international subsidiaries into U.S. dollars for financial reporting purposes. These contracts generally mature within 12 months from inception. As of December 31, 2023, 2022 2021 and 2020,2021, the notional amounts of the Company’sour foreign currency forward contracts used to mitigate the exposures discussed above were approximately $209.4 million, $162.9 million, and $67.8 million, and $81.6 million, respectively. The Company estimatesWe estimate the fair values of foreign currency forward contracts based on pricing models using current market rates, and recordsrecord all derivatives on itsour consolidated balance sheet at fair value, with changes in fair value recorded in theour consolidated statements of operations. Foreign currency forward contracts are classified under Level 2 of the fair value hierarchy (see Note 17).
The following table summarizes the location of net gains and losses for each type of our derivative contracts recognized in the consolidated statements of operations that were recognized duringfor the years ended December 31, 2022, 2021 and 2020, in addition to the derivative contract typeperiods presented (in millions):
| | Amount of Net Gain Recognized in Income on Derivative Instruments |
| | | | Amount of Net Gain Recognized in Income on Derivative Instruments | | | | | | Amount of Net Gain Recognized in Income on Derivative Instruments |
| Derivatives not designated as hedging instruments | Derivatives not designated as hedging instruments | | Location of Net Gain Recognized in Income on Derivative Instruments | | Years Ended December 31, | Derivatives not designated as hedging instruments | | Location of Net Gain Recognized in Income on Derivative Instruments | | Years Ended December 31, |
| 2022 | | 2021 | | 2020 | | | 2023 | | 2022 | | 2021 |
| Foreign currency forward contracts | Foreign currency forward contracts | | Other income, net | | $ | 44.5 | | | $ | 14.4 | | | $ | 2.2 | |
During the years ended December 31, 2023, 2022 and 2021, and 2020, the Companywe recognized net foreign currency transactional losses of $6.4 million, $18.3 million, and $6.4 million, and a net foreign currency transactional gain of $9.0 million, respectively, in itsour consolidated statements of operations.
Note 19. Accumulated Other Comprehensive Income (Loss)Loss
The following table details the amounts reclassified from accumulated other comprehensive income (loss)loss and foreign currency translation adjustments for the years ended December 31, 2022, 2021 and 2020periods presented below (in millions):
| | Derivative Instruments | | Foreign Currency Translation | | Total |
| Accumulated other comprehensive loss, January 1, 2020, after tax | $ | (4.2) | | | $ | (18.2) | | | $ | (22.4) | |
| Change in derivative instruments | 3.0 | | | — | | | 3.0 | |
| Net losses reclassified to cost of goods sold | (1.0) | | | — | | | (1.0) | |
| Net gains reclassified to other income (expense) | (16.8) | | | (16.8) | |
| Net losses reclassified to interest expense | 2.1 | | | 2.1 | |
| Income tax benefit on derivative instruments | 2.9 | | | — | | | 2.9 | |
| Foreign currency translation adjustments | — | | | 25.7 | | | 25.7 | |
| Accumulated other comprehensive loss, December 31, 2020, after tax | (14.0) | | | 7.5 | | | (6.5) | |
| Derivative Instruments | | | Derivative Instruments | | Foreign Currency Translation | | Total |
| Accumulated other comprehensive loss, January 1, 2021, after tax | |
| Change in derivative instruments | Change in derivative instruments | 6.9 | | | — | | | 6.9 | |
| Net gains reclassified to cost of goods sold | Net gains reclassified to cost of goods sold | (1.7) | | | — | | | (1.7) | |
| | Net losses reclassified to interest expense | Net losses reclassified to interest expense | 4.8 | | | — | | | 4.8 | |
| Income tax provision on derivative instruments | Income tax provision on derivative instruments | (1.6) | | | — | | | (1.6) | |
| Foreign currency translation adjustments | Foreign currency translation adjustments | — | | | (29.2) | | | (29.2) | |
