Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 20, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-10962 | ||
Entity Registrant Name | Topgolf Callaway Brands Corp. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 95-3797580 | ||
Entity Address, Address Line One | 2180 Rutherford Road | ||
Entity Address, City or Town | Carlsbad | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92008 | ||
City Area Code | 760 | ||
Local Phone Number | 931-1771 | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | ||
Trading Symbol | MODG | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,831,794,054 | ||
Entity Common Stock, Shares Outstanding | 185,300,620 | ||
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 2023 Annual Meeting of Shareholders, which is scheduled to be held on June 6, 2023. S uch 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. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000837465 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | Costa Mesa, California |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 180.2 | $ 352.2 |
Restricted cash | 19.1 | 1.2 |
Accounts receivable, less allowances of $10.8 million and $6.2 million, respectively | 167.3 | 105.3 |
Inventories | 959.2 | 533.5 |
Prepaid expenses | 57.1 | 54.2 |
Other current assets | 136 | 119.3 |
Total current assets | 1,518.9 | 1,165.7 |
Property, plant and equipment, net | 1,809.6 | 1,451.4 |
Operating lease right-of-use assets, net | 1,419.1 | 1,384.5 |
Tradenames and trademarks | 1,412.7 | 1,425.2 |
Other intangible assets, net | 91 | 103.4 |
Goodwill | 1,983.7 | 1,960.1 |
Other assets, net | 355.4 | 257.5 |
Total assets | 8,590.4 | 7,747.8 |
Current liabilities: | ||
Accounts payable and accrued expenses | 580 | 491.2 |
Accrued employee compensation and benefits | 135.2 | 128.9 |
Asset-based credit facilities | 219.3 | 9.1 |
Operating lease liabilities, short-term | 76.4 | 72.3 |
Construction advances | 35.4 | 22.9 |
Deferred revenue | 94.9 | 93.9 |
Other current liabilities | 35 | 47.7 |
Total current liabilities | 1,176.2 | 866 |
Long-term liabilities | ||
Long-term debt, net (Note 7) | 1,176.3 | 1,025.3 |
Operating lease liabilities, long-term | 1,437.5 | 1,385.4 |
Deemed landlord financing obligations, long-term | 658 | 460.6 |
Deferred taxes, net | 117.5 | 163.6 |
Other long-term liabilities | 250.6 | 164 |
Commitments and contingencies (Note 13) | ||
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 | 0 | 0 |
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 |
Additional paid-in capital | 3,012.7 | 3,051.6 |
Retained earnings | 852.5 | 682.2 |
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) |
Total shareholders’ equity | 3,774.3 | 3,682.9 |
Total liabilities and shareholders’ equity | $ 8,590.4 | $ 7,747.8 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 10.8 | $ 6.2 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 3,000,000 | 3,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 360,000,000 | 360,000,000 |
Common stock, shares issued (in shares) | 186,200,000 | 186,200,000 |
Common stock held in treasury (in shares) | 1,300,000 | 1,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total net revenues | $ 3,995.7 | $ 3,133.4 | $ 1,589.5 |
Costs and expenses: | |||
Other venue expenses | 1,076.9 | 731.5 | 0 |
Selling, general and administrative expense | 970.6 | 849.7 | 542.5 |
Research and development expense | 76.4 | 68 | 46.3 |
Goodwill and trade name impairment | 0 | 0 | 174.3 |
Venue pre-opening costs | 30.4 | 9.4 | 0 |
Total costs and expenses | 3,738.9 | 2,928.7 | 1,695 |
Income (loss) from operations | 256.8 | 204.7 | (105.5) |
Interest expense, net | (142.8) | (115.6) | (46.9) |
Gain on Topgolf investment | 0 | 252.5 | 0 |
Other income | 27.9 | 9 | 24.9 |
Income (loss) before income taxes | 141.9 | 350.6 | (127.5) |
Income tax (benefit) provision | (16) | 28.6 | (0.6) |
Net income (loss) | $ 157.9 | $ 322 | $ (126.9) |
Earnings (loss) per common share: | |||
Basic (in dollars per share) | $ 0.85 | $ 1.90 | $ (1.35) |
Diluted (in dollars per share) | $ 0.82 | $ 1.82 | $ (1.35) |
Weighted-average common shares outstanding: | |||
Basic (in shares) | 184.9 | 169.1 | 94.2 |
Diluted (in shares) | 201.3 | 176.9 | 94.2 |
Products | |||
Total net revenues | $ 2,465.5 | $ 2,058.7 | $ 1,589.5 |
Costs and expenses: | |||
Cost of products | 1,400.6 | 1,136.6 | 931.9 |
Services | |||
Total net revenues | 1,530.2 | 1,074.7 | 0 |
Costs and expenses: | |||
Cost of services, excluding depreciation and amortization | $ 184 | $ 133.5 | $ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 157.9 | $ 322 | $ (126.9) |
Other comprehensive income (loss): | |||
Change in derivative instruments | 13 | 10 | (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) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 157,900,000 | $ 322,000,000 | $ (126,900,000) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 192,800,000 | 155,800,000 | 39,500,000 |
Lease amortization expense | 94,200,000 | 80,000,000 | 32,700,000 |
Amortization of debt discount and issuance costs | 9,800,000 | 19,300,000 | 10,500,000 |
Impairment loss | 5,500,000 | 0 | 174,300,000 |
Deferred taxes, net | (31,000,000) | 8,400,000 | (12,500,000) |
Share-based compensation | 47,000,000 | 38,700,000 | 10,900,000 |
Gain on Topgolf investment | 0 | (252,500,000) | 0 |
Gain on conversion of note receivable | 0 | 0 | (1,300,000) |
Unrealized net losses on hedging instruments and foreign currency | 17,500,000 | 300,000 | 2,800,000 |
Acquisition costs | 0 | (16,200,000) | 0 |
Other | 10,900,000 | 12,000,000 | 300,000 |
Change in assets and liabilities, net of effect from acquisitions: | |||
Accounts receivable, net | (75,600,000) | 38,200,000 | 10,000,000 |
Inventories | (442,400,000) | (177,500,000) | 117,000,000 |
Leasing receivables | (22,200,000) | (22,900,000) | 0 |
Other assets | (20,700,000) | (51,700,000) | 19,800,000 |
Accounts payable and accrued expenses | 110,400,000 | 96,800,000 | (11,500,000) |
Deferred revenue | 800,000 | 24,900,000 | 1,300,000 |
Accrued employee compensation and benefits | 7,600,000 | 53,800,000 | (16,600,000) |
Payments on operating leases | (86,700,000) | (57,400,000) | (29,400,000) |
Income taxes receivable/payable, net | (11,400,000) | 8,800,000 | 2,000,000 |
Other liabilities | 500,000 | (2,500,000) | 5,300,000 |
Net cash (used in) provided by operating activities | (35,100,000) | 278,300,000 | 228,200,000 |
Cash flows from investing activities: | |||
Cash acquired in merger | 0 | 171,300,000 | 0 |
Capital expenditures | (532,300,000) | (322,300,000) | (39,200,000) |
Investment in golf-related ventures | 0 | (30,000,000) | (20,000,000) |
Acquisition of intangible assets | (3,200,000) | 0 | 0 |
Proceeds from sale of investment in golf-related ventures | 400,000 | 19,100,000 | 0 |
Net cash used in investing activities | (535,100,000) | (161,900,000) | (59,200,000) |
Cash flows from financing activities: | |||
Repayments of long-term debt | (96,600,000) | (200,700,000) | (12,400,000) |
Proceeds from borrowings on long-term debt | 176,800,000 | 26,200,000 | 37,700,000 |
Proceeds from (repayments of) credit facilities, net | 213,000,000 | (13,100,000) | (122,500,000) |
Proceeds from issuance of convertible notes | 0 | 0 | 258,800,000 |
Premium paid for capped call confirmations | 0 | 0 | (31,800,000) |
Debt issuance cost | (200,000) | (5,400,000) | (9,000,000) |
Payment on contingent earn-out obligation | (5,600,000) | (3,600,000) | 0 |
Repayments of financing leases | (2,700,000) | (800,000) | (800,000) |
Proceeds from lease financing | 175,700,000 | 89,200,000 | 0 |
Exercise of stock options | 700,000 | 22,300,000 | 200,000 |
Dividends paid | 0 | 0 | (1,900,000) |
Acquisition of treasury stock | (35,800,000) | (38,200,000) | (22,200,000) |
Net cash provided by (used in) financing activities | 425,300,000 | (124,100,000) | 96,100,000 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (9,400,000) | (700,000) | (5,700,000) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (154,300,000) | (8,400,000) | 259,400,000 |
Cash, cash equivalents and restricted cash at beginning of period | 357,700,000 | 366,100,000 | 106,700,000 |
Cash, cash equivalents and restricted cash at end of period | 203,400,000 | 357,700,000 | 366,100,000 |
Less: restricted cash | (23,200,000) | (5,500,000) | 0 |
Cash and cash equivalents at end of period | 180,200,000 | 352,200,000 | 366,100,000 |
Supplemental disclosures: | |||
Cash paid for income taxes, net | 28,100,000 | 9,400,000 | 3,100,000 |
Cash paid for interest and fees | 111,100,000 | 88,600,000 | 34,400,000 |
Non-cash investing and financing activities: | |||
Issuance of treasury stock and common stock for compensatory stock awards released from restriction | 29,000,000 | 18,500,000 | 19,800,000 |
Accrued capital expenditures | 40,500,000 | 50,200,000 | 1,500,000 |
Financed additions of capital expenditures | 163,200,000 | 107,100,000 | 0 |
Issuance of common stock in Topgolf merger | 0 | 2,650,200,000 | 0 |
Issuance of common stock related to convertible notes | $ 500,000 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Cash Flows [Abstract] | ||
Restricted cash, short-term | $ 19.1 | $ 1.2 |
Restricted cash, long-term | $ 4.1 | $ 4.3 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Restricted Stock | Options and Restricted Stock | Total | Common Stock | Common Stock Options and Restricted Stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital Restricted Stock | Additional Paid-in Capital Options and Restricted Stock | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive (Loss) Income | Treasury Stock |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 95,600,000 | ||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ (300) | $ 767,400 | $ 1,000 | $ 323,600 | $ 489,400 | $ (300) | $ (22,400) | $ (24,200) | |||||||
Treasury stock, balance at beginning of period (in shares) at Dec. 31, 2019 | 1,500,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Acquisition of treasury stock (in shares) | (1,100,000) | ||||||||||||||
Acquisition of treasury stock | $ (22,200) | $ (22,200) | |||||||||||||
Exercise of stock options | 200 | (400) | $ 600 | ||||||||||||
Compensatory awards released from restriction (in shares) | 1,200,000 | ||||||||||||||
Compensatory awards released from restriction | 0 | (19,800) | $ 19,800 | ||||||||||||
Share-based compensation | 10,900 | 10,900 | |||||||||||||
Stock dividends | (100) | (100) | |||||||||||||
Cash dividends | (1,900) | (1,900) | |||||||||||||
Foreign currency translation equity adjustment | 25,700 | 25,700 | |||||||||||||
Change in fair value of derivative instruments, net of tax | (9,800) | (9,800) | |||||||||||||
Equity component of convertible notes, net of issuance costs and tax | 57,100 | 57,100 | |||||||||||||
Capped call premium confirmations, net of tax | (24,500) | (24,500) | |||||||||||||
Net income (loss) | (126,900) | (126,900) | |||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 95,600,000 | ||||||||||||||
Balance at end of period at Dec. 31, 2020 | 675,600 | $ 1,000 | 346,900 | 360,200 | (6,500) | $ (26,000) | |||||||||
Treasury stock, balance at end of period (in shares) at Dec. 31, 2020 | 1,400,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Common stock issued during period (in shares) | 89,800,000 | 200,000 | |||||||||||||
Common stock issued during period | 2,650,200 | $ 0 | $ 900 | $ 0 | 2,649,300 | $ 0 | |||||||||
Acquisition of treasury stock (in shares) | (1,400,000) | ||||||||||||||
Acquisition of treasury stock | (38,100) | 400 | $ (38,500) | ||||||||||||
Exercise of stock options (in shares) | 600,000 | 900,000 | |||||||||||||
Exercise of stock options | 22,300 | 1,800 | $ 20,500 | ||||||||||||
Compensatory awards released from restriction (in shares) | 0 | 900,000 | |||||||||||||
Compensatory awards released from restriction | 0 | (18,500) | $ 18,500 | ||||||||||||
Share-based compensation | 38,700 | $ 33,000 | 38,700 | $ 33,000 | |||||||||||
Foreign currency translation equity adjustment | (29,200) | (29,200) | |||||||||||||
Change in fair value of derivative instruments, net of tax | 8,400 | 8,400 | |||||||||||||
Net income (loss) | $ 322,000 | 322,000 | |||||||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 186,200,000 | ||||||||||||||
Balance at end of period at Dec. 31, 2021 | $ (44,700) | 3,682,900 | $ 1,900 | 3,051,600 | $ (57,100) | 682,200 | $ 12,400 | (27,300) | $ (25,500) | ||||||
Treasury stock, balance at end of period (in shares) at Dec. 31, 2021 | 1,000,000 | 1,000,000 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2020-06 | ||||||||||||||
Acquisition of treasury stock (in shares) | (1,600,000) | ||||||||||||||
Acquisition of treasury stock | $ (35,800) | 300 | $ (36,100) | ||||||||||||
Exercise of stock options (in shares) | 100,000 | 100,000 | |||||||||||||
Exercise of stock options | $ 700 | (700) | $ 1,400 | ||||||||||||
Compensatory awards released from restriction (in shares) | 1,200,000 | ||||||||||||||
Compensatory awards released from restriction | 0 | (29,000) | $ 29,000 | ||||||||||||
Share-based compensation | 47,000 | 47,000 | |||||||||||||
Foreign currency translation equity adjustment | (44,700) | (44,700) | |||||||||||||
Change in fair value of derivative instruments, net of tax | 10,500 | 10,500 | |||||||||||||
Issuance of common stock related to convertible notes | 500 | 500 | |||||||||||||
Capped call transaction related to convertible note conversion | 0 | 100 | (100) | ||||||||||||
Net income (loss) | $ 157,900 | 157,900 | |||||||||||||
Balance at end of period (in shares) at Dec. 31, 2022 | 186,200,000 | ||||||||||||||
Balance at end of period at Dec. 31, 2022 | $ 3,774,300 | $ 1,900 | $ 3,012,700 | $ 852,500 | $ (61,500) | $ (31,300) | |||||||||
Treasury stock, balance at end of period (in shares) at Dec. 31, 2022 | 1,300,000 | 1,300,000 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2020 $ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Cash dividends (in dollars per share) | $ 0.02 |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | The Company and Basis of Presentation The Company Topgolf Callaway Brands Corp. (the “Company,” or “Topgolf Callaway Brands”), 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 its family of brand names which include Topgolf, Callaway Golf, Odyssey, TravisMathew, Jack Wolfskin, OGIO, Toptracer and World Golf Tour (“WGT”). The Company’s products and brands are reported under three operating segments: Topgolf, which includes the operations of the Company’s Topgolf business; Golf Equipment, which includes the operations of the Company’s golf clubs and golf balls business; and Active Lifestyle, which includes the operations of the Company’s 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 has 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, the Company changed the presentation of its financial statements and accompanying footnote disclosures from thousands to millions, therefore, certain prior year reported amounts may differ by an insignificant amount due to the nature 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. Fiscal Year End The Company’s 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’s Topgolf subsidiary changed its fiscal year end from a 52/53-week fiscal year, which ended on the Sunday closest to December 31, to a calendar year ending on December 31. Therefore, Topgolf financial information included in the Company’s 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 Company completed its merger with Topgolf) and ending January 2, 2022, respectively. For more information on the merger with Topgolf, see Note 6. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets 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 its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Examples of such 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. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or as new information becomes available. Revenue Recognition Product Revenue Product revenue is comprised of golf clubs, golf balls, lifestyle and outdoor apparel, gear and accessories and golf apparel and accessories. The Company recognizes revenue from the sale of products when it satisfies a performance obligation to a customer, and transfers 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 recognizes revenue at the point of sale on transactions with consumers at its 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 to 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 its trademarks and service marks to third parties for use on products such as golf apparel and footwear, practice aids and other golf accessories. 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. Revenues from gift cards are deferred and recognized when the cards are redeemed for products and/or services. The Company’s gift cards have no expiration date. Revenue from unredeemed gift cards is recognized 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 analyzes an aging of unredeemed cards (based on the date the card was last used or the activation date if the card has never been used) and compares that information with historical redemption trends. The Company uses this historical redemption rate to recognize breakage on unredeemed gift cards over the redemption period. The Company does 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 gift card revenues. Service Revenue Service revenue is comprised of revenue from the operation of its Topgolf venues consisting primarily of revenues from food and beverage sales, event deposits, fees charged for gameplay, purchases of game credits and membership fees. In addition, services revenues are recognized through the redemption of gift cards, sponsorship contracts, franchise fees, leasing revenue, the Company’s WGT digital golf game and non-refundable deposits for venue reservations. The Company’s food and beverage revenue is recognized at the time of sale. Event deposits received from guests attributable to food and beverage purchases 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 enters 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 The Company enters 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 recognized on non-cancelable sales-type lease agreements related to the licensing of Toptracer software and hardware to driving ranges and golf courses. See Note 4 for further discussion of the Company’s revenues. The Company’s WGT digital golf game is a service that allows players free gameplay via web and/or mobile gaming platforms and allows players the ability to purchase virtual currency within the game to obtain 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. Variable Consideration The Company offers certain discounts and promotions on its products and services. The amount of revenue the Company recognizes is based on the amount of consideration it expects 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 Company as 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, and sales program liability. The Company’s 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, 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 estimates 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 purchases, adjusted for any factors expected to affect the current year purchase levels. The estimated year-end rebate is adjusted quarterly based on actual purchase levels, 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 its Preferred Retailer Program has not been materially different from its estimates. The Company also offers 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 records a reduction to product revenues using this rate at the time of the sale. The Company monitors this rate against actual results and forecasted estimates and adjusts the rate as deemed necessary to reflect the amount of consideration it expects to receive from its customers. There were no material changes to the rate during the years ended December 31, 2022, 2021 and 2020. 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 original estimates. Product Warranty The Company 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. The Company’s policy is to 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’s 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’s warranty reserve amounts for the years ended December 31, 2022, 2021 and 2020 were $10.6 million, $11.0 million, and $9.4 million, respectively. Cost of Products The Company’s cost of products is comprised primarily of variable costs that fluctuate with sales volumes, including raw materials and component costs, merchandise from third parties, conversion costs including direct labor and manufacturing overhead, and inbound freight, duties, 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 include 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 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 cost of services primarily consists of food and beverage costs sold at Topgolf venues and transaction fees with respect to in-app purchases within the Company’s WGT digital golf game. In addition, cost of services includes costs associated with Topgolf’s Toptracer license agreements 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 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 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. Research and Development Expenses Research and development expenses are comprised of costs to design, develop, test or significantly improve the Company’s 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. Restricted cash is 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. Long-term restricted cash is included in other assets on the accompanying consolidated balance sheet as of December 31, 2022 and 2021. The following is a summary of 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 Allowance for Estimated Credit Losses The Company records 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 activities and considers future reasonable and supportable forecasts of economic conditions to adjust all general and customer specific reserve percentages as necessary. Balances recorded for estimated credit losses are written-off when they are determined to be uncollectible. Inventories The Company’s 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 utilizes the standard costing method, determined on the first-in, first-out basis, for its 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, includes finished goods, raw materials, labor and manufacturing overhead costs and work in process. Inventory for the Company’s 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. 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 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. All direct external costs and internal direct labor costs incurred to develop internal-use software during the 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 and training costs. 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. Leases 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 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’s sole discretion, or escalation clauses that increase the rent payments over the lease term. When deemed reasonably certain of exercise, the renewal 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 and leasehold improvements 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 greater than certain amounts, which are specified within the specific lease agreement. The Company recognizes contingent rent expense when it is probable that sales thresholds will be reached during the fiscal year. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating and Financing Leases The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If the Company determines that an arrangement is a lease or contains a lease, 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 Operating or Financing lease on the Company’s 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 uses 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 its incremental borrowing rate which is based on information available at the lease commencement date, including the lease term, and represents a rate the Company would incur to borrow an amount on a collateralized basis equal to the lease payments over a similar term and under similar economic conditions. 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. After the lease commencement date, lease expense is recognized as a single lease cost on a straight-line basis over the lease term for Operating leases, and amortization expense and interest expense is recognized over the lease term for Financing leases. 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 Obligations (DLF obligations) In certain leasing arrangements related to the Company’s Topgolf venues, and due to the Company’s involvement in the construction of leased assets, the Company is deemed to be 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. At the end of the construction period, the Company applies the sale-and-leaseback criteria to determine whether the underlying asset should be derecognized. When the application of the sale-and-leaseback guidance results in a sale, the asset and liability on the Company’s balance sheet are derecognized. When the application of the sale-and-leaseback guidance results in a failed sale, the asset remains on the Company’s balance sheet and is depreciated over its respective useful life or the lease term, whichever is shorter, and the liability is accounted for as a DLF obligation. These DLF obligations are generally non-cancelable leases with initial terms of 20 years containing various renewal options following the initial term and escalation clauses that increase the payments over the lease term. Sales-Type Leases With respect to the Company’s Toptracer operations, the Company enters into non-cancelable license agreements that combine software and hardware. These license agreements provide the customer the right to use Company-owned software and hardware products for a specified period, generally ranging from three nt value of payments over the non-cancelable term is recorded. Interest income on the leasing receivable is recognized over the term of the lease. The Company manages its risk on its sales-type leases through its pricing and through the terms of the leases. Any equipment returned to the Company as a result of a cancellation of a lease may be leased or sold to other customers, therefore risk associated with the Company’s sales-type leases is considered minimal. 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 tradenames 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 measured 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’s continuing business that were not acquired as a part of a business combination or asset acquisition, are expensed as incurred. Impairments The Company assesses potential impairments of its 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 would 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 Company would assess 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 when the carrying amount of a long-lived asset or asset group is determined to not be recoverable and exceeds its fair value. The Company performs an impairment assessment on its 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 Company may perform a qualitative assessment to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired. If after the qualitative assessment the Company determines it is more likely than not that the indefinite-lived intangible asset is not impaired, no quantitative fair value test is necessary. If after performing the qualitative assessment the Company concludes it is more likely than not that the fair value of the indefinite-lived intangible is less than its carrying amount, the Company will perform a quantitative fair value test to determine the fair value of the asset or reporting unit. To determine fair value, the Company uses discounted cash flow estimates, quoted market prices, royalty rates when available, and independent appraisals and valuation specialists when appropriate. The Company calculates impairment as the excess of the carrying value of goodwill and other indefinite-lived intangible assets over their estimated fair value. If the carrying value exceeds the estimate of the 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 on the goodwill and trade name associated with its Jack Wolfskin business. See Note 9 for further discussion of the Company’s impairment loss at Jack Wolfskin. Investments The Company determines the appropriate classification of its investments at the time of acquisition and reevaluates such classification at each balance sheet date. The Company has elected to apply the measurement alternative to investments that do not have readily determinable fair values. As such, these investments are measured at cost, and are evaluated for changes in fair value if there is an observable price change in an orderly transaction for an identical or similar investment. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the investment’s carrying value may not be recoverable. An impairment charge would be recognized when the carrying amount exceeds its fair value. See Note 10 for further discussion of the Company’s investments. Foreign Currency Translation and Transactions A significant portion of the Company’s 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’s financial results. Revenues and expenses that are denominated in foreign currencies are translated using the average exchange rate for the period. Assets and liabilities are translated using the rate of exchange 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 |
New Accounting Standards
New Accounting Standards | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Standards | New Accounting Standards Recent Accounting Standards In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. Early adoption is permitted. The Company is in the process of evaluating the impact that this ASU will have on its consolidated financial statements and 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 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 ASU requires the application of the if-converted method for 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 has adopted this standard as of January 1, 2022 under the modified retrospective method of transition. As such, prior period amounts have not been retrospectively adjusted. Adoption of the standard resulted in a reduction in additional paid-in capital of $57.1 million, an increase to long-term debt, net of $57.9 million, a decrease in the deferred taxes, net of $13.2 million and an increase in retained earnings of $12.4 million. Additionally, in periods when net income is reported, the Company will use the if-converted method for calculating diluted earnings per common share. Under 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). Prior to the adoption of ASU 2020-06, the Company 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 los s. 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 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. |
Leases | 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. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Revenue Recognition The Company primarily recognizes revenue from the sale of its products and the operation of its 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 contracts with customers for its products are generally in the form of a purchase order. In certain cases, the Company enters into sales agreements containing specific terms, discounts and allowances. The Company enters into licensing agreements with certain distributors and, with respect to the Company’s Toptracer operations, driving ranges and hospitality and entertainment venues. The following table presents the Company’s revenue disaggregated by major category and operating and reportable segment (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 — Total Topgolf $ 1,549.0 $ 1,087.6 $ — Golf Equipment: Golf club $ 1,097.1 $ 994.5 $ 787.1 Golf ball 309.5 234.7 195.6 Total Golf Equipment $ 1,406.6 $ 1,229.2 $ 982.7 Active Lifestyle: Apparel $ 631.7 $ 490.9 $ 349.3 Gear, accessories & other 408.4 325.7 257.5 Total Active Lifestyle $ 1,040.1 $ 816.6 $ 606.8 Total Consolidated $ 3,995.7 $ 3,133.4 $ 1,589.5 (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. Venue product sales at the Company’s Topgolf operating segment include the sale of golf clubs, golf balls, apparel, gear and accessories. During the years ended December 31, 2022 and 2021, venue product sales totaled $18.7 million and $12.9 million, respectively . Product and Service Revenue The Company sells its Golf Equipment products and Active Lifestyle products in the United States and internationally, with its principal international regions being Europe and Asia. Golf Equipment product sales are generally higher than Active Lifestyle sales in most regions other than in Europe, which has a higher concentration of Active Lifestyle sales due to the Jack Wolfskin business. Revenue from venues 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 and regions within Europe. The following table summarizes revenue by geographical areas in which the Company operates (in millions): Year Ended December 31, 2022 2021 2020 Revenue by Major Geographic Region (1) : United States $ 2,798.0 $ 2,067.1 $ 778.6 Europe 537.4 499.5 373.0 Asia 545.4 465.5 212.1 Rest of World 114.9 101.3 225.8 $ 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. Royalty 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 royalty income by operating segment (in millions): Year Ended December 31, 2022 2021 2020 Royalty Income: Topgolf $ 50.3 $ 37.3 $ — Active Lifestyle 26.6 30.9 21.8 Total $ 76.9 $ 68.2 $ 21.8 Deferred Revenue The Company’s 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, 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’s short-term deferred revenue balance (in millions): Year Ended December 31, 2022 2021 2020 Beginning Balance $ 93.9 $ 2.5 $ 2.2 Deferral of revenue 646.4 459.6 3.1 Revenue recognized (630.2) (360.2) (2.6) Breakage (19.0) (10.3) (0.2) Other/foreign currency translation 3.8 2.3 — Ending Balance $ 94.9 $ 93.9 $ 2.5 As of December 31, 2022 and December 31, 2021, the Company’s long-term deferred revenue balance was $3.2 million and $3.4 million, respectively, which is included in other long-term liabilities on the Company’s consolidated balance sheet. Variable Consideration The Company recognizes revenue based on the amount of consideration it expects to receive from customers for its products and services. The consideration is based on the sales price of the products and services 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 Company. These estimates are based on the amounts earned or expected to be claimed by customers. The following table provides a reconciliation of the activity related to the Company’s short-term sales program incentives for the periods presented (in millions): Year Ended December 31, 2022 2021 2020 Beginning Balance $ 23.3 $ 26.2 $ 20.3 Additions 35.7 32.5 39.9 Credits issued (32.9) (32.1) (34.7) Other/foreign currency translation (5.3) (3.3) 0.7 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. The 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’s sales return reserve (in millions): Year Ended December 31, 2022 2021 2020 Beginning Balance $ 47.4 $ 44.0 $ 29.0 Provision 128.4 91.0 106.2 Sales returns (120.4) (87.6) (91.2) Ending Balance $ 55.4 $ 47.4 $ 44.0 The cost recovery of inventory associated with the 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 million and $25.9 million, respectively. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | 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 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 2021 Net revenues $ 1,087.6 Net loss $ (29.6) |
Financing Arrangements
Financing Arrangements | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | Financing Arrangements The Company’s debt obligations are summarized as follows (in millions, except percentages): Maturity Date Interest Rate December 31, 2022 December 31, 2021 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 — Total Principal Amount $ 219.3 $ 9.1 Unamortized Debt Issuance Costs $ 0.9 $ 0.9 Balance Sheet Location Asset-based credit facilities $ 219.3 $ 9.1 Prepaid expenses $ 0.6 $ 0.9 Other long-term assets $ 0.3 $ — Maturity Date Interest Rate December 31, 2022 December 31, 2021 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 — Convertible Notes May 1, 2026 2.75% 258.3 258.8 Equipment Notes July 24, 2023 - December 27, 2027 2.36% - 5.93% 27.8 31.1 Mortgage Loans July 1, 2033 - July 29, 2036 9.75% - 11.31% 45.9 46.4 Financed Tenant Improvements February 1, 2035 8.00% 3.5 3.7 Total Principal Amount $ 1,214.4 $ 1,130.2 Less: Unamortized Debt Issuance Costs 24.3 85.8 Total Debt, net of Unamortized Debt Issuance Costs $ 1,190.1 $ 1,044.4 Balance Sheet Location Other current liabilities $ 13.8 $ 19.1 Long-term debt 1,176.3 1,025.3 $ 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. Interest expense related to the Company’s debt obligations and credit facilities, which is included in “Interest Expense, net” in the Consolidated Statement of Operations, is summarized as follows (in millions): 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 relies on its U.S. Asset-Based Revolving Credit Facility, 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. As of December 31, 2022, the Company’s available liquidity, which is comprised of cash on hand and amounts available under its U.S. and Japan facilities, after letters of credit and outstanding borrowings, was $415.3 million. U.S. Asset-Based Revolving Credit Facility The Company has an Asset-Based Revolving Credit facility with Bank of America, N.A. and other lenders, that provides a senior secured asset-based revolving credit facility of up to $400.0 million (the “ABL Facility”) which expires on May 17, 2024. On February 15, 2023, the Company amended the ABL Facility, temporarily increasing the maximum aggregate principal amount to $450.0 million. The additional $50.0 million, which is subject to the borrowing base availability described below, will be available during the four-month period commencing on February 15, 2023 and ending on June 15, 2023. Amounts outstanding under the ABL Facility are secured by certain assets, including cash (to the extent pledged by the Company), certain intellectual property, eligible real estate, and inventory and accounts receivable of the Company and certain of the Company’s subsidiaries in the United States, Germany, Canada, the Netherlands, and the United Kingdom. Amounts borrowed under the ABL Facility increase and decrease relative to the changes in the assets with which the facility is secured, and may be repaid and borrowed as needed with the entire outstanding principal amount due and payable on the maturity date. Restrictions under 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 is subject to compliance with a fixed charge coverage ratio covenant of at least 1.0:1.0 during, and continuing 30 days after any period in which the Company’s borrowing base availability, as amended, falls below 10% of the maximum facility amount. As of December 31, 2022, the Company’s borrowing base availability was above 10% of the maximum facility amount and the Company was in compliance with the fixed charge coverage ratio. The interest rate applicable to outstanding borrowings under the ABL Facility may fluctuate depending on the Company’s “Availability Ratio,” as defined in the loan and security agreement, as amended, that governs the ABL Facility, which is expressed as a percentage of (i) the average daily availability under the 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 ABL Facility are subject to a 0.25% fee per annum. During the year ended December 31, 2022, average outstanding borrowings for the 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-average interest rate applicable to its outstanding borrowings under the ABL Facility was 4.01% as of December 31, 2022. Japan ABL Facility The Company has an Asset-Based Revolving Credit facility with the Bank of Tokyo-Mitsubishi UFJ (the “Japan ABL Facility”) which provides a line of credit to the Company’s Japan subsidiary of up to 6.0 billion Yen (or $45.8 million), subject to borrowing base availability under the facility, and is secured by certain assets, including eligible inventory and accounts receivable of the Company’s Japan subsidiary which are subject to certain restrictions and covenants related to certain pledged assets and financial performance metrics. As of December 31, 2022 the Company’s remaining borrowing base availability under the Japan ABL Facility was 1.0 billion Yen (or $7.6 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. Term Loan B The Company has a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. and other lenders which provides for a Term Loan B (the “Term Loan”) in an original aggregate principal amount of $480.0 million, which was issued less $9.6 million in issuance discounts and other transaction fees. 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 the 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 interest at a rate per annum equal to, at the Company’s option, either (i) an alternate base rate determined by the highest of the (a) the Bank of America prime rate, (b) the federal funds effective rate plus 0.50%, (c) the adjusted one-month LIBOR rate plus 1.00%, 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). The Credit Agreement also contains certain covenants and restrictions applicable to the Company and its restricted subsidiaries, including limitations on the incurrence of additional debt, liens, investments, mergers, dividends, and other restricted payments, as well as customary events of default. The Term Loan is not subject to any financial covenants. The Term Loan is guaranteed by the Company’s direct and indirect domestic restricted subsidiaries other than certain excluded subsidiaries, and is secured by substantially all of the assets of the Company and such subsidiary guarantors. Principal payments of $1.2 million are due quarterly on the loan with an option for prepayment of any outstanding amounts in whole or in part without a premium or penalty. Additionally, the Company utilizes an 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”). Borrowings under the Topgolf Credit Facilities accrue interest at a rate per annum equal to, at the Company’s option, either (i) an alternate base rate determined by reference to the highest of (a) the prime rate of JPMorgan Chase Bank, N.A., (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%), in each case plus an 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. Convertible Notes In May 2020, the Company issued $258.8 million of Convertible Senior Notes, which bear interest at a rate of 2.75% per annum on the principal amount, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020. The Convertible Notes mature on May 1, 2026, unless earlier redeemed or repurchased by the Company or converted. The Convertible Notes are structurally subordinated 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 its 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’s 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 is not a holder thereof) preferred equity, if any, of the Company’s 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’s Convertible Notes elected to convert $0.5 million of Convertible Notes into 25,602 shares of the Company’s common stock. The Convertible Notes were converted at a conversion rate of 56.8 shares of the Company’s 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 Company entered into privately negotiated capped call transactions with certain counterparties (“Capped Calls”). The Capped Calls cover the aggregate number of shares of the Company’s common stock that initially underlie the Convertible Notes, and are generally expected to reduce potential dilution and/or offset any cash payments the Company is 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 per share. 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. 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 has long-term financing agreements (the “Equipment Notes”) with various lenders which it uses in order to invest in certain of its facilities and information technology equipment. The loans are secured by the relative underlying equipment. Mortgage Loans The Company has three mortgage loans related to its 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. Aggregate Amount of Long-Term Debt Maturities The following table presents the Company’s combined aggregate amount of maturities and minimum principal repayment obligations for the Company’s long-term debt over the next five years and thereafter as of December 31, 2022. (in millions) 2023 $ 17.7 2024 126.6 2025 14.4 2026 1,007.8 2027 3.0 Thereafter 44.9 1,214.4 Less: Unamortized Debt Issuance Costs 24.3 Total $ 1,190.1 As of December 31, 2022, the Company was in compliance with all of its financial covenants and reporting requirements under the terms of its short-term and long-term credit facilities and long-term debt mentioned above, as applicable. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Common Share | 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 units and performance share units 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 units and performance share units 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. Options, Restricted Stock Units and Performance Share Units For the year ended December 31, 2022, approximately 1.3 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 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) Balance at December 31, 2021 $ 1,340.7 $ 531.1 $ 88.3 $ 1,960.1 Acquisitions 14.3 0.2 1.5 16.0 Foreign currency translation and other 8.6 (1.0) — 7.6 Balance at December 31, 2022 $ 1,363.6 $ 530.3 $ 89.8 $ 1,983.7 Additions to goodwill during the year ended December 31, 2022 are related to 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 as of December 31, 2022 is 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’s reporting units, trade names and trademarks, significantly exceeded their carrying values for the years ended December 31, 2022 and 2021. 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 intangible assets by major asset class (in millions, except useful life years): Useful December 31, 2022 Gross Accumulated Amortization Translation Adjustment Net Book 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 December 31, 2021 Gross Accumulated Amortization Translation Adjustment Net Book 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 There were no impairment losses recognized on the Company’s indefinite-lived intangible assets during the years ended December 31, 2022 and 2021. The Company recognized amortization expense related to intangible assets of $15.2 million, $13.0 million , and $5.1 million for the years ended December 31, 2022, 2021 and 2020, respectively, which is recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. 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 11.1 2025 11.1 2026 11.0 2027 10.7 Thereafter 24.2 Total $ 82.1 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Investments | Investments Investment in Full Swing In connection with the merger with Topgolf, the Company acquired an ownership interest of less than 20.0% in Full Swing, which owns an indoor golf simulation technology that delivers golf ball tracking data and measures ball flight indoors. The investment is accounted for at cost less impairments, and adjusted for observable changes in fair value. As of December 31, 2022 and December 31, 2021, the value of the Company’s investment in Full Swing was $9.3 million. This investment is included in other assets on the Company’s consolidated balance sheets. Investment in Five Iron Golf |
Selected Financial Data
Selected Financial Data | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Selected Financial Statement Information [Abstract] | |