| Accumulated other comprehensive loss, December 31, 2021, after tax | Accumulated other comprehensive loss, December 31, 2021, after tax | (5.6) | | | (21.7) | | | (27.3) | |
| Change in derivative instruments | Change in derivative instruments | 16.2 | | | — | | | 16.2 | |
| Net gains reclassified to cost of goods sold | Net gains reclassified to cost of goods sold | (4.8) | | | — | | | (4.8) | |
| | Net losses reclassified to interest expense | Net losses reclassified to interest expense | 1.6 | | | — | | | 1.6 | |
| Net losses reclassified to interest expense | |
| Net losses reclassified to interest expense | |
| Income tax provision on derivative instruments | Income tax provision on derivative instruments | (2.5) | | | — | | | (2.5) | |
| Foreign currency translation adjustments | Foreign currency translation adjustments | — | | | (44.7) | | | (44.7) | |
| Accumulated other comprehensive loss, December 31, 2022, after tax | Accumulated other comprehensive loss, December 31, 2022, after tax | $ | 4.9 | | | $ | (66.4) | | | $ | (61.5) | |
| Change in derivative instruments | |
| Net gains reclassified to cost of goods sold | |
| | Net gains reclassified to interest expense | |
| Net gains reclassified to interest expense | |
| Net gains reclassified to interest expense | |
| Income tax provision on derivative instruments | |
| Foreign currency translation adjustments | |
| Accumulated other comprehensive loss, December 31, 2023, after tax | |
Note 20. Segment Information
The Company hasWe have three operating and reportable segments:
•Topgolf, which is primarily comprised of service revenues and expenses from itsour Company-operated Topgolf venues, Toptracer ball-flight tracking technology, and WGT digital golf game;
•Golf Equipment, which is comprised of product revenues and expenses that encompass golf club and golf ball products, including Callaway Golf-branded woods, hybrids, irons, wedges, Odyssey putters, including Toulon Design putters by Odyssey, packaged sets, Callaway Golf and Strata-branded golf balls and sales of pre-owned golf clubs; and
•Active Lifestyle, which is comprised of product revenues and expenses for the Jack Wolfskin outdoor apparel, gear and accessories business, the TravisMathew golf and lifestyle apparel and accessories business, the Callaway soft goods business and the OGIO business, which consists of golf apparel and accessories (including golf bags and gloves)bags), and storage gear for sport and personal use. This segment also includes royalties from licensing of the Company’sour trademarks and service marks for various soft goods products. During the second quarter of 2022, the Companywe changed the name of itsour Apparel, Gear, and Other operating segment to Active Lifestyle. The segment name change had no impact on the composition of the Company’sour segments or on previously reported financial position, results of operations, cash flow or segment operating results.
There were no significantsignificant intersegment transactions during the years ended December 31, 2023, 2022, 2021, or 2020.2021.
The following table contains information utilized by management to evaluate itsour operating segments for the periods presented below (in millions):
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Net revenues: | | | | | |
Topgolf(1) | $ | 1,549.0 | | | $ | 1,087.6 | | | $ | — | |
| Golf Equipment | 1,406.6 | | | 1,229.2 | | | 982.7 | |
| Active Lifestyle | 1,040.1 | | | 816.6 | | | 606.8 | |
| Total net revenues | $ | 3,995.7 | | | $ | 3,133.4 | | | $ | 1,589.5 | |
| | | | | |
| Income (loss) before income taxes: | | | | | |
Topgolf(1) | $ | 76.8 | | | $ | 58.2 | | | $ | — | |
| Golf Equipment | 251.4 | | | 203.9 | | | 148.6 | |
| Active Lifestyle | 77.4 | | | 68.5 | | | 0.7 | |
| Total segment operating income | 405.6 | | | 330.6 | | | 149.3 | |
Reconciling Items(2) | (148.8) | | | (125.9) | | | (254.8) | |
| Total operating income (loss) | 256.8 | | | 204.7 | | | (105.5) | |
Gain on Topgolf investment(3) | — | | | 252.5 | | | — | |
| Interest expense, net | (142.8) | | | (115.6) | | | (46.9) | |
| Other income, net | 27.9 | | | 9.0 | | | 24.9 | |