Selected Financial Data | 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 Inventories: Finished goods $ 770.1 $ 415.4 Work in process 1.2 1.3 Raw materials 181.5 111.7 Food and beverage 6.4 5.1 $ 959.2 $ 533.5 December 31, 2022 December 31, 2021 Other Current Assets: Credit card receivables $ 40.1 $ 31.2 Sales return reserve cost recovery asset 25.5 25.9 VAT/Sales tax receivable 17.2 19.5 Other current assets 53.2 42.7 $ 136.0 $ 119.3 December 31, 2022 December 31, 2021 Property, plant and equipment, net: Estimated Useful Life Land $ 160.4 $ 134.2 Buildings and leasehold improvements 10 - 40 years 1,196.7 858.6 Machinery and equipment 5 - 10 years 248.8 204.3 Furniture, computer hardware and equipment 3 - 5 years 299.1 211.2 Internal-use software 3 - 5 years 109.9 81.6 Production molds 2 - 5 years 9.1 8.0 Construction-in-process 271.6 286.7 2,295.6 1,784.6 Less: Accumulated depreciation 486.0 333.2 $ 1,809.6 $ 1,451.4 The Company recorded depreciation expense of $177.6 million, $142.8 million, and $34.4 million for the years ended December 31, 2022, 2021, and 2020, respectively (in millions). December 31, 2022 December 31, 2021 Accounts payable and accrued expenses: Accounts payable $ 159.1 $ 138.7 Accrued expenses 160.9 226.8 Accrued inventory 260.0 125.7 $ 580.0 $ 491.2 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s 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 United States $ 97.8 $ 295.3 $ 68.9 Foreign 44.1 55.3 (196.4) $ 141.9 $ 350.6 $ (127.5) The expense (benefit) for income taxes is comprised of (in millions): Years Ended December 31, 2022 2021 2020 Current tax provision: Federal $ 9.8 $ 2.9 $ 1.7 State 5.7 2.3 1.5 Foreign 6.4 14.6 5.3 21.9 19.8 8.5 Deferred tax expense (benefit): Federal (42.6) 11.0 8.6 State 7.9 7.2 5.2 Foreign (3.2) (9.4) (22.9) (37.9) 8.8 (9.1) Income tax (benefit) provision $ (16.0) $ 28.6 $ (0.6) On March 8, 2021, the Company acquired Topgolf through a non-taxable stock acquisition in a share exchange. The purchase price of Topgolf at acquisition was $3,014.2 million . The Company recorded a deferred tax liability of $250.0 million related to the acquired intangibles, offset by $118.0 million of other acquired 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 determination 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, a decrease in valuation allowances accrued of $2.8 million, and a discrete income tax benefit of $15.0 million during the three months ended March 31, 2022. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows (in millions): December 31, 2022 2021 Deferred tax assets: Operating loss carryforwards $ 135.9 $ 149.9 Tax credit carryforwards 57.3 64.3 ASC Topic 842 lease liability 441.6 396.4 Deemed landlord financing 167.5 115.1 Other 90.3 72.7 Total deferred tax assets 892.6 798.4 Valuation allowance for deferred tax assets (100.2) (120.5) Deferred tax assets, net of valuation allowance 792.4 677.9 Deferred tax liabilities: Basis difference related to fixed assets (146.6) (105.5) Basis difference related to intangible assets with an indefinite life (332.4) (331.2) ASC Topic 842 ROU assets (414.7) (375.7) Other (0.1) (7.9) Total deferred tax liabilities (893.8) (820.3) Net deferred tax assets (liabilities) are shown on the accompanying consolidated balance sheets as follows: Non-current deferred tax assets 16.1 21.2 Non-current deferred tax liabilities (117.5) (163.6) Net deferred tax (liabilities)/ assets $ (101.4) $ (142.4) The net change in net deferred taxes in 2022 of $41.0 million is primarily comprised the release of valuation allowances on the Company’s 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 Company generating sufficient taxable income during the periods in which the temporary differences become realizable. In accordance with the applicable accounting rules, the Company maintains 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 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. These estimates are based on the Company’s best judgment at the time made based on current and projected circumstances and conditions. The Company has evaluated all available positive and negative evidence and as a result of the Topgolf merger and the fact that Topgolf’s losses exceed the Company’s income in recent years, the Company has determined that it is not more likely than not that a portion of its U.S. deferred tax assets 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 it is possible that within the next 12 months sufficient positive evidence may become available to allow management to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred 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. As of December 31, 2022, the Company had federal and state income tax credit carryforwards of $46.6 million and $29.0 million , respectively, which will expire if unused at various dates beginning on December 31, 2026. Such carryforwards expire as follows (in millions): U.S. foreign tax credit $ 2.0 2027-2032 U.S. research tax credit $ 8.4 2026-2042 U.S. business tax credits $ 36.2 2035-2042 State investment tax credits $ 2.3 Do not expire State research tax credits - definite lived $ 1.4 2031-2034 State research tax credits - indefinite lived $ 25.3 Do not expire As of December 31, 2022, the Company had federal and state net operating loss (“NOLs”) and interest expense carryforwards of $544.1 million and $17.3 million, respectively. Such carryforwards expire as follows (in millions): U.S. loss carryforwards - definite lived $ 96.8 2028-2037 U.S. interest expense carryforwards - indefinite lived $ 17.3 Do not expire U.S. loss carryforwards - indefinite lived $ 215.9 Do not expire State loss carryforwards $ 231.4 2023-2040 The Company’s ability to utilize the NOLs and credits to offset future taxable income may be deferred or limited significantly if the Company 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’s stock by “5-percent shareholders” (as defined in the Code) that exceeds 50 percentage points over a rolling three-year period. The Company 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’s federal NOLs and credits are limited to an annual Section 382 limitation on the utilization of its tax attributes. This change is not expected to have any material effect on the Company’s 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’s 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 Statutory U.S. tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of U.S. tax benefit 7.1 % 2.1 % (4.1) % Foreign income taxed at other than U.S. statutory rate (8.9) % (3.3) % 7.0 % Federal tax credits (8.7) % (2.0) % 2.8 % Goodwill impairment — % — % (24.5) % Revaluation of Company stock attributable to Topgolf merger — % (15.1) % — % Other non-deductible expenses 1.0 % 0.7 % (1.7) % Non-deductible compensation 4.5 % 1.4 % (0.7) % U.S. Foreign tax inclusion 1.0 % 0.5 % (0.4) % Foreign derived intangible income deduction (3.0) % (2.1) % 1.1 % Stock compensation excess tax benefits — % (1.6) % 1.4 % Impact of uncertain tax positions (0.8) % (2.2) % (1.6) % Change in deferred tax valuation allowance (23.0) % 7.8 % (0.7) % Other (1.5) % 1.0 % 0.8 % Effective tax rate (11.3) % 8.2 % 0.4 % A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): 2022 2021 2020 Balance at January 1 $ 26.6 $ 28.3 $ 26.0 Additions based on tax positions related to the current year 1.7 1.7 3.1 Additions for tax positions of prior years 1.2 0.5 0.5 Reductions for tax positions of prior years (1.5) (0.9) (0.2) Settlement of tax audits — (2.7) — Current year acquisitions — 6.7 — Reductions due to lapsed statute of limitations (1.8) (7.0) (1.1) Balance at December 31 $ 26.2 $ 26.6 $ 28.3 As of December 31, 2022, the gross liability for income taxes associated with uncertain tax benefits was $26.2 million. This liability could be reduced by $5.3 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 million of deferred taxes. The net amount of $10.6 million, if recognized, would affect the Company’s financial statements and favorably affect the Company’s effective income tax rate. The Company does not expect changes to the unrecognized tax benefits in the next 12 months to have a material impact on its results of operations or its financial position. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company recognized a tax benefit of $0.3 million, $0.6 million, and $0.4 million, for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, the gross amount of accrued interest and penalties included in income taxes payable in the accompanying consolidated balance sheets was $2.9 million and $3.2 million, respectively. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is generally no longer subject to income tax examinations by tax authorities in its 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 2016 and prior South Korea 2016 and prior United Kingdom 2018 and prior As of December 31, 2022, the Company had $180.5 million of undistributed foreign earnings and profits. Pursuant to the Tax Act, the Company’s 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 has 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 invested earnings on the Company’s overall tax liability to be insignificant. For jurisdictions in which the Company is not permanently reinvested, the Company has estimated and accrued $1.8 million for the net impact on the Company’s overall tax liability. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Commitments & Contingencies Legal Matters The Company is subject to routine legal claims, proceedings, and investigations associated with the normal conduct of its business activities, including commercial disputes and employment matters. The Company also receives from time to time information claiming that products sold by the Company 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, which could adversely affect the Company’s overall ability to protect its product designs and ultimately limit its future success in the marketplace. Additionally, the Company is occasionally subject to non-routine claims, proceedings, or investigations. The Company regularly assesses such matters to determine the degree of probability that the Company 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’s financial statements if it is probable the Company will incur a loss and the amount of the loss can be reasonably estimated. Historically, the claims, proceedings, and investigations brought against the Company, individually and in the aggregate, have not had a material adverse effect on the Company’s 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 Company cannot assure that it will be able to successfully defend itself in those matters, or that any amounts accrued in relation to a potential loss are sufficient. Unconditional Purchase Obligations 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 below approximate the minimum purchase obligations the Company is 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, the minimum obligation that the Company is required to pay under these agreements over the next five years as follows (in millions): 2023 $ 47.2 2024 17.5 2025 9.0 2026 8.4 2027 1.8 $ 83.9 The Company’s 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 million is not reflected in this total. These commitments are generally outstanding for periods less than a year. See Note 4 for further information . Other Contingent Contractual Obligations During its normal course of business, the Company has 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’s customers and licensees in connection with the use, sale and/or license of Company 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 Company 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 has consulting agreements that provide for payment of nominal fees upon the issuance of patents and/or the commercialization of research results. The Company has also issued guarantees in the form of standby letters of credit of $11.6 million as of December 31, 2022. 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 Company could be obligated to make. Historically, costs incurred to settle claims related to indemnities have not been material to the Company’s financial position, results of operations or cash flows. In addition, the Company believes the likelihood is remote that payments under the commitments and guarantees described above will have a material effect on the Company’s consolidated financial statements. The fair value of indemnities, commitments and guarantees that the Company issued during the year ended and as of December 31, 2022 was not material to the Company’s financial position, results of operations or cash flows. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Capital Stock | Capital Stock Common Stock and Preferred Stock As 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 of common stock are entitled to one vote for each share of common stock on all matters submitted to a vote of the Company’s shareholders. Although to date no shares of 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 thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the Company. 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 the Company’s shareholders. Treasury Stock and Stock Repurchases In May 2022, the Company’s Board of Directors authorized a $100.0 million share repurchase program (the “2022 Repurchase Program”) under which the Company is authorized to repurchase shares of its common stock in the open market or in private transactions, subject to the Company’s assessment of market conditions and repurchase opportunities. The 2022 Repurchase Program does not require the Company to acquire a specific number of shares and will remain in effect until completed or until terminated by the Company’s Board of Directors. As of December 31, 2022, no repurchases have been made 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’s repurchase programs are made in accordance with the terms and conditions of the Company’s ABL Facility and long-term debt, which limit the amount of stock that can be repurchased. In addition to the aforementioned repurchase programs, the Company may repurchase shares in relation to the settlement 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 obligations in connection with the vesting and settlement of employee restricted stock unit awards and performance share unit awards, for a total cost of $10.9 million. |
Stock Plans and Share-Based Com
Stock Plans and Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Plans and Share-Based Compensation | Stock Plans and Share-Based Compensation Equity Compensation Plans and Replacement Awards As of December 31, 2022, the Company had three shareholder approved stock plans under which shares were available for equity-based awards; the 2004 Incentive Plan, the 2013 Non-Employee Directors Stock Incentive Plan (the “2013 Directors Plan”) and the Callaway Golf Company 2022 Incentive Plan (the “2022 Incentive Plan”). The Company 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’s merger with Topgolf on March 8, 2021. The 2021 Inducement Plan has substantially the same terms as the Company’s 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 Company 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’s officers, employees, consultants and certain other non-employees who provide services to the Company. 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’s 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’s officers, employees, consultants and certain other non-employees who provide services to the Company. 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’s officers, employees, consultants, eligible directors serving on the Company’s Board of Directors and certain other non-employees who provide services to the Company. All grants under the 2022 Incentive Plan are discretionary. Directors may receive a one-time grant upon their initial appointment to the Company’s 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 also 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’s plans as of December 31, 2022 (in millions): Authorized Available (1) Outstanding (2) 2004 Incentive Plan 33.0 — 2.9 2013 Directors Plan 1.0 — — 2021 Inducement Plan 1.3 — 0.5 2022 Incentive Plan 16.0 16.1 0.1 Topgolf Equity Compensation Plans and Option Agreement 3.4 — 1.9 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. Stock Options There were no stock options granted in 2022 or 2020. In 2021 the Company granted 3.2 million stock options related to the replacement awards that were issued in connection with the Company’s merger with Topgolf on March 8, 2021, which 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’s stock option activities for the year ended December 31, 2022 (in millions, except per share amounts and contractual term): Options Number of Weighted- Weighted- Aggregate 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 The following table summarizes information related to outstanding stock options as of December 31, 2022 (in millions, except option price and remaining life amounts): Weighted Average Range of Option Prices Options Outstanding Remaining Life (Years) Exercise Price $6.52 to $35.14 1.9 3.72 $26.97 As of December 31, 2022, there was $0.5 million of unamortized compensation expense related to stock options granted to employees under the Company’s share-based payment plans. The total 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. Cash received from the exercise of stock options for the years ended December 31, 2022, 2021 and 2020 was $0.7 million, $22.3 million and $0.2 million, respectively. 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- 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 replacement awards for the year ended December 31, 2022 (in millions, except fair value amounts): Restricted Stock Awards Units Weighted- 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. 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 represents the activity for performance based awards during the year ended December 31, 2022 (in millions, except fair value amounts): Performance Share Units Units Weighted- 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. The total fair value of all performance based awards vested during 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 related to all performance-based awards was $35.3 million, which is expected to be recognized over a weighted-average period of 1.42 years. Share-Based Compensation Expense The table below summarizes amounts recognized for share-based compensation related to grants of RSUs, PRSUs and stock options in the Company’s 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 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plans The Company has two voluntary deferred compensation plans under Section 401(k) of the Internal Revenue Code (the “Callaway Golf 401(k) Plan” and the “Topgolf 401(k) Plan”) for employees who satisfy the age and service requirements under each respective plan. Callaway Golf 401(k) Plan Under the Callaway Golf 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 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, 2022, 2021 and 2020, Company matching contributions under the plan were $4.1 million, $3.3 million and $1.1 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 Company contributes annually an amount equal to 50% of the participant’s contribution, up to 6% of the employees eligible compensation, for a maximum 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 Company amended the Topgolf 401(k) Plan (as amended, the “2022 Topgolf 401(k) Plan”). Under the 2022 Topgolf 401(k) Plan, the Company contributes 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, 2022 and 2021, Company matching contributions under the plan were $7.2 million and $2.7 million, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value Measurements The Company measures its 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. 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’s 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, 2021 (in millions): Fair Level 2 December 31, 2022 Foreign currency forward contracts—asset position $ 0.2 $ 0.2 Foreign currency forward contracts—liability position (5.4) (5.4) 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) There were no transfers of financial instruments between the levels of the fair value hierarchy during the years ended December 31, 2022 and 2021. 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’s financial liabilities, and is provided for comparative purposes only relative to the carrying values of the Company’s financial instruments recognized in the consolidated balance sheets as of December 31, 2022 and consolidated balance sheets as of December 31, 2021 (in millions): December 31, 2022 December 31, 2021 Carrying Fair Carrying Fair 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 $ — $ — Convertible Notes $ 258.3 $ 337.7 $ 258.8 $ 444.4 Equipment Notes $ 27.8 $ 23.6 $ 31.1 $ 30.2 Mortgage Loans $ 45.9 $ 55.3 $ 46.4 $ 52.3 Non-recurring Fair Value Measurements The Company measures certain assets at fair value on a non-recurring basis at least annually or more frequently if impairment indicators are present. These assets include long-lived assets, goodwill, non-amortizing intangible assets and investments that are written down to fair value when they are held for sale or determined to be impaired. During the year ended December 31, 2022, the Company recognized 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 highest and best use of these assets. The impairment was included in other venue expenses in the Company’s consolidated statements of operations during the year ended December 31, 2022, and was categorized within Level 3 of the fair value hierarchy. The Company did not recognize any impairments during the year ended December 31, 2021. |
Derivatives and Hedging
Derivatives and Hedging | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | 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’s derivative instruments as well as the location of the asset and/or liability on the consolidated balance sheets as of December 31, 2022 and December 31, 2021 (in millions): Fair Value of 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 December 31, Balance Sheet Location 2022 2021 Derivatives designated as cash flow hedging instruments: Foreign currency forward contracts Accounts payable and accrued expenses $ 2.6 $ — Interest rate swap contracts Accounts payable and accrued expenses — 4.1 Interest rate swap contracts Other long-term liabilities — 4.6 2.6 8.7 Derivatives not designated as hedging instruments: Foreign currency forward contracts Accounts payable and accrued expenses 2.8 0.2 Total liability position $ 5.4 $ 8.9 The Company’s derivative instruments are subject to a master netting agreement with each respective counterparty bank and are therefore net settled at their maturity date. Although the Company has the legal right of offset under the master netting agreements, the Company has 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, 2022 and 2021. Cash Flow Hedging Instruments Foreign Currency Forward Contracts The Company uses foreign currency derivatives 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. As of December 31, 2022 and December 31, 2021, the notional amounts of the Company’s foreign currency forward contracts designated as cash flow hedging instruments were approximately $100.0 million and $3.3 million, respectively. During the year ended December 31, 2022, the Company recorded net gains of $2.0 million in accumulated other comprehensive loss related to foreign currency forward contracts, and released net gains of $4.8 million in cost of products for the underlying sales that were recognized. Additionally, for the year ended December 31, 2022, 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. Based on the current valuation, the Company expects to reclassify net losses of $2.4 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, 2021 and 2020, the Company recognized net gains of $2.4 million and $0.8 million, respectively, in cost of goods sold related to foreign currency forward contracts. Interest Rate Swap Contract and Cross-Currency Debt Swap The Company uses an interest rate swap in order to mitigate the risk of changes in interest rates associated with the Company’s variable-rate Term Loan (see Note 7). Over the life of the Term Loan, the Company will receive variable interest payments from the counterparty lenders in exchange for fixed interest rate payments made by the Company at 2.54% on the Term Loan, without exchange of the underlying notional amount. As of December 31, 2022 and 2021, notional amounts outstanding under the interest rate hedge contract were $192.3 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 the interest rate swap contract from accumulated other comprehensive loss into earnings during the next 12 months. During the year ended 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. 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 2020 (in millions): Gain (Loss) Recognized in Other Comprehensive Income Year Ended December 31, Derivatives designated as cash flow hedging instruments 2022 2021 2020 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 Gain (Loss) Reclassified from Other Comprehensive Income into Earnings Year Ended December 31, Derivatives designated as cash flow hedging instruments 2022 2021 2020 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 Foreign Currency Forward Contracts Not Designated as Hedging Instruments The Company uses foreign currency forward contracts that are not designated as qualifying cash flow hedging instruments to mitigate the 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’s international subsidiaries into U.S. dollars for financial reporting purposes. These contracts generally mature within 12 months from inception. As of December 31, 2022, 2021 and 2020, the notional amounts of the Company’s foreign currency forward contracts used to mitigate the exposures discussed above were approximately $162.9 million, $67.8 million, and $81.6 million, respectively. The Company estimates the fair values of foreign currency forward contracts based on pricing models using current market rates, and records all derivatives on its consolidated balance sheet at fair value, with changes in fair value recorded in the 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 in the consolidated statements of operations that were recognized during the years ended December 31, 2022, 2021 and 2020, in addition to the derivative contract type (in millions): Amount of Net Gain Recognized in Income on Derivative Instruments Derivatives not designated as hedging instruments Location of Net Gain Recognized in Income on Derivative Instruments Years Ended December 31, 2022 2021 2020 Foreign currency forward contracts Other income, net $ 44.5 $ 14.4 $ 2.2 During the years ended December 31, 2022, 2021 and 2020, the Company recognized net foreign currency transactional losses of $18.3 million and $6.4 million, and a net foreign currency transactional gain of $9.0 million, respectively, in its consolidated statements of operations. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The following table details the amounts reclassified from accumulated other comprehensive income (loss) and foreign currency translation adjustments for the years ended December 31, 2022, 2021 and 2020 (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) Change in derivative instruments 6.9 — 6.9 Net gains reclassified to cost of goods sold (1.7) — (1.7) Net losses reclassified to interest expense 4.8 — 4.8 Income tax provision on derivative instruments (1.6) — (1.6) Foreign currency translation adjustments — (29.2) (29.2) Accumulated other comprehensive loss, December 31, 2021, after tax (5.6) (21.7) (27.3) Change in derivative instruments 16.2 — 16.2 Net gains reclassified to cost of goods sold (4.8) — (4.8) Net losses reclassified to interest expense 1.6 — 1.6 Income tax provision on derivative instruments (2.5) — (2.5) Foreign currency translation adjustments — (44.7) (44.7) Accumulated other comprehensive loss, December 31, 2022, after tax $ 4.9 $ (66.4) $ (61.5) |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company has three operating and reportable segments: • Topgolf, which is primarily comprised of service revenues and expenses from its 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 • Activ e 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), and storage gear for sport and personal use. This segment also includes royalties from licensing of the Company’s trademarks and service marks for various soft goods products. 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. There were no significant intersegment transactions during the years ended December 31, 2022, 2021, or 2020. The following table contains information utilized by management to evaluate its 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 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). The Company markets its products in the United States and internationally, with its principal international markets being Asia and Europe. The tables below contain information about the geographical areas in which the Company operates. 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) Net Revenues: United States $ 2,798.0 $ 2,067.1 $ 778.6 Europe 537.4 499.5 373.0 Asia 545.4 465.5 212.1 Rest of World 114.9 101.3 225.8 Total Net Revenues $ 3,995.7 $ 3,133.4 $ 1,589.5 Long-Lived Assets (1) United States $ 1,729.0 $ 1,383.6 $ 116.5 Europe 58.8 48.9 17.1 Asia 18.8 7.2 6.0 Rest of World 3.0 11.7 6.9 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company has 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, the Company changed the presentation of its financial statements and accompanying footnote disclosures from thousands to millions, therefore, certain prior year reported amounts may differ by an insignificant amount due to the nature 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. |
Fiscal Year End | Fiscal Year End The Company’s 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’s Topgolf subsidiary changed its fiscal year end from a 52/53-week fiscal year, which ended on the Sunday closest to December 31, to a calendar year ending on December 31. Therefore, Topgolf financial information included in the Company’s 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 Company completed its merger with Topgolf) and ending January 2, 2022, respectively. For more information on the merger with Topgolf, see Note 6. |
Principles of Consolidation | Principles of ConsolidationThe accompanying consolidated financial statements include the accounts of the Company and its domestic and foreign subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets 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 its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Examples of such 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. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or as new information becomes available. |
Revenue Recognition | Revenue Recognition Product Revenue Product revenue is comprised of golf clubs, golf balls, lifestyle and outdoor apparel, gear and accessories and golf apparel and accessories. The Company recognizes revenue from the sale of products when it satisfies a performance obligation to a customer, and transfers 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 recognizes revenue at the point of sale on transactions with consumers at its 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 to 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 its trademarks and service marks to third parties for use on products such as golf apparel and footwear, practice aids and other golf accessories. 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. Revenues from gift cards are deferred and recognized when the cards are redeemed for products and/or services. The Company’s gift cards have no expiration date. Revenue from unredeemed gift cards is recognized 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 analyzes an aging of unredeemed cards (based on the date the card was last used or the activation date if the card has never been used) and compares that information with historical redemption trends. The Company uses this historical redemption rate to recognize breakage on unredeemed gift cards over the redemption period. The Company does 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 gift card revenues. Service Revenue Service revenue is comprised of revenue from the operation of its Topgolf venues consisting primarily of revenues from food and beverage sales, event deposits, fees charged for gameplay, purchases of game credits and membership fees. In addition, services revenues are recognized through the redemption of gift cards, sponsorship contracts, franchise fees, leasing revenue, the Company’s WGT digital golf game and non-refundable deposits for venue reservations. The Company’s food and beverage revenue is recognized at the time of sale. Event deposits received from guests attributable to food and beverage purchases 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 enters 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 The Company enters 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 recognized on non-cancelable sales-type lease agreements related to the licensing of Toptracer software and hardware to driving ranges and golf courses. See Note 4 for further discussion of the Company’s revenues. The Company’s WGT digital golf game is a service that allows players free gameplay via web and/or mobile gaming platforms and allows players the ability to purchase virtual currency within the game to obtain 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. Variable Consideration The Company offers certain discounts and promotions on its products and services. The amount of revenue the Company recognizes is based on the amount of consideration it expects 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 Company as 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, and sales program liability. The Company’s 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, 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 estimates 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 purchases, adjusted for any factors expected to affect the current year purchase levels. The estimated year-end rebate is adjusted quarterly based on actual purchase levels, 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 its Preferred Retailer Program has not been materially different from its estimates. The Company also offers 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 records a reduction to product revenues using this rate at the time of the sale. The Company monitors this rate against actual results and forecasted estimates and adjusts the rate as deemed necessary to reflect the amount of consideration it expects to receive from its customers. There were no material changes to the rate during the years ended December 31, 2022, 2021 and 2020. 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 original estimates. Product Warranty The Company 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. The Company’s policy is to 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’s 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’s warranty reserve amounts for the years ended December 31, 2022, 2021 and 2020 were $10.6 million, $11.0 million, and $9.4 million, respectively. Cost of Products The Company’s cost of products is comprised primarily of variable costs that fluctuate with sales volumes, including raw materials and component costs, merchandise from third parties, conversion costs including direct labor and manufacturing overhead, and inbound freight, duties, 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 include 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 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 cost of services primarily consists of food and beverage costs sold at Topgolf venues and transaction fees with respect to in-app purchases within the Company’s WGT digital golf game. In addition, cost of services includes costs associated with Topgolf’s Toptracer license agreements 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 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 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) | 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. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are comprised of costs to design, develop, test or significantly improve the Company’s products and technology and primarily include employee costs of personnel engaged in research and development activities, research costs and depreciation expense. |
Business Combinations | 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 | Advertising CostsThe 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. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents and Restricted CashCash equivalents are highly liquid investments purchased with original maturities of three months or less. Restricted cash is 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. Long-term restricted cash is included in other assets on the accompanying consolidated balance sheet as of December 31, 2022 and 2021. |
Allowance for Estimated Credit Losses | Allowance for Estimated Credit Losses The Company records 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 activities and considers future reasonable and supportable forecasts of economic conditions to adjust all general and customer specific reserve percentages as necessary. Balances recorded for estimated credit losses are written-off when they are determined to be uncollectible. |
Inventories | Inventories The Company’s 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 utilizes the standard costing method, determined on the first-in, first-out basis, for its 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, includes finished goods, raw materials, labor and manufacturing overhead costs and work in process. Inventory for the Company’s 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 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. 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 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. All direct external costs and internal direct labor costs incurred to develop internal-use software during the 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 and training costs. 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. |
Leases | Leases 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 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’s sole discretion, or escalation clauses that increase the rent payments over the lease term. When deemed reasonably certain of exercise, the renewal 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 and leasehold improvements 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 greater than certain amounts, which are specified within the specific lease agreement. The Company recognizes contingent rent expense when it is probable that sales thresholds will be reached during the fiscal year. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating and Financing Leases The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If the Company determines that an arrangement is a lease or contains a lease, 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 Operating or Financing lease on the Company’s 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 uses 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 its incremental borrowing rate which is based on information available at the lease commencement date, including the lease term, and represents a rate the Company would incur to borrow an amount on a collateralized basis equal to the lease payments over a similar term and under similar economic conditions. 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. After the lease commencement date, lease expense is recognized as a single lease cost on a straight-line basis over the lease term for Operating leases, and amortization expense and interest expense is recognized over the lease term for Financing leases. 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. |
Leases | Deemed Landlord Financing Obligations (DLF obligations) In certain leasing arrangements related to the Company’s Topgolf venues, and due to the Company’s involvement in the construction of leased assets, the Company is deemed to be 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. At the end of the construction period, the Company applies the sale-and-leaseback criteria to determine whether the underlying asset should be derecognized. When the application of the sale-and-leaseback guidance results in a sale, the asset and liability on the Company’s balance sheet are derecognized. When the application of the sale-and-leaseback guidance results in a failed sale, the asset remains on the Company’s balance sheet and is depreciated over its respective useful life or the lease term, whichever is shorter, and the liability is accounted for as a DLF obligation. These DLF obligations are generally non-cancelable leases with initial terms of 20 years containing various renewal options following the initial term and escalation clauses that increase the payments over the lease term. Sales-Type Leases three |
Goodwill and Intangible Assets | 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 tradenames 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 measured 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’s continuing business that were not acquired as a part of a business combination or asset acquisition, are expensed as incurred. Impairments The Company assesses potential impairments of its 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 would 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 Company would assess 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 when the carrying amount of a long-lived asset or asset group is determined to not be recoverable and exceeds its fair value. The Company performs an impairment assessment on its 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 Company may perform a qualitative assessment to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired. If after the qualitative assessment the Company determines it is more likely than not that the indefinite-lived intangible asset is not impaired, no quantitative fair value test is necessary. If after performing the qualitative assessment the Company concludes it is more likely than not that the fair value of the indefinite-lived intangible is less than its carrying amount, the Company will perform a quantitative fair value test to determine the fair value of the asset or reporting unit. To determine fair value, the Company uses discounted cash flow estimates, quoted market prices, royalty rates when available, and independent appraisals and valuation specialists when appropriate. The Company calculates impairment as the excess of the carrying value of goodwill and other indefinite-lived intangible assets over their estimated fair value. If the carrying value exceeds the estimate of the 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 on the goodwill and trade name associated with its Jack Wolfskin business. See Note 9 for further discussion of the Company’s impairment loss at Jack Wolfskin. |
Investments | Investments The Company determines the appropriate classification of its investments at the time of acquisition and reevaluates such classification at each balance sheet date. The Company has elected to apply the measurement alternative to investments that do not have readily determinable fair values. As such, these investments are measured at cost, and are evaluated for changes in fair value if there is an observable price change in an orderly transaction for an identical or similar investment. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the investment’s carrying value may not be recoverable. An impairment charge would be recognized when the carrying amount exceeds its fair value. See Note 10 for further discussion of the Company’s investments. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions A significant portion of the Company’s 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’s financial results. Revenues and expenses that are denominated in foreign currencies are translated using the average exchange rate for the period. Assets and liabilities are translated using the rate of exchange 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’s 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 | Derivatives and Hedging In order to mitigate the impact of foreign currency translation on transactions and changes in interest rates, the Company uses foreign currency forward contracts and interest rate hedge contracts. The contracts are measured at fair value and are recorded as either assets or liabilities on the consolidated balance sheet. Contracts which satisfy certain criteria and are elected for hedge accounting treatment may be 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 as designated cash flow hedges are recorded as a component of accumulated other comprehensive income and released into 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 recorded in earnings immediately as a component of other income. The Company 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 estimates the fair value of its 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’s financial instruments. |
Share-Based Compensation | Share-Based Compensation The Company may grant restricted stock units and awards, performance-based awards, stock options and stock appreciation rights, and other equity-based awards to its officers, employees, consultants and other non-employees who provide services to the Company under its stock incentive plans. The Company measures and recognizes share-based compensation expense for employees and non-employees based on estimated fair values, net of estimated forfeitures. Estimated forfeitures are based on historical experience and forfeiture trends. If actual forfeiture rates 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. Restricted Stock Awards and Restricted Stock Units 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’s common stock on the date of grant multiplied by the number of shares of restricted stock granted. Compensation expense, net of estimated forfeitures, is recognized on a straight-line basis over a vesting period of three Performance Based Restricted Share Unit Awards The Company grants 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, which 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 re initially valued using a Monte Carlo simulation which utilizes the stock volatility, dividend yield and a market correlation of the Company and the Company’s 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 Stock Options Stock options are granted at exercise prices no less than the Company’s closing 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 records 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’s share-based compensation. |
Income Taxes | Income Taxes Current income tax expense 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 maintains 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 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. These estimates are based on the Company’s best judgment at the time made based on current and projected circumstances and conditions. 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 in come 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. See Note 12 for further discussion of the Company’s income taxes. |
Other Income, Net | Other Income, NetOther income, net primarily includes gains and losses on foreign currency forward contracts, cross-currency swap contracts and foreign currency transactions. |
Concentration of Risk | Concentration of Risk On a consolidated basis, no single customer accounted for more than 10% of the Company’s consolidated revenues in 2022, 2021 or 2020. The Company’s top five customers accounted for approximately 12% of the Company’s consolidated revenues in 2022, 13% in 2021, and 20% in 2020. The Company’s 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 customers accounted for approximately 26%, 24% and 25% of total consolidated Golf Equipment sales in 2022, 2021, and 2020, respectively; and • Active Lifestyle customers accounted for approximately 17% of total consolidated Active Lifestyle sales in both 2022 and 2021, and 12% in 2020. With respect to the Company’s trade receivables, the Company performs ongoing credit evaluations of its customers’ financial condition and generally does not require collateral from these customers. The Company maintains reserves for estimated credit losses, which it considers adequate to cover any such losses. At December 31, 2022 and 2021, one customer represented 17% and 11%, respectively, of the Company’s 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 this international business, the Company is exposed to increased risks inherent in conducting business outside of the United States. The Company is dependent on a limited number of suppliers for its clubheads and shafts, some of which are single sourced. Furthermore, some of the Company’s products require specially developed manufacturing techniques and processes which make it difficult to identify and utilize alternative suppliers quickly. The Company also depends on a single or a limited number of suppliers for the materials it uses to make its golf balls. Many of these materials are customized for the Company. The Company’s 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 hedge contracts. From time to time, the Company invests its excess cash in money market accounts and short-term U.S. government securities and has established guidelines relative to diversification and maturities in an effort to maintain safety and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates. The Company enters into foreign currency forward contracts for the purpose of hedging foreign exchange rate exposures on existing or anticipated transactions, and interest rate hedge contracts for the purpose of hedging interest rate exposures on its term loan facility. In the event of a failure to honor one of these contracts by one of the banks with which the Company has contracted, management believes any loss would be limited to the exchange rate differential from the time the contract was entered into until the time it was settled. The Company’s hedging contracts are subject to a master netting agreement with each respective counterparty bank and are therefore net settled. |
Recent Accounting Standards and Adoption of New Accounting Standards | Recent Accounting Standards In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. Early adoption is permitted. The Company is in the process of evaluating the impact that this ASU will have on its consolidated financial statements and 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 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 ASU requires the application of the if-converted method for 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 has adopted this standard as of January 1, 2022 under the modified retrospective method of transition. As such, prior period amounts have not been retrospectively adjusted. Adoption of the standard resulted in a reduction in additional paid-in capital of $57.1 million, an increase to long-term debt, net of $57.9 million, a decrease in the deferred taxes, net of $13.2 million and an increase in retained earnings of $12.4 million. Additionally, in periods when net income is reported, the Company will use the if-converted method for calculating diluted earnings per common share. Under 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). Prior to the adoption of ASU 2020-06, the Company 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 los s. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Cash, Cash Equivalents and Restricted Cash | The following is a summary of 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 |