| | | | | |
| Total income (loss) before income taxes | $ | 141.9 | | | $ | 350.6 | | | $ | (127.5) | |
| | | | | |
| | | | | |
| | | | | | | | | | | |
| December 31, |
| 2022 | | 2021 |
| Identifiable assets: | | | |
Topgolf(1) | $ | 5,302.0 | | | $ | 4,910.0 | |
| Golf Equipment | 1,340.0 | | | 1,107.6 | |
| Active Lifestyle | 1,034.0 | | | 840.5 | |
Reconciling items(2) | 914.4 | | | 889.7 | |
| Total identifiable assets | $ | 8,590.4 | | | $ | 7,747.8 | |
| | | |
| Additions to long-lived assets: | | | |
Topgolf(1) | $ | 490.4 | | | $ | 286.8 | |
| Golf Equipment | 13.8 | | | 30.7 | |
| Active Lifestyle | 22.4 | | | 21.0 | |
| Total additions to long-lived assets | $ | 526.6 | | | $ | 338.5 | |
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| Depreciation and amortization: | | | |
Topgolf(1) | $ | 143.8 | | | $ | 114.6 | |
| Golf Equipment | 20.7 | | | 14.1 | |
| Active Lifestyle | 28.3 | | | 27.1 | |
| Total depreciation and amortization | $ | 192.8 | | | $ | 155.8 | |
|
(1) On March 8, 2021, the Company completed the merger with Topgolf and has included the results of operations, identifiable assets, additions to long-lived assets, and depreciation and amortization of Topgolf in its consolidated statements of operations and statements of financial position from that date forward. |
(2) Reconciling items include corporate general and administrative expenses not utilized by management in determining segment profitability as well as the amortization and depreciation of acquired intangible assets and purchase accounting adjustments. The amount for 2022 also includes costs associated with the one-time implementation of new ERP systems installed at acquired companies, legal and credit agency fees related to a postponed debt refinancing, and impairment losses related to an underperforming premerger Topgolf concept location in addition to the suspension of business operations in Russia. The amount for 2021 also includes transaction, transition and other non-recurring costs associated with the merger with Topgolf and costs associated with the implementation of new IT systems for Jack Wolfskin. |
(3) The gain on Topgolf investment is related to the fair value step-up on the Company’s investment in Topgolf (see Note 6). |
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Net revenues: | | | | | |
Topgolf(1) | $ | 1,761.0 | | | $ | 1,549.0 | | | $ | 1,087.6 | |
| Golf Equipment | 1,387.5 | | | 1,406.6 | | | 1,229.2 | |
| Active Lifestyle | 1,136.3 | | | 1,040.1 | | | 816.6 | |
| Total net revenues | $ | 4,284.8 | | | $ | 3,995.7 | | | $ | 3,133.4 | |
| | | | | |
| Income before income taxes: | | | | | |
Topgolf(1) | $ | 108.8 | | | $ | 76.8 | | | $ | 58.2 | |
| Golf Equipment | 193.3 | | | 251.4 | | | 203.9 | |
| Active Lifestyle | 117.0 | | | 77.4 | | | 68.5 | |
| Total segment operating income | 419.1 | | | 405.6 | | | 330.6 | |
Reconciling Items(2) | (181.4) | | | (148.8) | | | (125.9) | |
| Total operating income | 237.7 | | | 256.8 | | | 204.7 | |
Gain on Topgolf investment(3) | — | | | — | | | 252.5 | |
| Interest expense, net | (210.2) | | | (142.8) | | | (115.6) | |
| Other income, net | 7.3 | | | 27.9 | | | 9.0 | |
| | | | | |
| Total income before income taxes | $ | 34.8 | | | $ | 141.9 | | | $ | 350.6 | |
| | | | | |
(1) On March 8, 2021, the Company completed the merger with Topgolf and has included the results of operations of Topgolf in its consolidated statements of operations and statements of financial position from that date forward. |