Components of Other Income, Net | The components of other income, net are as follows (in millions): 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 1.7 1.0 1.9 Other income, net $ 27.9 $ 9.0 $ 24.9 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Sales-Type Lease, Revenue | 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. |
Sales-Type Lease, Lease Receivable, Maturity | 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 |
Supplemental Balance Sheet Information Related to Leases | 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 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 |
Components of Lease Expense and Other Information Related to Leases | 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 % 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 Lease Obligations | 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 |
Future Minimum Lease Obligations | 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 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 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition [Abstract] | |
Disaggregation of Revenue | The following table presents the Company’s revenue disaggregated by major category and operating and reportable segment (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 — Total Topgolf $ 1,549.0 $ 1,087.6 $ — Golf Equipment: Golf club $ 1,097.1 $ 994.5 $ 787.1 Golf ball 309.5 234.7 195.6 Total Golf Equipment $ 1,406.6 $ 1,229.2 $ 982.7 Active Lifestyle: Apparel $ 631.7 $ 490.9 $ 349.3 Gear, accessories & other 408.4 325.7 257.5 Total Active Lifestyle $ 1,040.1 $ 816.6 $ 606.8 Total Consolidated $ 3,995.7 $ 3,133.4 $ 1,589.5 (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. The following table summarizes revenue by geographical areas in which the Company operates (in millions): Year Ended December 31, 2022 2021 2020 Revenue by Major Geographic Region (1) : United States $ 2,798.0 $ 2,067.1 $ 778.6 Europe 537.4 499.5 373.0 Asia 545.4 465.5 212.1 Rest of World 114.9 101.3 225.8 $ 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. Year Ended December 31, 2022 2021 2020 Royalty Income: Topgolf $ 50.3 $ 37.3 $ — Active Lifestyle 26.6 30.9 21.8 Total $ 76.9 $ 68.2 $ 21.8 |
Reconciliation of Activity Related to Short-term Deferred Revenue | The following table provides a reconciliation of activity related to the Company’s short-term deferred revenue balance (in millions): Year Ended December 31, 2022 2021 2020 Beginning Balance $ 93.9 $ 2.5 $ 2.2 Deferral of revenue 646.4 459.6 3.1 Revenue recognized (630.2) (360.2) (2.6) Breakage (19.0) (10.3) (0.2) Other/foreign currency translation 3.8 2.3 — Ending Balance $ 94.9 $ 93.9 $ 2.5 |
Reconciliation Of Short Term Sales Program Incentives | The following table provides a reconciliation of the activity related to the Company’s short-term sales program incentives for the periods presented (in millions): Year Ended December 31, 2022 2021 2020 Beginning Balance $ 23.3 $ 26.2 $ 20.3 Additions 35.7 32.5 39.9 Credits issued (32.9) (32.1) (34.7) Other/foreign currency translation (5.3) (3.3) 0.7 Ending Balance $ 20.8 $ 23.3 $ 26.2 |
Sales Returns and Allowances | The following table provides a reconciliation of the activity related to the Company’s sales return reserve (in millions): Year Ended December 31, 2022 2021 2020 Beginning Balance $ 47.4 $ 44.0 $ 29.0 Provision 128.4 91.0 106.2 Sales returns (120.4) (87.6) (91.2) Ending Balance $ 55.4 $ 47.4 $ 44.0 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 | 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) 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 2021 Net revenues $ 1,087.6 Net loss $ (29.6) |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company’s debt obligations are summarized as follows (in millions, except percentages): Maturity Date Interest Rate December 31, 2022 December 31, 2021 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 — Total Principal Amount $ 219.3 $ 9.1 Unamortized Debt Issuance Costs $ 0.9 $ 0.9 Balance Sheet Location Asset-based credit facilities $ 219.3 $ 9.1 Prepaid expenses $ 0.6 $ 0.9 Other long-term assets $ 0.3 $ — Maturity Date Interest Rate December 31, 2022 December 31, 2021 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 — Convertible Notes May 1, 2026 2.75% 258.3 258.8 Equipment Notes July 24, 2023 - December 27, 2027 2.36% - 5.93% 27.8 31.1 Mortgage Loans July 1, 2033 - July 29, 2036 9.75% - 11.31% 45.9 46.4 Financed Tenant Improvements February 1, 2035 8.00% 3.5 3.7 Total Principal Amount $ 1,214.4 $ 1,130.2 Less: Unamortized Debt Issuance Costs 24.3 85.8 Total Debt, net of Unamortized Debt Issuance Costs $ 1,190.1 $ 1,044.4 Balance Sheet Location Other current liabilities $ 13.8 $ 19.1 Long-term debt 1,176.3 1,025.3 $ 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. |
Schedule Of Interest Expense, Debt | Interest expense related to the Company’s debt obligations and credit facilities, which is included in “Interest Expense, net” in the Consolidated Statement of Operations, is summarized as follows (in millions): 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 |
Schedule of Aggregate Amount of Maturities for Debt | The following table presents the Company’s combined aggregate amount of maturities and minimum principal repayment obligations for the Company’s long-term debt over the next five years and thereafter as of December 31, 2022. (in millions) 2023 $ 17.7 2024 126.6 2025 14.4 2026 1,007.8 2027 3.0 Thereafter 44.9 1,214.4 Less: Unamortized Debt Issuance Costs 24.3 Total $ 1,190.1 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Earnings Per Share | 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | 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) Balance at December 31, 2021 $ 1,340.7 $ 531.1 $ 88.3 $ 1,960.1 Acquisitions 14.3 0.2 1.5 16.0 Foreign currency translation and other 8.6 (1.0) — 7.6 Balance at December 31, 2022 $ 1,363.6 $ 530.3 $ 89.8 $ 1,983.7 |
Intangible Assets by Major Asset Class | The following sets forth the intangible assets by major asset class (in millions, except useful life years): Useful December 31, 2022 Gross Accumulated Amortization Translation Adjustment Net Book 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 December 31, 2021 Gross Accumulated Amortization Translation Adjustment Net Book 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 |
Amortization Expense Related to Intangible Assets | 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 11.1 2025 11.1 2026 11.0 2027 10.7 Thereafter 24.2 Total $ 82.1 |
Selected Financial Data (Tables
Selected Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Selected Financial Statement Information [Abstract] | |
Selected Financial Statement Information | Selected financial data as of the dates presented below is as follows (in millions, except useful life data): December 31, 2022 December 31, 2021 Inventories: Finished goods $ 770.1 $ 415.4 Work in process 1.2 1.3 Raw materials 181.5 111.7 Food and beverage 6.4 5.1 $ 959.2 $ 533.5 December 31, 2022 December 31, 2021 Other Current Assets: Credit card receivables $ 40.1 $ 31.2 Sales return reserve cost recovery asset 25.5 25.9 VAT/Sales tax receivable 17.2 19.5 Other current assets 53.2 42.7 $ 136.0 $ 119.3 December 31, 2022 December 31, 2021 Property, plant and equipment, net: Estimated Useful Life Land $ 160.4 $ 134.2 Buildings and leasehold improvements 10 - 40 years 1,196.7 858.6 Machinery and equipment 5 - 10 years 248.8 204.3 Furniture, computer hardware and equipment 3 - 5 years 299.1 211.2 Internal-use software 3 - 5 years 109.9 81.6 Production molds 2 - 5 years 9.1 8.0 Construction-in-process 271.6 286.7 2,295.6 1,784.6 Less: Accumulated depreciation 486.0 333.2 $ 1,809.6 $ 1,451.4 December 31, 2022 December 31, 2021 Accounts payable and accrued expenses: Accounts payable $ 159.1 $ 138.7 Accrued expenses 160.9 226.8 Accrued inventory 260.0 125.7 $ 580.0 $ 491.2 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Before Income Tax Provision (Benefit) | The Company’s 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 United States $ 97.8 $ 295.3 $ 68.9 Foreign 44.1 55.3 (196.4) $ 141.9 $ 350.6 $ (127.5) |
Expense (Benefit) for Income Taxes | The expense (benefit) for income taxes is comprised of (in millions): Years Ended December 31, 2022 2021 2020 Current tax provision: Federal $ 9.8 $ 2.9 $ 1.7 State 5.7 2.3 1.5 Foreign 6.4 14.6 5.3 21.9 19.8 8.5 Deferred tax expense (benefit): Federal (42.6) 11.0 8.6 State 7.9 7.2 5.2 Foreign (3.2) (9.4) (22.9) (37.9) 8.8 (9.1) Income tax (benefit) provision $ (16.0) $ 28.6 $ (0.6) |
Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows (in millions): December 31, 2022 2021 Deferred tax assets: Operating loss carryforwards $ 135.9 $ 149.9 Tax credit carryforwards 57.3 64.3 ASC Topic 842 lease liability 441.6 396.4 Deemed landlord financing 167.5 115.1 Other 90.3 72.7 Total deferred tax assets 892.6 798.4 Valuation allowance for deferred tax assets (100.2) (120.5) Deferred tax assets, net of valuation allowance 792.4 677.9 Deferred tax liabilities: Basis difference related to fixed assets (146.6) (105.5) Basis difference related to intangible assets with an indefinite life (332.4) (331.2) ASC Topic 842 ROU assets (414.7) (375.7) Other (0.1) (7.9) Total deferred tax liabilities (893.8) (820.3) Net deferred tax assets (liabilities) are shown on the accompanying consolidated balance sheets as follows: Non-current deferred tax assets 16.1 21.2 Non-current deferred tax liabilities (117.5) (163.6) Net deferred tax (liabilities)/ assets $ (101.4) $ (142.4) |
Credit Carryforward Expiry | As of December 31, 2022, the Company had federal and state income tax credit carryforwards of $46.6 million and $29.0 million , respectively, which will expire if unused at various dates beginning on December 31, 2026. Such carryforwards expire as follows (in millions): U.S. foreign tax credit $ 2.0 2027-2032 U.S. research tax credit $ 8.4 2026-2042 U.S. business tax credits $ 36.2 2035-2042 State investment tax credits $ 2.3 Do not expire State research tax credits - definite lived $ 1.4 2031-2034 State research tax credits - indefinite lived $ 25.3 Do not expire |
Net Operating Losses Expiry | As of December 31, 2022, the Company had federal and state net operating loss (“NOLs”) and interest expense carryforwards of $544.1 million and $17.3 million, respectively. Such carryforwards expire as follows (in millions): U.S. loss carryforwards - definite lived $ 96.8 2028-2037 U.S. interest expense carryforwards - indefinite lived $ 17.3 Do not expire U.S. loss carryforwards - indefinite lived $ 215.9 Do not expire State loss carryforwards $ 231.4 2023-2040 |
Reconciliation of Effective Tax Rate on Income or Loss and Statutory Tax Rate | 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 Statutory U.S. tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of U.S. tax benefit 7.1 % 2.1 % (4.1) % Foreign income taxed at other than U.S. statutory rate (8.9) % (3.3) % 7.0 % Federal tax credits (8.7) % (2.0) % 2.8 % Goodwill impairment — % — % (24.5) % Revaluation of Company stock attributable to Topgolf merger — % (15.1) % — % Other non-deductible expenses 1.0 % 0.7 % (1.7) % Non-deductible compensation 4.5 % 1.4 % (0.7) % U.S. Foreign tax inclusion 1.0 % 0.5 % (0.4) % Foreign derived intangible income deduction (3.0) % (2.1) % 1.1 % Stock compensation excess tax benefits — % (1.6) % 1.4 % Impact of uncertain tax positions (0.8) % (2.2) % (1.6) % Change in deferred tax valuation allowance (23.0) % 7.8 % (0.7) % Other (1.5) % 1.0 % 0.8 % Effective tax rate (11.3) % 8.2 % 0.4 % |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): 2022 2021 2020 Balance at January 1 $ 26.6 $ 28.3 $ 26.0 Additions based on tax positions related to the current year 1.7 1.7 3.1 Additions for tax positions of prior years 1.2 0.5 0.5 Reductions for tax positions of prior years (1.5) (0.9) (0.2) Settlement of tax audits — (2.7) — Current year acquisitions — 6.7 — Reductions due to lapsed statute of limitations (1.8) (7.0) (1.1) Balance at December 31 $ 26.2 $ 26.6 $ 28.3 |
Major Jurisdictions No Longer Subject to Income Tax Examinations by Tax Authorities | The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is generally no longer subject to income tax examinations by tax authorities in its 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 2016 and prior South Korea 2016 and prior United Kingdom 2018 and prior |
Commitments & Contingencies (Ta
Commitments & Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Purchase Commitments | As of December 31, 2022, the minimum obligation that the Company is required to pay under these agreements over the next five years as follows (in millions): 2023 $ 47.2 2024 17.5 2025 9.0 2026 8.4 2027 1.8 $ 83.9 |
Stock Plans and Share-Based C_2
Stock Plans and Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Shares Authorized, Available for Future Grant and Outstanding Under Each Plans | The following table presents shares authorized, available for future grant and outstanding under each of the Company’s plans as of December 31, 2022 (in millions): Authorized Available (1) Outstanding (2) 2004 Incentive Plan 33.0 — 2.9 2013 Directors Plan 1.0 — — 2021 Inducement Plan 1.3 — 0.5 2022 Incentive Plan 16.0 16.1 0.1 Topgolf Equity Compensation Plans and Option Agreement 3.4 — 1.9 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. |
Stock Option Activities | The following table summarizes the Company’s stock option activities for the year ended December 31, 2022 (in millions, except per share amounts and contractual term): Options Number of Weighted- Weighted- Aggregate 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 The following table summarizes information related to outstanding stock options as of December 31, 2022 (in millions, except option price and remaining life amounts): Weighted Average Range of Option Prices Options Outstanding Remaining Life (Years) Exercise Price $6.52 to $35.14 1.9 3.72 $26.97 |
Summary of Fair Value Assumptions | 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 — — |
Roll-Forward of Activity for Restricted Stock Units | 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- 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 |
Roll-Forward of Activity for Restricted Stock Awards | The following table represents activity related to restricted stock awards granted as part of the replacement awards for the year ended December 31, 2022 (in millions, except fair value amounts): Restricted Stock Awards Units Weighted- 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 |
Roll-Forward of Activity for Performance Share Units | The following table represents the activity for performance based awards during the year ended December 31, 2022 (in millions, except fair value amounts): Performance Share Units Units Weighted- 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. |
Share-Based Compensation Including Expense for Phantom Stock Units and Cash Settled Stock Appreciation Rights Granted to Employees | The table below summarizes amounts recognized for share-based compensation related to grants of RSUs, PRSUs and stock options in the Company’s 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 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Valuation of Foreign Currency Exchange Contracts by Pricing Levels | The following table summarizes the valuation of the Company’s 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, 2021 (in millions): Fair Level 2 December 31, 2022 Foreign currency forward contracts—asset position $ 0.2 $ 0.2 Foreign currency forward contracts—liability position (5.4) (5.4) 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) |
Fair Value, by Balance Sheet Grouping | The table below presents information about the fair value of the Company’s financial liabilities, and is provided for comparative purposes only relative to the carrying values of the Company’s financial instruments recognized in the consolidated balance sheets as of December 31, 2022 and consolidated balance sheets as of December 31, 2021 (in millions): December 31, 2022 December 31, 2021 Carrying Fair Carrying Fair 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 $ — $ — Convertible Notes $ 258.3 $ 337.7 $ 258.8 $ 444.4 Equipment Notes $ 27.8 $ 23.6 $ 31.1 $ 30.2 Mortgage Loans $ 45.9 $ 55.3 $ 46.4 $ 52.3 |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Derivative Instruments by Contract Type and Location of Asset and/or Liability on Consolidated Condensed Balance Sheets | The following table summarizes the fair value of the Company’s derivative instruments as well as the location of the asset and/or liability on the consolidated balance sheets as of December 31, 2022 and December 31, 2021 (in millions): Fair Value of 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 December 31, Balance Sheet Location 2022 2021 Derivatives designated as cash flow hedging instruments: Foreign currency forward contracts Accounts payable and accrued expenses $ 2.6 $ — Interest rate swap contracts Accounts payable and accrued expenses — 4.1 Interest rate swap contracts Other long-term liabilities — 4.6 2.6 8.7 Derivatives not designated as hedging instruments: Foreign currency forward contracts Accounts payable and accrued expenses 2.8 0.2 Total liability position $ 5.4 $ 8.9 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | 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 2020 (in millions): Gain (Loss) Recognized in Other Comprehensive Income Year Ended December 31, Derivatives designated as cash flow hedging instruments 2022 2021 2020 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 Gain (Loss) Reclassified from Other Comprehensive Income into Earnings Year Ended December 31, Derivatives designated as cash flow hedging instruments 2022 2021 2020 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 |
Location of Gains in Consolidated Condensed Statements of Operations that were Recognized and Derivative Contract Type | The following table summarizes the location of net gains and losses in the consolidated statements of operations that were recognized during the years ended December 31, 2022, 2021 and 2020, in addition to the derivative contract type (in millions): Amount of Net Gain Recognized in Income on Derivative Instruments Derivatives not designated as hedging instruments Location of Net Gain Recognized in Income on Derivative Instruments Years Ended December 31, 2022 2021 2020 Foreign currency forward contracts Other income, net $ 44.5 $ 14.4 $ 2.2 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The following table details the amounts reclassified from accumulated other comprehensive income (loss) and foreign currency translation adjustments for the years ended December 31, 2022, 2021 and 2020 (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) Change in derivative instruments 6.9 — 6.9 Net gains reclassified to cost of goods sold (1.7) — (1.7) Net losses reclassified to interest expense 4.8 — 4.8 Income tax provision on derivative instruments (1.6) — (1.6) Foreign currency translation adjustments — (29.2) (29.2) Accumulated other comprehensive loss, December 31, 2021, after tax (5.6) (21.7) (27.3) Change in derivative instruments 16.2 — 16.2 Net gains reclassified to cost of goods sold (4.8) — (4.8) Net losses reclassified to interest expense 1.6 — 1.6 Income tax provision on derivative instruments (2.5) — (2.5) Foreign currency translation adjustments — (44.7) (44.7) Accumulated other comprehensive loss, December 31, 2022, after tax $ 4.9 $ (66.4) $ (61.5) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Information Utilized by Management to Evaluate its Operating Segments | The following table contains information utilized by management to evaluate its 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 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). |
Summary of Revenue and Long Lived Assets by Geographical Areas | Long-lived assets are based on location of domicile. 2022 2021 2020 (in millions) Net Revenues: United States $ 2,798.0 $ 2,067.1 $ 778.6 Europe 537.4 499.5 373.0 Asia 545.4 465.5 212.1 Rest of World 114.9 101.3 225.8 Total Net Revenues $ 3,995.7 $ 3,133.4 $ 1,589.5 Long-Lived Assets (1) United States $ 1,729.0 $ 1,383.6 $ 116.5 Europe 58.8 48.9 17.1 Asia 18.8 7.2 6.0 Rest of World 3.0 11.7 6.9 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. |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 3 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2023 | |
Significant Accounting Policies [Line Items] | ||||
Additional paid-in capital | $ (3,012.7) | $ (3,051.6) | ||
Territory and franchise fee recognition, period | 40 years | |||
Sell-through promotion period | 2 years | |||
Product warranty accrual, warranty, period | 2 years | |||
Product warranty accrual, current | $ 10.6 | 11 | $ 9.4 | |
Advertising expenses | $ 116.1 | $ 108.4 | $ 83.4 | |
Direct financing lease, term of contract | 20 years | |||
Subsequent Event | ||||
Significant Accounting Policies [Line Items] | ||||
Escrow funds to purchase land | $ 18.3 | |||
Sales Revenue, Net | Customer Concentration Risk | Regions outside the U.S. | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 30% | 34% | 51% | |
Top Five Customers Worldwide | Sales Revenue, Net | Customer Concentration Risk | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 12% | 13% | 20% | |
Top Five Customers Worldwide | Sales Revenue, Net | Customer Concentration Risk | Golf club | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 26% | 24% | 25% | |
Top Five Customers Worldwide | Sales Revenue, Net | Customer Concentration Risk | Gear, accessories & other | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 17% | 17% | 12% | |
One Customer | Accounts Receivable | Customer Concentration Risk | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 17% | 11% | ||
Performance Shares | ||||
Significant Accounting Policies [Line Items] | ||||
Shares awarded as a percentage of granted | 100% | |||
Stock Options | ||||
Significant Accounting Policies [Line Items] | ||||
Vesting period | 3 years | |||
Expiration period | 10 years | |||
Capitalized Buildings | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 40 years | |||
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Sponsorship, term of contract | 1 year | |||
Property, plant and equipment, useful life | 2 years | |||
Minimum | Restricted Stock | ||||
Significant Accounting Policies [Line Items] | ||||
Vesting period | 3 years | |||
Minimum | Performance Shares | ||||
Significant Accounting Policies [Line Items] | ||||
Vesting period | 3 years | |||
Shares awarded as a percentage of granted | 0% | |||
Minimum | Performance Share Units with Total Shareholder Return Conditions | ||||
Significant Accounting Policies [Line Items] | ||||
Vesting period | 3 years | |||
Minimum | Software And Hardware | ||||
Significant Accounting Policies [Line Items] | ||||
Operating lease, term of contract | 3 years | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Sponsorship, term of contract | 5 years | |||
Property, plant and equipment, useful life | 40 years | |||
Maximum | Restricted Stock | ||||
Significant Accounting Policies [Line Items] | ||||
Vesting period | 5 years | |||
Maximum | Performance Shares | ||||
Significant Accounting Policies [Line Items] | ||||
Vesting period | 5 years | |||
Shares awarded as a percentage of granted | 200% | |||
Maximum | Performance Share Units with Total Shareholder Return Conditions | ||||
Significant Accounting Policies [Line Items] | ||||
Vesting period | 5 years | |||
Maximum | Software And Hardware | ||||
Significant Accounting Policies [Line Items] | ||||
Operating lease, term of contract | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Estimated Useful Life | |
Property, plant and equipment, useful life | 2 years |
Maximum | |
Estimated Useful Life | |
Property, plant and equipment, useful life | 40 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 180.2 | $ 352.2 | $ 366.1 | |
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 | $ 366.1 | $ 106.7 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Other Income (Expense) Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Foreign currency forward contract gain, net | $ 44.5 | $ 14.4 | $ 2.9 |
Foreign currency transaction (loss) gain, net | (18.3) | (6.4) | 9 |
Other | 1.7 | 1 | 1.9 |
Other income | 27.9 | 9 | 24.9 |
Other income (expense) | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Foreign currency forward contract gain, net | 44.5 | 14.4 | 2.2 |
Cross-currency debt swap contracts | Other income (expense) | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Settlement of cross-currency swap contract | $ 0 | $ 0 | $ 11.1 |
New Accounting Standards (Detai
New Accounting Standards (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies [Line Items] | |||
Additional paid-in capital | $ (3,012.7) | $ (3,051.6) | |
Deferred tax liabilities | (101.4) | (142.4) | |
Retained earnings | $ 852.5 | $ 682.2 | |
Convertible notes weighted-average shares outstanding (in shares) | 14.7 | 5.9 | 0 |
Interest expense | $ 6.4 | $ 0 | $ 0 |
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | |||
Significant Accounting Policies [Line Items] | |||
Additional paid-in capital | 57.1 | ||
Convertible notes payable | 57.9 | ||
Deferred tax liabilities | 13.2 | ||
Retained earnings | $ 12.4 | ||
Convertible notes weighted-average shares outstanding (in shares) | 14.7 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) lease | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Leasing revenue attributable to sales-type leases | $ 40,800,000 | $ 34,100,000 | $ 0 |
Number of deemed landlord financing lease that did not meet sale-leaseback criteria | lease | 38 | ||
Finance lease, right-of-use asset, after accumulated amortization | $ 215,700,000 | 129,500,000 | |
Lessee, operating lease, lease not yet commenced, construction costs | 124,500,000 | ||
Construction advances | $ 35,400,000 | 22,900,000 | |
Lessee, operating lease, lease not yet commenced, term of contract | 20 years | ||
Rent abatement | $ 834,200,000 | ||
Lessee, operating lease, number of leases not yet commenced | lease | 8 | ||
Deemed Landlord Finance Lease | |||
Lessee, Lease, Description [Line Items] | |||
Finance lease, right-of-use asset, after accumulated amortization | $ 813,200,000 | $ 620,300,000 | |
Lessee, finance lease, term of contract | 40 years | ||
Lease Commencing 2021 | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, operating lease, lease not yet commenced, undiscounted amount | $ 48,000,000 |
Leases - Sales-Type Leases, Rev
Leases - Sales-Type Leases, Revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Sales-type lease, selling price | $ 36,300,000 | $ 29,800,000 | |
Cost of underlying assets | (17,600,000) | (11,900,000) | |
Operating profit | 18,700,000 | 17,900,000 | |
Interest income | 4,500,000 | 4,300,000 | |
Leasing revenue attributable to sales-type leases | $ 40,800,000 | $ 34,100,000 | $ 0 |
Leases - Sales-Type Leases (Det
Leases - Sales-Type Leases (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Leasing receivables, net—short-term | $ 17.5 | $ 12.8 |
Leasing receivables, net—long-term | 57.5 | 44.1 |
Total leasing receivables | $ 75 | $ 56.9 |
Leases - Sales-Type Lease, Leas
Leases - Sales-Type Lease, Lease Receivable, Maturity (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Sales-Type and Direct Financing Leases, Lease Receivable, Payments to be Received, Fiscal Year Maturity [Abstract] | |
2023 | $ 24 |
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 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases: | ||
ROU assets, net | $ 1,419.1 | $ 1,384.5 |
Lease liabilities, short-term | 76.4 | 72.3 |
Lease liabilities, long-term | 1,437.5 | 1,385.4 |
Finance Leases: | ||
ROU assets, net | 215.7 | 129.5 |
Lease liabilities, short-term | 1.7 | 1.8 |
Lease liabilities, long-term | $ 225.9 | $ 132.5 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets, net | Other assets, net |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accounts payable and accrued expenses | Accounts payable and accrued expenses |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Deemed Landlord Finance Lease | ||
Finance Leases: | ||
ROU assets, net | $ 813.2 | $ 620.3 |
Lease liabilities, short-term | 2.4 | 0.9 |
Lease liabilities, long-term | $ 658 | $ 460.6 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
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 | 0 |
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 |
Deemed Landlord Finance Lease | |||
Financing lease costs: | |||
Amortization of right-of-use assets | 14.5 | 5.7 | |
Interest on lease liabilities | 46.7 | 28 | |
Total financing lease costs | $ 61.2 | $ 33.7 |
Leases - Other Information Rela
Leases - Other Information Related to Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 157 | $ 123.6 | $ 39.8 |
Operating cash flows from finance leases | 5.2 | 2.8 | 0 |
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 | $ 52.7 | $ 0.1 |
Weighted average remaining lease term (years): | |||
Operating leases | 16 years 7 months 6 days | 14 years 1 month 6 days | |
Finance leases | 36 years 6 months | 36 years 2 months 12 days | |
Weighted average discount rate: | |||
Operating leases | 5.60% | 5.30% | |
Finance leases | 6.10% | 5.30% | |
Deemed Landlord Finance Lease | |||
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from finance leases | $ 36.9 | $ 17.7 | |
Financing cash flows from finance leases | 4.8 | 0 | |
Lease liabilities arising from new ROU assets: | |||
Operating leases | $ 193.8 | $ 171.4 | |
Weighted average remaining lease term (years): | |||
Finance leases | 38 years 6 months | 39 years | |
Weighted average discount rate: | |||
Finance leases | 8.80% | 9.20% |
Leases - Future Minimum Lease O
Leases - Future Minimum Lease Obligations (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 152.5 |
2024 | 151.7 |
2025 | 148.3 |
2026 | 145.3 |
2027 | 143.6 |
Thereafter | 1,719 |
Total future lease payments | 2,460.4 |
Less: imputed interest | 946.5 |
Total | 1,513.9 |
Finance Leases | |
2023 | 11.2 |
2024 | 13.8 |
2025 | 15.1 |
2026 | 15.2 |
2027 | 15.5 |
Thereafter | 564.8 |
Total future lease payments | 635.6 |
Less: imputed interest | 408 |
Total | 227.6 |
Deemed Landlord Finance Lease | |
Finance Leases | |
2023 | 52.2 |
2024 | 54.8 |
2025 | 55.1 |
2026 | 56.1 |
2027 | 57.4 |
Thereafter | 2,622.7 |
Total future lease payments | 2,898.3 |
Less: imputed interest | 2,237.9 |
Total | $ 660.4 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total net revenues | $ 3,995.7 | $ 3,133.4 | $ 1,589.5 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 2,798 | 2,067.1 | 778.6 |
Europe | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 537.4 | 499.5 | 373 |
Asia | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 545.4 | 465.5 | 212.1 |
Rest of World | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 114.9 | 101.3 | 225.8 |
Topgolf | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 1,549 | 1,087.6 | 0 |
Golf Equipment | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 1,406.6 | 1,229.2 | 982.7 |
Active Lifestyle | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 1,040.1 | 816.6 | 606.8 |
Venues | Topgolf | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 1,477.1 | 1,029 | 0 |
Venues | Topgolf | Reclassification, Other | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 15 | ||
Other business lines | Topgolf | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 71.9 | 58.6 | 0 |
Golf club | Golf Equipment | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 1,097.1 | 994.5 | 787.1 |
Golf ball | Golf Equipment | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 309.5 | 234.7 | 195.6 |
Apparel | Active Lifestyle | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 631.7 | 490.9 | 349.3 |
Gear, accessories & other | Active Lifestyle | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | $ 408.4 | $ 325.7 | $ 257.5 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Revenue Arrangement [Line Items] | |||
Total net revenues | $ 3,995.7 | $ 3,133.4 | $ 1,589.5 |
Territory and franchise fee recognition, period | 40 years | ||
Deferred revenue, period for recognition | 12 years | ||
Deferred revenue from gift cards | $ 3.2 | 3.4 | |
Reserve for cost recovery | 25.5 | 25.9 | |
Products | |||
Deferred Revenue Arrangement [Line Items] | |||
Total net revenues | 2,465.5 | 2,058.7 | 1,589.5 |
Topgolf | |||
Deferred Revenue Arrangement [Line Items] | |||
Total net revenues | 1,549 | 1,087.6 | $ 0 |
Topgolf | Products | |||
Deferred Revenue Arrangement [Line Items] | |||
Total net revenues | $ 18.7 | $ 12.9 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Royalty Income by Operating Segment (Details) - Royalty - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Royalty income | $ 76.9 | $ 68.2 | $ 21.8 |
Topgolf | |||
Segment Reporting Information [Line Items] | |||
Royalty income | 50.3 | 37.3 | 0 |
Active Lifestyle | |||
Segment Reporting Information [Line Items] | |||
Royalty income | $ 26.6 | $ 30.9 | $ 21.8 |
Revenue Recognition - Reconcili
Revenue Recognition - Reconciliation of Activity Related to Short-term Deferred Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract With Customer, Liability [Roll Forward] | |||
Beginning Balance | $ 93.9 | $ 2.5 | $ 2.2 |
Deferral of revenue | 646.4 | 459.6 | 3.1 |
Revenue recognized | (630.2) | (360.2) | (2.6) |
Breakage | (19) | (10.3) | (0.2) |
Other/foreign currency translation | 3.8 | 2.3 | 0 |
Ending Balance | $ 94.9 | $ 93.9 | $ 2.5 |
Revenue Recognition - Reconci_2
Revenue Recognition - Reconciliation of Short Term Sales Program Incentives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Sales Incentives, Current [Roll Forward] | |||
Beginning Balance | $ 23.3 | $ 26.2 | $ 20.3 |
Additions | 35.7 | 32.5 | 39.9 |
Credits issued | (32.9) | (32.1) | (34.7) |
Other/foreign currency translation | (5.3) | (3.3) | 0.7 |
Ending Balance | $ 20.8 | $ 23.3 | $ 26.2 |
Revenue Recognition - Sales Ret
Revenue Recognition - Sales Return Reserve (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning Balance | $ 47.4 | $ 44 | $ 29 |
Provision | 128.4 | 91 | 106.2 |
Sales returns | (120.4) | (87.6) | (91.2) |
Ending Balance | $ 55.4 | $ 47.4 | $ 44 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions | 12 Months Ended | ||||||
Mar. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2022 | Oct. 27, 2020 | |
Business Acquisition [Line Items] | |||||||
Gain on Topgolf investment | $ 0 | $ 252,500,000 | $ 0 | ||||
Goodwill | 1,983,700,000 | 1,960,100,000 | 56,600,000 | ||||
Business combination, acquisition related costs | 0 | (16,200,000) | 0 | ||||
Minimum | Developed Technology And Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 1 year | ||||||
Maximum | Developed Technology And Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 10 years | ||||||
Topgolf International, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | 89.8 | ||||||
Business combination, step acquisition, equity interest in acquiree (in shares) | 12.3 | ||||||
Business combination, step acquisition, equity interest in acquiree, including subsequent acquisition, percentage | 100% | ||||||
Business combination, equity value | $ 1,987,000,000 | ||||||
Business combination, step acquisition, equity value of acquiree | $ 1,748,000,000 | ||||||
Business combination, exchange ratio (in dollars per share) | $ 19.40 | ||||||
Payments to acquire businesses | $ 3,014,200,000 | ||||||
Business combination, step acquisition, equity interest in acquiree, fair value | $ 2,650,200,000 | ||||||
Business acquisition, share price (in dollars per share) | $ 29.52 | ||||||
Business combination, consideration converted, share-based compensation (in shares) | 0.2 | ||||||
Business combination, consideration transferred, share-based compensation | $ 33,100,000 | ||||||
Business combination, consideration transferred, equity interests issued and issuable | 1,600,000 | ||||||
Total purchase price and consideration transferred in the merger | 3,048,900,000 | ||||||
Goodwill | $ 1,918,400,000 | ||||||
Deferred tax liabilities | 143,700,000 | ||||||
Business combination, acquisition related costs | $ 0 | 20,400,000 | $ 8,500,000 | $ 28,900,000 | |||
Topgolf International, Inc | Future Revenues And Growth | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 1,355,000,000 | ||||||
Topgolf International, Inc | Synergies | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 563,400,000 | ||||||
Topgolf International, Inc | Measurement Input, Royalty Rate | Royalty Savings Income Approach Method | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, assumed indefinite-lived intangible assets, measurement input | 0.025 | ||||||
Topgolf International, Inc | Measurement Input, Discount Rate | Royalty Savings Income Approach Method | Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, assumed indefinite-lived intangible assets, measurement input | 0.070 | ||||||
Topgolf International, Inc | Measurement Input, Discount Rate | Royalty Savings Income Approach Method | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, assumed indefinite-lived intangible assets, measurement input | 0.085 | ||||||
Topgolf International, Inc | Callaway Shareholders | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, step acquisition, equity interest in acquiree, including subsequent acquisition, percentage | 51.30% | ||||||
Topgolf International, Inc | Former Topgolf Stakeholders | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, step acquisition, equity interest in acquiree, including subsequent acquisition, percentage | 48.70% | ||||||
Gain on Topgolf investment | $ 252,500,000 | ||||||
Topgolf International, Inc | Topgolf International, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, step acquisition, equity interest in acquiree, percentage | 14.30% |
Business Combinations - Summary
Business Combinations - Summary of Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Mar. 08, 2021 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets Acquired | |||||
Goodwill | $ 1,983.7 | $ 1,960.1 | $ 56.6 | ||
Liabilities Assumed | |||||
Goodwill allocated to other business units | $ 1,983.7 | $ 1,960.1 | $ 56.6 | ||
Topgolf International, Inc | |||||
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 | ||||
Investments | 28.8 | ||||
Other assets | 33.7 | ||||
Intangibles—trade name | 994.2 | ||||
Intangibles—technology, customer relationships and liquor licenses | 81.9 | ||||
Goodwill | $ 1,918.4 | ||||
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 | ||||
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 | $ 1,918.4 | ||||
Total purchase price and consideration transferred in the merger | 3,048.9 | ||||
Topgolf International, Inc | Future Revenues And Growth | |||||
Assets Acquired | |||||
Goodwill | 1,355 | ||||
Liabilities Assumed | |||||
Goodwill allocated to other business units | 1,355 | ||||
Topgolf International, Inc | Synergies | |||||
Assets Acquired | |||||
Goodwill | 563.4 | ||||
Liabilities Assumed | |||||
Goodwill allocated to other business units | $ 563.4 |
Business Combinations - Supplem
Business Combinations - Supplemental Pro-Forma Information (Details) - Topgolf International, Inc - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Net revenues | $ 3,276.4 | $ 2,305.7 |
Net income (loss) | $ 72.3 | (318.8) |
Net revenues | 1,087.6 | |
Net loss | $ (29.6) |
Financing Arrangements - Schedu
Financing Arrangements - Schedule of Long-term Debt Obligations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 08, 2021 | Jan. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2020 | |
Debt Instrument [Line Items] | |||||
Short-term debt | $ 219,300,000 | $ 9,100,000 | |||
Unamortized Debt Issuance Costs | 24,300,000 | 85,800,000 | |||
Long-term debt, gross | 1,214,400,000 | 1,130,200,000 | |||
Long-term debt | 1,190,100,000 | 1,044,400,000 | |||
Equipment Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 27,800,000 | 31,100,000 | |||
Equipment Notes | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 0.0236% | ||||
Equipment Notes | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 0.0593% | ||||
Mortgages | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 45,900,000 | 46,400,000 | |||
Mortgages | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 0.0975% | ||||
Mortgages | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 0.1131% | ||||
Tenant Improvements | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 8% | ||||
Long-term debt, gross | $ 3,500,000 | 3,700,000 | |||
Asset-based credit facilities | |||||
Debt Instrument [Line Items] | |||||
Short-term debt | 219,300,000 | 9,100,000 | |||
Prepaid expenses | |||||
Debt Instrument [Line Items] | |||||
Short-term debt | 600,000 | 900,000 | |||
Other long-term assets | |||||
Debt Instrument [Line Items] | |||||
Short-term debt | 300,000 | 0 | |||
Other current liabilities | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 13,800,000 | 19,100,000 | |||
Long-term debt | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 1,176,300,000 | 1,025,300,000 | |||
Term Loan B | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1% | ||||
Topgolf Term Loan | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 10.58% | ||||
Long-term debt, gross | $ 336,900,000 | 340,400,000 | |||
Debt instrument, basis spread on variable rate | 1.75% | ||||
Convertible Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 2.75% | 2.75% | |||
Long-term debt, gross | $ 258,300,000 | 258,800,000 | |||
Short Term Unamortized Debt Issuance Costs | |||||
Debt Instrument [Line Items] | |||||
Unamortized Debt Issuance Costs | $ 900,000 | 900,000 | |||
Revolving Credit Facility | Japan Term Loan | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 0.85% | ||||
Long-term debt, gross | $ 0 | 13,000,000 | |||
Revolving Credit Facility | Term Loan B | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 8.88% | ||||
Long-term debt, gross | $ 432,000,000 | 436,800,000 | |||
Revolving Credit Facility | Term Loan B | Line of Credit | Minimum | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 3.50% | ||||
Revolving Credit Facility | Term Loan B | Line of Credit | Maximum | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 4.50% | ||||
Revolving Credit Facility | Topgolf Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 8.08% | ||||
Long-term debt, gross | $ 110,000,000 | 0 | |||
Revolving Credit Facility | Line of Credit | U.S. Asset-Based Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 5.65% | ||||
Short-term debt | $ 181,100,000 | 9,100,000 | |||
Revolving Credit Facility | Line of Credit | 2022 Japan ABL Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 0.87% | ||||
Short-term debt | $ 38,200,000 | $ 0 | |||
Revolving Credit Facility | Line of Credit | 2022 Japan ABL Facility | Tokyo Interbank Offered Rate (TIBOR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.80% |
Financing Arrangements - Sche_2
Financing Arrangements - Schedule of Interest Expense, Debt (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Line of Credit | Revolving Credit Facility | Japan Term Loan | |||
Debt Instrument [Line Items] | |||
Interest expense, debt | $ 0 | $ 0.1 | $ 0.1 |
Line of Credit | Revolving Credit Facility | Term Loan B | |||
Debt Instrument [Line Items] | |||
Interest expense, debt | 31.2 | 24.1 | 25.6 |
Line of Credit | Revolving Credit Facility | Topgolf Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest expense, debt | 4.4 | 6.2 | 0 |
Secured Debt | Topgolf Term Loan | |||
Debt Instrument [Line Items] | |||
Interest expense, debt | 29.9 | 21.4 | 0 |
Senior Notes | Convertible Notes | |||
Debt Instrument [Line Items] | |||
Interest expense, debt | 7.1 | 7.1 | 4.7 |
Equipment Notes | |||
Debt Instrument [Line Items] | |||
Interest expense, debt | 0.7 | 0.9 | 0.5 |
Mortgages | |||
Debt Instrument [Line Items] | |||
Interest expense, debt | 4.8 | 4 | 0 |
Long-term debt | |||
Debt Instrument [Line Items] | |||
Interest expense, debt | 78.1 | 63.8 | 30.9 |
Line of Credit | Revolving Credit Facility | U.S. Asset-Based Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest expense, debt | 4.3 | 1.6 | 5.1 |
Line of Credit | Revolving Credit Facility | 2022 Japan ABL Facility | |||
Debt Instrument [Line Items] | |||
Interest expense, debt | 0.3 | 0 | 0.2 |
Short-Term Debt | |||
Debt Instrument [Line Items] | |||
Interest expense, debt | $ 4.6 | $ 1.6 | $ 5.3 |
Financing Arrangements - Revolv
Financing Arrangements - Revolving Credit Facilities and Available Liquidity (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Total available liquidity | $ 415.3 |
Financing Arrangements - U.S. A
Financing Arrangements - U.S. Asset-Based Revolving Credit Facility (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Feb. 15, 2023 USD ($) | May 31, 2019 USD ($) | |
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 400,000,000 | ||
Line of credit facility, average outstanding amount | $ 101,900,000 | ||
Line of credit facility, average remaining borrowing capacity | $ 253,000,000 | ||
Subsequent Event | |||
Debt Instrument [Line Items] | |||
Line of credit facility, accordion feature, higher borrowing capacity option | $ 450,000,000 | ||
Line of credit facility, accordion feature, increase limit | $ 50,000,000 | ||
Bank of America, N.A. | |||
Debt Instrument [Line Items] | |||
Debt covenant, fixed charge coverage ratio | 1 | ||
Debt covenant, borrowing base below threshold, ratio required to be in compliance, period | 30 days | ||
Fixed charges coverage ratio covenant reference borrowing capacity, percent | 10% | ||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | ||
Line of credit facility, interest rate at period end | 4.01% |
Financing Arrangements - Japan
Financing Arrangements - Japan ABL Facility (Details) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 JPY (¥) | May 31, 2019 USD ($) |
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 400,000,000 | ||
2018 Japan ABL Credit Facility | The Bank of Tokyo-Mitsubishi UFJ | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 45,800,000 | ¥ 6,000,000,000 | |
Line of credit facility, remaining borrowing capacity | $ 7,600,000 | ¥ 1,000,000,000 |
Financing Arrangements - Japa_2
Financing Arrangements - Japan Term Loan (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2020 JPY (¥) | Dec. 31, 2022 JPY (¥) | Dec. 31, 2022 USD ($) | |
Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, term | 4 months | ||
Japan Term Loan | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, term | 5 years | ||
Debt instrument, face amount | ¥ 1,500,000,000 | ||
Long-term debt, current maturities | $ | $ 13 | ||
Japan Term Loan | Secured Debt | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, face amount | ¥ 2,000,000,000 |
Financing Arrangements - Term L
Financing Arrangements - Term Loan B (Details) - Term Loan B - Secured Debt | 1 Months Ended | 12 Months Ended |
Jan. 31, 2019 USD ($) | Dec. 31, 2022 USD ($) | |
Line of Credit Facility [Line Items] | ||
Debt issuance costs, gross | $ 9,600,000 | |
Long-term debt, maximum additional loan commitments, amount | $ 225,000,000 | |
Line of credit facility, covenant terms, first lien net leverage ratio for unlimited commitment | 2.25 | |
Debt instrument, periodic payment, principal | $ 1,200,000 | |
Debt instrument, basis spread on variable rate | 1% | |
Fed Funds Effective Rate Overnight Index Swap Rate | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.50% | |
London Interbank Offered Rate (LIBOR) Adjusted One-Month Rate | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 1% | |
Former Topgolf Stakeholders | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, face amount | $ 480,000,000 |
Financing Arrangements - Topgol
Financing Arrangements - Topgolf Credit Facilities (Details) - USD ($) | Mar. 08, 2021 | May 31, 2019 |
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 400,000,000 | |
Line of Credit | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 175,000,000 | |
Topgolf Term Loan | Secured Debt | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, face amount | $ 350,000,000 | |
Debt instrument, basis spread on variable rate | 1.75% | |
Topgolf Term Loan | Secured Debt | Fed Funds Effective Rate Overnight Index Swap Rate | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.50% | |
Topgolf Term Loan | Secured Debt | London Interbank Offered Rate (LIBOR) Adjusted One-Month Rate | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 1% | |
Topgolf Term Loan | Secured Debt | London Interbank Offered Rate (LIBOR) Adjusted Rate | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.75% |
Financing Arrangements - Conver
Financing Arrangements - Convertible Notes (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
May 04, 2020 | Jul. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | May 31, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||
Issuance of common stock related to convertible notes | $ 0.5 | $ 0 | $ 0 | |||
Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 258.8 | |||||
Convertible Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 2.75% | 2.75% | ||||
Debt instrument, convertible, conversion ratio | 0.0568 | 0.0568 | ||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 17.62 | |||||
Convertible Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Issuance of common stock related to convertible notes | $ 0.5 | |||||
Debt conversion, converted instrument, shares issued | shares | 25,602 |
Financing Arrangements - Capped
Financing Arrangements - Capped Call (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | |
Debt Instrument [Line Items] | |||||