(2) Reconciling items in 2023 include corporate general and administrative expenses not utilized by management in determining segment profitability, including reorganization charges of $12.3 million incurred during the twelve months ended December 31, 2023 to reorganize our IT functions and improve the organizational structure in our Active Lifestyle and Topgolf Segments. As of December 31, 2023, our total liability in accrued employee costs and benefits related to the reorganization was $4.0 million. Reconciling items in 2023 and 2022 also include the amortization and depreciation of acquired intangible assets, purchase accounting adjustments related to acquisitions, non-recurring costs associated with the integration of new IT systems stemming from acquisitions, and costs related to a 2023 cybersecurity incident. In addition, reconciling items in 2022 and 2021 include legal and credit agency fees related to the postponement of our debt refinancing, and charges related to the suspension of our Jack Wolfskin retail business in Russia due to the Russia-Ukraine war and the closure of a pre-merger Topgolf concept location. The amount for 2021 also includes transaction, transition and other non-recurring costs associated with the merger with Topgolf and costs associated with the implementation of new IT systems for Jack Wolfskin. |
(3) The gain on Topgolf investment is related to the fair value step-up on the Company’s investment in Topgolf (see Note 4). |
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The Company markets its | | | | | | | | | | | |
| December 31, |
| 2023 | | 2022 |
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| Inventory: | | | |
| Topgolf | $ | 50.2 | | | $ | 38.2 | |
| Golf Equipment | 454.2 | | | 567.2 | |
| Active Lifestyle | 290.0 | | | 353.8 | |
| Total inventory | $ | 794.4 | | | $ | 959.2 | |
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| Property, Plant, & Equipment, net: | | | |
| Topgolf | $ | 1,963.0 | | | $ | 1,612.4 | |
| Golf Equipment | 102.5 | | | 106.5 | |
| Active Lifestyle | 91.0 | | | 90.7 | |
| Total property, plant, & equipment, net | $ | 2,156.5 | | | $ | 1,809.6 | |
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| Goodwill & Intangibles, net: | | | |
| Topgolf | $ | 2,427.6 | | | $ | 2,421.3 | |
| Golf Equipment | 621.5 | | | 620.6 | |
| Active Lifestyle | 445.1 | | | 445.5 | |
| Total goodwill & intangibles, net | $ | 3,494.2 | | | $ | 3,487.4 | |
| | | |
| Additions to long-lived assets: | | | |
| Topgolf | $ | 503.1 | | | $ | 490.4 | |
| Golf Equipment | 8.1 | | | 13.8 | |
| Active Lifestyle | 20.2 | | | 22.4 | |
| Corporate | 57.7 | | | 36.3 | |
| Total additions to long-lived assets | $ | 589.1 | | | $ | 562.9 | |
| | | |
| Depreciation and amortization: | | | |
| Topgolf | $ | 183.9 | | | $ | 143.8 | |
| Golf Equipment | 19.7 | | | 20.7 | |
| Active Lifestyle | 36.1 | | | 28.3 | |
| Total depreciation and amortization | $ | 239.7 | | | $ | 192.8 | |
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We market our products in the United States and internationally, with itsour principal international markets being Asia and Europe. The tables below contain information about the geographical areas in which the Company operates.we operate. Net revenues are attributed to the location to which the product was shipped. Long-lived assets are based on location of domicile.
| | 2022 | | 2021 | | 2020 |
| (in millions) |
| 2023 | | | 2023 | | 2022 | | 2021 |
| (in millions) | | | (in millions) |
| Net Revenues: | Net Revenues: | |
| United States | |
| United States | |
| United States | United States | $ | 2,798.0 | | | $ | 2,067.1 | | | $ | 778.6 | |
| Europe | Europe | 537.4 | | | 499.5 | | | 373.0 | |
| Asia | Asia | 545.4 | | | 465.5 | | | 212.1 | |
| Rest of World | Rest of World | 114.9 | | | 101.3 | | | 225.8 | |
| Total Net Revenues | Total Net Revenues | $ | 3,995.7 | | | $ | 3,133.4 | | | $ | 1,589.5 | |
| Long-Lived Assets(1) | |
| Long-Lived Assets | |
| Long-Lived Assets | |
| Long-Lived Assets | |
| United States | |
| United States | |
| United States | United States | $ | 1,729.0 | | | $ | 1,383.6 | | | $ | 116.5 | |
| Europe | Europe | 58.8 | | | 48.9 | | | 17.1 | |
| Asia | Asia | 18.8 | | | 7.2 | | | 6.0 | |
| Rest of World | Rest of World | 3.0 | | | 11.7 | | | 6.9 | |
| Total Long-Lived Assets | Total Long-Lived Assets | $ | 1,809.6 | | | $ | 1,451.4 | | | $ | 146.5 | |
| (1) In 2021, the Company re-evaluated its definition of long-lived assets to include property, plant and equipment. As a result, the information presented for 2020 was recast to conform with the current year presentation. |