Issuance of common stock related to convertible notes | $ 0.5 | $ 0 | $ 0 | ||
Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, capped call transaction cap price (in dollars per share) | $ 27.10 | ||||
Convertible Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 17.62 | ||||
Debt conversion, converted instrument, shares received | 3,499 | ||||
Convertible Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Issuance of common stock related to convertible notes | $ 0.5 |
Financing Arrangements - Mortga
Financing Arrangements - Mortgage Loans (Details) | Dec. 31, 2022 loan |
Mortgages | |
Debt Instrument [Line Items] | |
Number of mortgage loans assumed | 3 |
Financing Arrangements - Aggreg
Financing Arrangements - Aggregate Amount of Maturities for Debt (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 17.7 | |
2024 | 126.6 | |
2025 | 14.4 | |
2026 | 1,007.8 | |
2027 | 3 | |
Thereafter | 44.9 | |
Long-term debt, gross | 1,214.4 | $ 1,130.2 |
Less: Unamortized Debt Issuance Costs | 24.3 | 85.8 |
Long-term debt | $ 1,190.1 | $ 1,044.4 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share - Summary of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |||
Mar. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings (loss) per common share—basic | ||||
Net income (loss) | $ 157.9 | $ 322 | $ (126.9) | |
Weighted-average common shares outstanding—basic (in shares) | 184.9 | 169.1 | 94.2 | |
Basic earnings (loss) per common share (in dollars per share) | $ 0.85 | $ 1.90 | $ (1.35) | |
Earnings (loss) per common share—diluted | ||||
Net income (loss) | $ 157.9 | $ 322 | $ (126.9) | |
Interest expense | 6.4 | 0 | 0 | |
Net income (loss) available to common stockholders, diluted | $ 164.3 | $ 322 | $ (126.9) | |
Weighted-average common shares outstanding—basic (in shares) | 184.9 | 169.1 | 94.2 | |
Convertible notes weighted-average shares outstanding (in shares) | 14.7 | 5.9 | 0 | |
Options and restricted stock and performance share units (in shares) | 1.7 | 1.9 | 0 | |
Weighted-average common shares outstanding—diluted (in shares) | 201.3 | 176.9 | 94.2 | |
Dilutive earnings (loss) per common share (in dollars per share) | $ 0.82 | $ 1.82 | $ (1.35) | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 1.3 | 2.1 | ||
Common Stock | ||||
Earnings (loss) per common share—diluted | ||||
Common stock issued during period (in shares) | 89.8 | 89.8 | ||
Common Stock | Options and Restricted Stock | ||||
Earnings (loss) per common share—diluted | ||||
Common stock issued during period (in shares) | 0.2 | 0.2 | ||
Topgolf International, Inc | ||||
Earnings (loss) per common share—diluted | ||||
Weighted-average common shares outstanding—diluted (in shares) | 73.7 |
Earnings (Loss) Per Common Sh_4
Earnings (Loss) Per Common Share - Narrative (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share Disclosure [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1.3 | 2.1 | |
Options, Restricted Stock Units, And Performance Share Units | |||
Earnings Per Share Disclosure [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1.3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 1,960.1 | $ 56.6 |
Acquisitions | 16 | 1,904 |
Foreign currency translation and other | 7.6 | (0.5) |
Balance at end of period | 1,983.7 | 1,960.1 |
Topgolf | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 1,340.7 | 0 |
Acquisitions | 14.3 | 1,340.7 |
Foreign currency translation and other | 8.6 | 0 |
Balance at end of period | 1,363.6 | 1,340.7 |
Golf Equipment | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 531.1 | 27 |
Acquisitions | 0.2 | 504.6 |
Foreign currency translation and other | (1) | (0.5) |
Balance at end of period | 530.3 | 531.1 |
Active Lifestyle | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 88.3 | 29.6 |
Acquisitions | 1.5 | 58.7 |
Foreign currency translation and other | 0 | 0 |
Balance at end of period | $ 89.8 | $ 88.3 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||
Goodwill, impaired, accumulated impairment loss | $ 148,400,000 | $ 148,400,000 | |
Goodwill, impairment loss | 0 | $ 0 | |
Impairment of intangible assets (excluding goodwill) | 0 | 0 | |
Aggregate amortization expense on intangible assets | $ 15,200,000 | $ 13,000,000 | 5,100,000 |
Tradename and trademarks | |||
Goodwill [Line Items] | |||
Impairment of intangible assets (excluding goodwill) | $ 25,900,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets by Major Asset Class (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross | $ 1,619.2 | $ 1,612.1 |
Net Book Value | 1,412.7 | 1,425.2 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | (79.8) | (64.6) |
Net Book Value | 82.1 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross | 1,619.2 | 1,612.1 |
Accumulated Amortization | (79.8) | (64.6) |
Translation Adjustment | (35.7) | (18.9) |
Net Book Value | 1,503.7 | 1,528.6 |
Tradename and trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross | 1,441 | 1,441 |
Translation Adjustment | (28.3) | (15.8) |
Net Book Value | 1,412.7 | 1,425.2 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross | 1,441 | 1,441 |
Liquor licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross | 8.9 | 7.7 |
Translation Adjustment | 0 | 0 |
Net Book Value | 8.9 | 7.7 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross | 8.9 | 7.7 |
Patents | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross | 32.2 | 32 |
Accumulated Amortization | (31.8) | (31.7) |
Translation Adjustment | 0 | 0 |
Net Book Value | 0.4 | 0.3 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (31.8) | $ (31.7) |
Patents | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 2 years | 2 years |
Patents | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 16 years | 16 years |
Customer and distributor relationships and other | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross | $ 67.4 | $ 61.7 |
Accumulated Amortization | (35.8) | (27.4) |
Translation Adjustment | (4.2) | (2.3) |
Net Book Value | 27.4 | 32 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (35.8) | $ (27.4) |
Customer and distributor relationships and other | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 1 year | 1 year |
Customer and distributor relationships and other | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 10 years | 10 years |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 10 years | 10 years |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross | $ 69.7 | $ 69.7 |
Accumulated Amortization | (12.2) | (5.5) |
Translation Adjustment | (3.2) | (0.8) |
Net Book Value | 54.3 | 63.4 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (12.2) | $ (5.5) |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization Expense Related to Intangible Assets (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 14 |
2024 | 11.1 |
2025 | 11.1 |
2026 | 11 |
2027 | 10.7 |
Thereafter | 24.2 |
Net Book Value | $ 82.1 |
Investments (Details)
Investments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Full Swing Golf Holdings, Inc. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other investments | $ 9.3 | $ 9.3 |
Five Iron Golf | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Payments to noncontrolling interests | $ 30 | $ 30 |
Topgolf International, Inc | Full Swing Golf Holdings, Inc. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Ownership percentage by noncontrolling owners | 20% | |
Five Iron Golf | Five Iron Golf | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Ownership percentage by noncontrolling owners | 20% |
Selected Financial Data (Detail
Selected Financial Data (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventories: | |||
Finished goods | $ 770.1 | $ 415.4 | |
Work in process | 1.2 | 1.3 | |
Raw materials | 181.5 | 111.7 | |
Food and beverage | 6.4 | 5.1 | |
Inventories | 959.2 | 533.5 | |
Other Current Assets: | |||
Credit card receivables | 40.1 | 31.2 | |
Sales return reserve cost recovery asset | 25.5 | 25.9 | |
VAT/Sales tax receivable | 17.2 | 19.5 | |
Other current assets | 53.2 | 42.7 | |
Other current assets | 136 | 119.3 | |
Property, plant and equipment, net: | |||
Land | 160.4 | 134.2 | |
Buildings and leasehold improvements | 1,196.7 | 858.6 | |
Machinery and equipment | 248.8 | 204.3 | |
Furniture, computer hardware and equipment | 299.1 | 211.2 | |
Internal-use software | 109.9 | 81.6 | |
Production molds | 9.1 | 8 | |
Construction-in-process | 271.6 | 286.7 | |
Property, plant and equipment, gross | 2,295.6 | 1,784.6 | |
Less: Accumulated depreciation | 486 | 333.2 | |
Property, plant and equipment, net | 1,809.6 | 1,451.4 | |
Depreciation | 177.6 | 142.8 | $ 34.4 |
Accounts payable and accrued expenses: | |||
Accounts payable | 159.1 | 138.7 | |
Accrued expenses | 160.9 | 226.8 | |
Accrued inventory | 260 | 125.7 | |
Accounts payable and accrued expenses | $ 580 | $ 491.2 | |
Minimum | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, useful life | 2 years | ||
Maximum | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, useful life | 40 years | ||
Buildings and leasehold improvements | Minimum | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, useful life | 10 years | ||
Buildings and leasehold improvements | Maximum | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, useful life | 40 years | ||
Machinery and equipment | Minimum | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, useful life | 5 years | ||
Machinery and equipment | Maximum | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, useful life | 10 years | ||
Furniture, computer hardware and equipment | Minimum | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, useful life | 3 years | ||
Furniture, computer hardware and equipment | Maximum | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, useful life | 5 years | ||
Internal-use software | Minimum | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, useful life | 3 years | ||
Internal-use software | Maximum | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, useful life | 5 years | ||
Production molds | Minimum | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, useful life | 2 years | ||
Production molds | Maximum | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, useful life | 5 years |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Tax Provision (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 97.8 | $ 295.3 | $ 68.9 |
Foreign | 44.1 | 55.3 | (196.4) |
Income (loss) before income taxes | $ 141.9 | $ 350.6 | $ (127.5) |
Income Taxes - Expense (Benefit
Income Taxes - Expense (Benefit) for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax provision: | |||
Federal | $ 9.8 | $ 2.9 | $ 1.7 |
State | 5.7 | 2.3 | 1.5 |
Foreign | 6.4 | 14.6 | 5.3 |
Current tax provision (benefit) | 21.9 | 19.8 | 8.5 |
Deferred tax expense (benefit): | |||
Federal | (42.6) | 11 | 8.6 |
State | 7.9 | 7.2 | 5.2 |
Foreign | (3.2) | (9.4) | (22.9) |
Deferred tax expense (benefit) | (37.9) | 8.8 | (9.1) |
Income tax (benefit) provision | $ (16) | $ 28.6 | $ (0.6) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 08, 2021 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Income Tax [Line Items] | ||||||
Deferred tax assets, other | $ 90.3 | $ 72.7 | ||||
Additional goodwill adjustment | $ 12.2 | |||||
Decrease in valuation allowances accrued | 2.8 | |||||
Discrete income tax benefit | $ 15 | |||||
Change in net deferred taxes | (41) | |||||
Liability for income taxes associated with uncertain tax positions | 26.2 | 26.6 | $ 28.3 | $ 26 | ||
Tax benefits associated with potential transfer pricing adjustments | 5.3 | |||||
Tax benefits associated with state income taxes and other timing adjustments | 10.3 | |||||
Net amount of unrecognized tax benefit related to uncertain tax positions that would impact, if recognized, effective income tax rate | 10.6 | |||||
Interest and penalties expense (benefit) related to income tax matters | 0.3 | 0.6 | $ 0.4 | |||
Income tax accrued for payment of interest and penalties | 2.9 | $ 3.2 | ||||
Undistributed earnings | 180.5 | |||||
Accrued impact for jurisdictions not permanently reinvested | 1.8 | |||||
U.S. Federal | ||||||
Schedule Of Income Tax [Line Items] | ||||||
Tax credit carryforwards | 46.6 | |||||
Operating loss carryforwards | 544.1 | |||||
State | ||||||
Schedule Of Income Tax [Line Items] | ||||||
Operating loss carryforwards | 17.3 | |||||
California (U.S.) | ||||||
Schedule Of Income Tax [Line Items] | ||||||
Tax credit carryforwards | $ 29 | |||||
Topgolf International, Inc | ||||||
Schedule Of Income Tax [Line Items] | ||||||
Payments to acquire businesses | $ 3,014.2 | |||||
Deferred tax liabilities, intangible assets | 250 | |||||
Deferred tax assets, other | $ 118 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Operating loss carryforwards | $ 135.9 | $ 149.9 |
Tax credit carryforwards | 57.3 | 64.3 |
ASC Topic 842 lease liability | 441.6 | 396.4 |
Deemed landlord financing | 167.5 | 115.1 |
Other | (90.3) | (72.7) |
Total deferred tax assets | 892.6 | 798.4 |
Valuation allowance for deferred tax assets | (100.2) | (120.5) |
Deferred tax assets, net of valuation allowance | 792.4 | 677.9 |
Deferred tax liabilities: | ||
Basis difference related to fixed assets | (146.6) | (105.5) |
Basis difference related to intangible assets with an indefinite life | (332.4) | (331.2) |
ASC Topic 842 ROU assets | (414.7) | (375.7) |
Other | (0.1) | (7.9) |
Total deferred tax liabilities | (893.8) | (820.3) |
Net deferred tax assets (liabilities) are shown on the accompanying consolidated balance sheets as follows: | ||
Non-current deferred tax assets | 16.1 | 21.2 |
Non-current deferred tax liabilities | (117.5) | (163.6) |
Net deferred tax (liabilities)/ assets | $ (101.4) | $ (142.4) |
Income Taxes - Expiry Dates of
Income Taxes - Expiry Dates of Federal and State Income Tax Credit Carryforwards (Details) $ in Millions | Dec. 31, 2022 USD ($) |
U.S. Federal | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 46.6 |
California (U.S.) | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 29 |
U.S. foreign tax credit | U.S. Federal | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 2 |
U.S. research tax credit | U.S. Federal | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 8.4 |
U.S. business tax credits | U.S. Federal | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 36.2 |
State investment tax credits | California (U.S.) | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 2.3 |
State research tax credits - definite lived | California (U.S.) | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | 1.4 |
State research tax credits - indefinite lived | California (U.S.) | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 25.3 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Losses Carryforwards Expire (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
U.S. loss carryforwards - definite lived | $ 96.8 |
U.S. interest expense carryforwards - indefinite lived | 17.3 |
U.S. loss carryforwards - indefinite lived | 215.9 |
State loss carryforwards | $ 231.4 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate on Income or Loss and Statutory Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Statutory U.S. tax rate | 21% | 21% | 21% |
State income taxes, net of U.S. tax benefit | 7.10% | 2.10% | (4.10%) |
Foreign income taxed at other than U.S. statutory rate | (8.90%) | (3.30%) | 7% |
Federal tax credits | (8.70%) | (2.00%) | 2.80% |
Goodwill impairment | 0% | 0% | (24.50%) |
Revaluation of Company stock attributable to Topgolf merger | 0% | (15.10%) | 0% |
Other non-deductible expenses | 1% | 0.70% | (1.70%) |
Non-deductible compensation | 4.50% | 1.40% | (0.70%) |
U.S. Foreign tax inclusion | 1% | 0.50% | (0.40%) |
Foreign derived intangible income deduction | (3.00%) | (2.10%) | 1.10% |
Stock compensation excess tax benefits | 0% | (1.60%) | 1.40% |
Impact of uncertain tax positions | (0.80%) | (2.20%) | (1.60%) |
Change in deferred tax valuation allowance | (23.00%) | 7.80% | (0.70%) |
Other | (1.50%) | 1% | 0.80% |
Effective tax rate | (11.30%) | 8.20% | 0.40% |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of period | $ 26.6 | $ 28.3 | $ 26 |
Additions based on tax positions related to the current year | 1.7 | 1.7 | 3.1 |
Additions for tax positions of prior years | 1.2 | 0.5 | 0.5 |
Reductions for tax positions of prior years | (1.5) | (0.9) | (0.2) |
Settlement of tax audits | 0 | (2.7) | 0 |
Current year acquisitions | 0 | 6.7 | 0 |
Reductions due to lapsed statute of limitations | (1.8) | (7) | (1.1) |
Balance at end of period | $ 26.2 | $ 26.6 | $ 28.3 |
Commitments & Contingencies - F
Commitments & Contingencies - Future Purchase Commitments (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 47.2 |
2024 | 17.5 |
2025 | 9 |
2026 | 8.4 |
2027 | 1.8 |
Unconditional purchase obligations | $ 83.9 |
Commitments & Contingencies - N
Commitments & Contingencies - Narrative (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Standby Letters of Credit | |
Long-term Purchase Commitment [Line Items] | |
Loss contingency accrual | $ 11.6 |
Topgolf International, Inc | |
Long-term Purchase Commitment [Line Items] | |
Minimum capital commitment | $ 48 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2022 | May 31, 2022 | Dec. 31, 2021 | |
Schedule Of Components Of Common Stock [Line Items] | ||||
Authorized capital, shares (in shares) | 363,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (in shares) | 360,000,000 | 360,000,000 | ||
Preferred stock, shares authorized (in shares) | 3,000,000 | 3,000,000 | ||
Shares withheld for tax withholding obligation (in shares) | 500,000 | |||
Shares withheld for tax withholding obligation | $ 10,900,000 | |||
Seriesa Junior Participating Preferred | ||||
Schedule Of Components Of Common Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 200,000 | |||
2022 Repurchase Program | ||||
Schedule Of Components Of Common Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 100,000,000 | |||
Acquisition of treasury stock (in shares) | 0 | |||
2021 Repurchase Program | ||||
Schedule Of Components Of Common Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 50,000,000 | |||
Treasury Stock | 2021 Repurchase Program | ||||
Schedule Of Components Of Common Stock [Line Items] | ||||
Acquisition of treasury stock (in shares) | 2,000,000 | |||
Stock repurchased, average cost per share (in dollars per share) | $ 24.80 |
Stock Plans and Share-Based C_3
Stock Plans and Share-Based Compensation - Narrative (Details) | 12 Months Ended | |||
Mar. 08, 2021 USD ($) plan $ / shares shares | Dec. 31, 2022 USD ($) plan $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shareholder approved stock plans | plan | 3 | |||
Authorized (in shares) | shares | 54,700,000 | |||
Granted (in shares) | shares | 0 | 3,200,000 | 0 | |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 25.93 | |||
Fair value of options | $ 5,300,000 | |||
Options outstanding (in shares) | shares | 1,900,000 | 2,000,000 | ||
Exercisable at end of period (in shares) | shares | 1,700,000 | |||
Compensation expense related to stock options | $ 1,400,000 | $ 2,600,000 | $ 0 | |
Total intrinsic value for options exercised | 600,000 | 26,300,000 | 600,000 | |
Exercise of stock options | 700,000 | 22,300,000 | 200,000 | |
Compensation expense related to restricted stock | 17,600,000 | 14,000,000 | 6,400,000 | |
Compensation expense, net of forfeitures | $ 47,000,000 | $ 38,700,000 | $ 10,900,000 | |
Topgolf International, Inc | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Business combination, number of equity compensation plans assumed | plan | 2 | |||
Business combination, consideration transferred, share-based compensation | $ 33,100,000 | |||
2004 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized (in shares) | shares | 33,000,000 | |||
2013 Directors Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized (in shares) | shares | 1,000,000 | |||
2021 Inducement Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized (in shares) | shares | 1,300,000 | |||
Replacement Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Converted shares in connection with acquisition (in shares) | shares | 3,200,000 | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, converted in connection with acquisition | shares | 200,000 | |||
Converted in connection with acquisition | $ 4,800,000 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation expense related to non-vested shares granted | $ 500,000 | |||
Vesting period | 3 years | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation expense related to non-vested shares granted | $ 20,900,000 | |||
Stock units, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 22.81 | $ 29.60 | $ 17.84 | |
Vested in period, fair value | $ 17,200,000 | $ 6,500,000 | $ 6,000,000 | |
Number of stock units granted (in shares) | shares | 600,000 | |||
Unrecognized compensation expense expected recognition period | 1 year 6 months | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation expense related to non-vested shares granted | $ 600,000 | |||
Stock units, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 28.74 | $ 0 | ||
Compensation expense related to restricted stock | $ 1,300,000 | $ 2,400,000 | $ 0 | |
Number of stock units granted (in shares) | shares | 0 | 0 | ||
Grants in period, fair value | $ 2,100,000 | |||
Unrecognized compensation expense expected recognition period | 8 months 12 days | |||
Restricted Stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Restricted Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation expense related to non-vested shares granted | $ 35,300,000 | |||
Stock units, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 34.68 | $ 30.35 | $ 19.66 | |
Vested in period, fair value | $ 6,900,000 | $ 8,200,000 | $ 7,200,000 | |
Number of stock units granted (in shares) | shares | 500,000 | 1,400,000 | 300,000 | |
Unrecognized compensation expense expected recognition period | 1 year 5 months 1 day | |||
Cliff vesting period | 3 years | |||
Shares awarded as a percentage of granted | 100% | |||
Compensation expense, net of forfeitures | $ 26,700,000 | $ 19,700,000 | $ 4,500,000 | |
Performance Shares | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Performance achievement metric, percentage | 0% | |||
Shares awarded as a percentage of granted | 0% | |||
Performance Shares | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
Shares awarded as a percentage of granted | 200% | |||
Performance Shares | Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights, percentage | 50% | |||
Vesting period | 3 years | |||
Performance Shares | Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights, percentage | 50% | |||
Vesting period | 4 years | |||
2004 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum number of shares per employee (in shares) | shares | 2,000,000 | |||
2013 Directors Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum number of shares per employee (in shares) | shares | 50,000 |
Stock Plans and Share-Based C_4
Stock Plans and Share-Based Compensation - Shares Authorized, Available for Future Grant and Outstanding Under Each Plans (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Equity Incentive Plan [Line Items] | |
Authorized (in shares) | 54,700,000 |
Available (in shares) | 16,100,000 |
Outstanding (in shares) | 5,400,000 |
2004 Incentive Plan | |
Equity Incentive Plan [Line Items] | |
Authorized (in shares) | 33,000,000 |
Available (in shares) | 0 |
Outstanding (in shares) | 2,900,000 |
2013 Directors Plan | |
Equity Incentive Plan [Line Items] | |
Authorized (in shares) | 1,000,000 |
Available (in shares) | 0 |
Outstanding (in shares) | 0 |
2021 Inducement Plan | |
Equity Incentive Plan [Line Items] | |
Authorized (in shares) | 1,300,000 |
Available (in shares) | 0 |
Outstanding (in shares) | 500,000 |
2022 Incentive Plan | |
Equity Incentive Plan [Line Items] | |
Authorized (in shares) | 16,000,000 |
Available (in shares) | 16,100,000 |
Outstanding (in shares) | 100,000 |
Topgolf Equity Compensation Plans and Option Agreement | |
Equity Incentive Plan [Line Items] | |
Authorized (in shares) | 3,400,000 |
Available (in shares) | 0 |
Outstanding (in shares) | 1,900,000 |
Restricted Stock Units | |
Equity Incentive Plan [Line Items] | |
Issued restricted stock awards which are not outstanding (in shares) | 100,000 |
Stock Plans and Share-Based C_5
Stock Plans and Share-Based Compensation - Stock Option Activities (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Balance at beginning of period (in shares) | 2,000,000 | ||
Granted (in shares) | 0 | 3,200,000 | 0 |
Exercised (in shares) | (100,000) | ||
Forfeited (in shares) | 0 | ||
Expired (in shares) | 0 | ||
Balance at end of period (in shares) | 1,900,000 | 2,000,000 | |
Vested and expected to vest at end of period (in shares) | 1,900,000 | ||
Exercisable at end of period (in shares) | 1,700,000 | ||
Weighted- Average Exercise Price Per Share | |||
Balance at beginning of period (in dollars per share) | $ 26.60 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 11.87 | ||
Forfeited (in dollars per share) | 0 | ||
Expired (in dollars per share) | 0 | ||
Balance at end of period (in dollars per share) | 26.97 | $ 26.60 | |
Vested and expected to vest at end of period (in dollars per share) | 26.96 | ||
Exercisable at end of period (in dollars per share) | $ 26.30 | ||
Weighted- Average Remaining Contractual Term | |||
Outstanding balance at end of period | 3 years 8 months 19 days | ||
Vested and expected to vest in the future at end of period | 3 years 8 months 19 days | ||
Exercisable at end of period | 3 years 5 months 8 days | ||
Aggregate Intrinsic Value | |||
Outstanding balance at end of period | $ 1.9 | ||
Vested and expected to vest in the future at end of period | 1.9 | ||
Exercisable at end of period | $ 1.9 | ||
Range of Option Prices, Minimum | $ 6.52 | ||
Range of Option Prices, Maximum | $ 35.14 |
Stock Plans and Share-Based C_6
Stock Plans and Share-Based Compensation - Summary of Fair Value Assumptions (Details) | Mar. 08, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 3 years 8 months 12 days |
Volatility, minimum | 43% |
Volatility, maximum | 85.40% |
Volatility | 55.10% |
Risk free interest rate, minimum | 0.10% |
Risk free interest rate, maximum | 1.30% |
Risk-free interest rate | 0.60% |
Dividend yield | 0% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 3 months 18 days |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 7 years 1 month 6 days |
Stock Plans and Share-Based C_7
Stock Plans and Share-Based Compensation - Roll-Forward of Activity for Restricted Stock Units (Details) - Restricted Stock Units - $ / shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Units | |||
Unvested balance at beginning of period (in shares) | 1.6 | ||
Granted (in shares) | 0.6 | ||
Vested (in shares) | (0.7) | ||
Forfeited (in shares) | (0.1) | ||
Expired (in shares) | 0 | ||
Unvested balance at end of period (in shares) | 1.4 | 1.6 | |
Weighted- Average Grant-Date Fair Value | |||
Unvested balance at beginning of period (in dollars per share) | $ 25.79 | ||
Granted (in dollars per share) | 22.81 | $ 29.60 | $ 17.84 |
Vested (in dollars per share) | 23.97 | ||
Forfeited (in dollars per share) | 23.40 | ||
Expired (in dollars per share) | 0 | ||
Unvested balance at end of period (in dollars per share) | $ 25.47 | $ 25.79 |
Stock Plans and Share-Based C_8
Stock Plans and Share-Based Compensation - Roll-Forward of Activity for Restricted Stock Awards (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
Mar. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Units | |||
Unvested balance at beginning of period (in shares) | 200,000 | ||
Granted (in shares) | 0 | 0 | |
Vested (in shares) | (100,000) | ||
Forfeited (in shares) | 0 | ||
Expired (in shares) | 0 | ||
Unvested balance at end of period (in shares) | 100,000 | ||
Weighted- Average Grant-Date Fair Value | |||
Unvested balance at beginning of period (in dollars per share) | $ 29.52 | ||
Granted (in dollars per share) | $ 28.74 | 0 | |
Vested (in dollars per share) | 29.52 | ||
Forfeited (in dollars per share) | 0 | ||
Expired (in dollars per share) | 0 | ||
Unvested balance at end of period (in dollars per share) | $ 29.52 |
Stock Plans and Share-Based C_9
Stock Plans and Share-Based Compensation - Roll-Forward of Activity for Performance Share Units (Details) - Performance Shares - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Units | |||
Unvested balance at beginning of period (in shares) | 2,000 | ||
Granted (in shares) | 500 | 1,400 | 300 |
Target Award Adjustment (in units) | 100 | ||
Vested (in shares) | (400) | ||
Forfeited (in shares) | (100) | ||
Unvested balance at end of period (in shares) | 2,100 | 2,000 | |
Weighted- Average Grant-Date Fair Value | |||
Unvested balance at beginning of period (in dollars per share) | $ 27 | ||
Granted (in dollars per share) | 34.68 | $ 30.35 | $ 19.66 |
Target Award Adjustment (in dollars per unit) | 16.60 | ||
Vested (in dollars per share) | 16.28 | ||
Forfeited (in dollars per share) | 28.42 | ||
Unvested balance at end of period (in dollars per share) | $ 30.24 | $ 27 | |
Shares awarded as a percentage of granted | 100% |
Stock Plans and Share-Based _10
Stock Plans and Share-Based Compensation - Share-Based Compensation Related to Employees and Directors (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total cost of share-based compensation included in income, before income tax | $ 47 | $ 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 |
Cost of products | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total cost of share-based compensation included in income, before income tax | 1.6 | 1.2 | 0.8 |
Selling, general and administrative expenses | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total cost of share-based compensation included in income, before income tax | 44 | 36.5 | 9.3 |
Research and development expenses | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total cost of share-based compensation included in income, before income tax | 1.1 | 1 | 0.8 |
Other venue expenses | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total cost of share-based compensation included in income, before income tax | $ 0.3 | $ 0 | $ 0 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) plan | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | |||
Number of plans | plan | 2 | ||
Callaway Golf 401(k) Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Maximum employee contribution to defined contribution benefit plans | 75% | ||
Employer matching contribution, percentage | 50% | ||
Employer matching contribution, percentage of employees' gross pay | 6% | ||
Defined contribution plan, maximum matching contributions per employee, percent | 3% | ||
Defined contribution plan employee vesting percentage | 100% | ||
Defined contribution plan employer vesting percentage | 50% | ||
Number of years of service required to vest in full (in years) | 2 years | ||
Employer contribution towards compensation plan | $ 4.1 | $ 3.3 | $ 1.1 |
Topgolf 401(k) Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Maximum employee contribution to defined contribution benefit plans | 80% | ||
Defined contribution plan employee vesting percentage | 100% | ||
Defined contribution plan employer vesting percentage | 25% | ||
Number of years of service required to vest in full (in years) | 4 years | ||
Employer contribution towards compensation plan | $ 7.2 | $ 2.7 | |
Topgolf 401(k) Plan | Defined Contribution Plan, Tranche One | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, maximum matching contributions per employee, percent | 3% | ||
Topgolf 401(k) Plan | Defined Contribution Plan, Tranche Two | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percentage | 50% | ||
Topgolf 401(k) Plan | Defined Contribution Plan, Tranche Two | Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percentage of employees' gross pay | 6% | ||
2022 Topgolf 401(k) Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, maximum matching contributions per employee, percent | 4% | ||
Defined contribution plan employee vesting percentage | 100% | ||
Immediate employee vesting percentage | 100% | ||
2022 Topgolf 401(k) Plan | Defined Contribution Plan, Tranche One | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percentage | 100% | ||
Employer matching contribution, percentage of employees' gross pay | 3% | ||
2022 Topgolf 401(k) Plan | Defined Contribution Plan, Tranche Two | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percentage | 50% | ||
2022 Topgolf 401(k) Plan | Defined Contribution Plan, Tranche Two | Minimum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percentage of employees' gross pay | 3% | ||
2022 Topgolf 401(k) Plan | Defined Contribution Plan, Tranche Two | Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percentage of employees' gross pay | 5% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Foreign Currency Exchange Contracts Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Foreign currency forward contracts, net | $ 2 | $ (8.6) |
Foreign currency forward contracts | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Asset position | 0.2 | 0.3 |
Liability position | (5.4) | (0.2) |
Interest rate swap agreements | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Asset position | 7.2 | |
Liability position | 0 | (8.7) |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Foreign currency forward contracts, net | 2 | (8.6) |
Level 2 | Foreign currency forward contracts | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Asset position | 0.2 | 0.3 |
Liability position | (5.4) | (0.2) |
Level 2 | Interest rate swap agreements | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Asset position | 7.2 | |
Liability position | $ 0 | $ (8.7) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Fair Value Relating to Financial Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 1,190.1 | $ 1,044.4 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 258.3 | 258.8 |
Carrying Value | ABL Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facilities | 181.1 | 9.1 |
Carrying Value | 2022 Japan ABL Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facilities | 38.2 | 0 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 337.7 | 444.4 |
Fair Value | ABL Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facilities | 181.1 | 9.1 |
Fair Value | 2022 Japan ABL Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facilities | 38.2 | 0 |
Secured Debt | Carrying Value | Japan Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 0 | 13 |
Secured Debt | Carrying Value | Term Loan B | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 432 | 436.8 |
Secured Debt | Carrying Value | Topgolf Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 336.9 | 340.4 |
Secured Debt | Carrying Value | Topgolf Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 110 | 0 |
Secured Debt | Carrying Value | Equipment Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 27.8 | 31.1 |
Secured Debt | Fair Value | Japan Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 0 | 12.2 |
Secured Debt | Fair Value | Term Loan B | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 431.1 | 437.5 |
Secured Debt | Fair Value | Topgolf Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 337.1 | 346.1 |
Secured Debt | Fair Value | Topgolf Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 110 | 0 |
Secured Debt | Fair Value | Equipment Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 23.6 | 30.2 |
Loans Payable | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 45.9 | 46.4 |
Loans Payable | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | $ 55.3 | $ 52.3 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Impairment loss | $ 5,500,000 | $ 0 | $ 174,300,000 |
Tangible asset impairment loss | 4,800,000 | ||
Goodwill, impaired, accumulated impairment loss | 148,400,000 | 148,400,000 | |
Impairment of intangible assets (excluding goodwill) | $ 0 | $ 0 | |
Tradename and trademarks | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Impairment of intangible assets (excluding goodwill) | $ 25,900,000 |
Derivatives and Hedging - Summa
Derivatives and Hedging - Summary of Fair Value of Derivative Instruments by Contract Type and Location of Asset and/or Liability on Consolidated Condensed Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value, gross asset including not subject to matter netting arrangement | $ 7.4 | $ 0.3 |
Derivative liability, fair value, gross liability including not subject to master netting arrangement | 5.4 | 8.9 |
Not Designated as Hedging Instrument | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value, gross asset including not subject to matter netting arrangement | 0.1 | 0.2 |
Not Designated as Hedging Instrument | Foreign currency forward contracts | Accounts payable and accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value, gross liability including not subject to master netting arrangement | 2.8 | 0.2 |
Cash Flow Hedging | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value, gross asset including not subject to matter netting arrangement | 7.3 | 0.1 |
Derivative liability, fair value, gross liability including not subject to master netting arrangement | 2.6 | 8.7 |
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency forward contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value, gross asset including not subject to matter netting arrangement | 0.1 | 0.1 |
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency forward contracts | Accounts payable and accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value, gross liability including not subject to master netting arrangement | 2.6 | 0 |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swap agreements | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value, gross asset including not subject to matter netting arrangement | 4.4 | 0 |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swap agreements | Other assets, net | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value, gross asset including not subject to matter netting arrangement | 2.8 | 0 |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swap agreements | Accounts payable and accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value, gross liability including not subject to master netting arrangement | 0 | 4.1 |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swap agreements | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value, gross liability including not subject to master netting arrangement | $ 0 | $ 4.6 |
Derivatives and Hedging - Forwa
Derivatives and Hedging - Forward Currency Forward Contracts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative [Line Items] | |||
Minimum length of time, foreign currency cash flow hedge | 12 months | ||
Maximum maturity for foreign currency cash flow hedge | 15 months | ||
Net gain (loss) in accumulated other comprehensive loss related to foreign currency forward contracts | $ 16.2 | $ 6.9 | $ 3 |
Forward points amortized on derivatives | 0.4 | ||
Designated as Hedging Instrument | Cash Flow Hedging | |||
Derivative [Line Items] | |||
Net gain (loss) in accumulated other comprehensive loss related to foreign currency forward contracts | 16.2 | 6.8 | 3 |
Settlement of cross-currency swap contract | 3.2 | (3.1) | 15.7 |
Foreign currency forward contracts | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Derivative instrument, notional amount | 100 | 3.3 | |
Foreign currency forward contracts | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Interest rate cash flow hedge loss to be reclassified during next 12 months, net | 2.4 | ||
Foreign currency forward contracts | Designated as Hedging Instrument | Cash Flow Hedging | |||
Derivative [Line Items] | |||
Net gain (loss) in accumulated other comprehensive loss related to foreign currency forward contracts | 2 | 2.4 | 0.8 |
Settlement of cross-currency swap contract | $ 4.8 | $ 1.7 | $ 1.1 |
Derivatives and Hedging - Inter
Derivatives and Hedging - Interest Rate Hedge Contract and Cross-Currency Debt Swap (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative [Line Items] | |||
Net gain (loss) in accumulated other comprehensive loss related to foreign currency forward contracts | $ 16.2 | $ 6.9 | $ 3 |
Designated as Hedging Instrument | Cash Flow Hedging | |||
Derivative [Line Items] | |||
Settlement of cross-currency swap contract | 3.2 | (3.1) | 15.7 |
Net gain (loss) in accumulated other comprehensive loss related to foreign currency forward contracts | 16.2 | 6.8 | 3 |
Cross-currency debt swap contracts | Designated as Hedging Instrument | Cash Flow Hedging | |||
Derivative [Line Items] | |||
Settlement of cross-currency swap contract | 0 | 0 | 18.5 |
Net gain (loss) in accumulated other comprehensive loss related to foreign currency forward contracts | 0 | 0 | 15.1 |
Cross-currency debt swap contracts | Other income (expense) | |||
Derivative [Line Items] | |||
Settlement of cross-currency swap contract | 0 | 0 | 11.1 |
Other comprehensive income (loss), foreign currency transaction and translation gain (loss) arising during period, net of tax | 5.7 | ||
Cross-currency debt swap contracts | Interest Income | |||
Derivative [Line Items] | |||
Settlement of cross-currency swap contract | 1.7 | ||
Currency and Interest Rate Swap Agreements | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Derivative instrument, notional amount | $ 192.3 | 194.3 | |
Interest rate swap agreements | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Derivative, fixed interest rate | 2.54% | ||
Interest rate swap agreements | Designated as Hedging Instrument | Cash Flow Hedging | |||
Derivative [Line Items] | |||
Settlement of cross-currency swap contract | $ (1.6) | (4.8) | (3.9) |
Net gain (loss) in accumulated other comprehensive loss related to foreign currency forward contracts | 14.2 | $ 4.4 | $ (12.9) |
Interest rate cash flow hedge gain (loss) to be reclassified during next 12 months, net | $ 4.4 |
Derivatives and Hedging - Locat
Derivatives and Hedging - Location of Gains in Consolidated Condensed Statements of Operations that were Recognized and Derivative Contract Type (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Change in derivative instruments | $ 16.2 | $ 6.9 | $ 3 |
Foreign currency forward contract gain, net | 44.5 | 14.4 | 2.9 |
Other income (expense) | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Foreign currency forward contract gain, net | 44.5 | 14.4 | 2.2 |
Cash Flow Hedging | Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Change in derivative instruments | 16.2 | 6.8 | 3 |
Settlement of cross-currency swap contract | 3.2 | (3.1) | 15.7 |
Foreign currency forward contracts | Cash Flow Hedging | Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Change in derivative instruments | 2 | 2.4 | 0.8 |
Settlement of cross-currency swap contract | 4.8 | 1.7 | 1.1 |
Cross-currency debt swap contracts | Other income (expense) | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Settlement of cross-currency swap contract | 0 | 0 | 11.1 |
Cross-currency debt swap contracts | Cash Flow Hedging | Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Change in derivative instruments | 0 | 0 | 15.1 |
Settlement of cross-currency swap contract | 0 | 0 | 18.5 |
Interest rate swap agreements | Cash Flow Hedging | Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Change in derivative instruments | 14.2 | 4.4 | (12.9) |
Settlement of cross-currency swap contract | $ (1.6) | $ (4.8) | $ (3.9) |
Derivatives and Hedging - Forei
Derivatives and Hedging - Foreign Currency Forward Contracts Not Designated as Hedging Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative [Line Items] | |||
Maximum maturity for foreign currency derivatives | 12 months | ||
Foreign currency gains (losses) | $ (18.3) | $ (6.4) | $ 9 |
Foreign currency forward contracts | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Derivative instrument, notional amount | $ 162.9 | $ 67.8 | $ 81.6 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Change in derivative instruments | $ 16,200 | $ 6,900 | $ 3,000 |
Income tax benefit on derivative instruments | (2,500) | (1,600) | 2,900 |
Foreign currency translation adjustments | (44,700) | (29,200) | 25,700 |
AOCI Attributable to Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (27,300) | (6,500) | (22,400) |
Foreign currency translation adjustments | (44,700) | (29,200) | 25,700 |
Balance at end of period | (61,500) | (27,300) | (6,500) |
Derivative Instruments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (5,600) | (14,000) | (4,200) |
Change in derivative instruments | 16,200 | 6,900 | 3,000 |
Income tax benefit on derivative instruments | (2,500) | (1,600) | 2,900 |
Foreign currency translation adjustments | 0 | 0 | 0 |
Balance at end of period | 4,900 | (5,600) | (14,000) |
Foreign Currency Translation | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (21,700) | 7,500 | (18,200) |
Change in derivative instruments | 0 | 0 | 0 |
Income tax benefit on derivative instruments | 0 | 0 | 0 |
Foreign currency translation adjustments | (44,700) | (29,200) | 25,700 |
Balance at end of period | (66,400) | (21,700) | 7,500 |
Cost of Goods Sold | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Net (gain) loss reclassified from accumulated other comprehensive income | (4,800) | (1,700) | (1,000) |
Cost of Goods Sold | Derivative Instruments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Net (gain) loss reclassified from accumulated other comprehensive income | (4,800) | (1,700) | (1,000) |
Cost of Goods Sold | Foreign Currency Translation | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Net (gain) loss reclassified from accumulated other comprehensive income | 0 | 0 | 0 |
Other Income (Expense) | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Net (gain) loss reclassified from accumulated other comprehensive income | (16,800) | ||
Other Income (Expense) | Derivative Instruments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Net (gain) loss reclassified from accumulated other comprehensive income | (16,800) | ||
Other Income (Expense) | Foreign Currency Translation | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Net (gain) loss reclassified from accumulated other comprehensive income | |||
Interest Expense | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Net (gain) loss reclassified from accumulated other comprehensive income | 1,600 | 4,800 | 2,100 |
Interest Expense | Derivative Instruments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Net (gain) loss reclassified from accumulated other comprehensive income | 1,600 | 4,800 | 2,100 |
Interest Expense | Foreign Currency Translation | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Net (gain) loss reclassified from accumulated other comprehensive income | $ 0 | $ 0 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Segment Information - Informati
Segment Information - Information Utilized by Management to Evaluate Operating Segments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total net revenues | $ 3,995.7 | $ 3,133.4 | $ 1,589.5 |
Total operating income (loss) | 256.8 | 204.7 | (105.5) |
Gain on Topgolf investment | 0 | 252.5 | 0 |
Interest expense, net | (142.8) | (115.6) | (46.9) |
Other income, net | 27.9 | 9 | 24.9 |
Total income (loss) before income taxes | 141.9 | 350.6 | (127.5) |
Identifiable assets | 8,590.4 | 7,747.8 | |
Additions to long-lived assets | 526.6 | 338.5 | |
Depreciation and amortization | 192.8 | 155.8 | 39.5 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Income (loss) before income taxes | 405.6 | 330.6 | 149.3 |
Total operating income (loss) | 256.8 | 204.7 | (105.5) |
Reconciling items | |||
Segment Reporting Information [Line Items] | |||
Reconciling items | (148.8) | (125.9) | (254.8) |
Identifiable assets | 914.4 | 889.7 | |
Topgolf | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 1,549 | 1,087.6 | 0 |
Topgolf | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 1,549 | 1,087.6 | 0 |
Income (loss) before income taxes | 76.8 | 58.2 | 0 |
Identifiable assets | 5,302 | 4,910 | |
Additions to long-lived assets | 490.4 | 286.8 | |
Depreciation and amortization | 143.8 | 114.6 | |
Golf Equipment | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 1,406.6 | 1,229.2 | 982.7 |
Golf Equipment | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 1,406.6 | 1,229.2 | 982.7 |
Income (loss) before income taxes | 251.4 | 203.9 | 148.6 |
Identifiable assets | 1,340 | 1,107.6 | |
Additions to long-lived assets | 13.8 | 30.7 | |
Depreciation and amortization | 20.7 | 14.1 | |
Active Lifestyle | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 1,040.1 | 816.6 | 606.8 |
Active Lifestyle | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 1,040.1 | 816.6 | 606.8 |
Income (loss) before income taxes | 77.4 | 68.5 | $ 0.7 |
Identifiable assets | 1,034 | 840.5 | |
Additions to long-lived assets | 22.4 | 21 | |
Depreciation and amortization | $ 28.3 | $ 27.1 |
Segment Information - Summary o
Segment Information - Summary of Revenue and Long Lived Assets by Geographical Areas (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Principal Transaction Revenue [Line Items] | |||
Net revenues | $ 3,995.7 | $ 3,133.4 | $ 1,589.5 |
Long-Lived Assets | 1,809.6 | 1,451.4 | 146.5 |
United States | |||
Principal Transaction Revenue [Line Items] | |||
Net revenues | 2,798 | 2,067.1 | 778.6 |
Long-Lived Assets | 1,729 | 1,383.6 | 116.5 |
Europe | |||
Principal Transaction Revenue [Line Items] | |||
Net revenues | 537.4 | 499.5 | 373 |
Long-Lived Assets | 58.8 | 48.9 | 17.1 |
Asia | |||
Principal Transaction Revenue [Line Items] | |||
Net revenues | 545.4 | 465.5 | 212.1 |
Long-Lived Assets | 18.8 | 7.2 | 6 |
Rest of World | |||
Principal Transaction Revenue [Line Items] | |||
Net revenues | 114.9 | 101.3 | 225.8 |
Long-Lived Assets | $ 3 | $ 11.7 | $ 6.9 |
Uncategorized Items - ely-20221
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2019-05 [Member] |