Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-10962 | |
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, $0.01 par value per share | |
Trading Symbol | MODG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 184,517,048 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000837465 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 330.3 | $ 180.2 |
Restricted cash | 0.7 | 19.1 |
Accounts receivable, less allowances of $11.2 million and $10.8 million, respectively | 304.6 | 167.3 |
Inventories | 736.5 | 959.2 |
Prepaid expenses | 59.5 | 57.1 |
Other current assets | 171.1 | 136 |
Total current assets | 1,602.7 | 1,518.9 |
Property, plant and equipment, net | 2,083.1 | 1,809.6 |
Operating lease right-of-use assets, net | 1,414.6 | 1,419.1 |
Tradenames and trademarks | 1,410.3 | 1,412.7 |
Other intangible assets, net | 82.8 | 91 |
Goodwill | 1,983.6 | 1,983.7 |
Other assets, net | 404.9 | 355.4 |
Total assets | 8,982 | 8,590.4 |
Current liabilities: | ||
Accounts payable and accrued expenses | 386.1 | 580 |
Accrued employee compensation and benefits | 109.8 | 135.2 |
Asset-based credit facilities | 78.1 | 219.3 |
Operating lease liabilities, short-term | 82.8 | 76.4 |
Construction advances | 119.9 | 35.4 |
Deferred revenue | 96.9 | 94.9 |
Other current liabilities | 35.6 | 35 |
Total current liabilities | 909.2 | 1,176.2 |
Long-term debt, net | 1,521.5 | 1,176.3 |
Operating lease liabilities, long-term | 1,443.2 | 1,437.5 |
Deemed landlord financing obligations | 809.2 | 658 |
Deferred taxes, net | 68.3 | 117.5 |
Other long-term liabilities | 278.7 | 250.6 |
Commitments and contingencies (Note 11) | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value, 3.0 million shares authorized, none issued and outstanding at September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.01 par value, 360.0 million shares authorized, and 187.0 million shares and 186.2 million shares issued at September 30, 2023 and December 31, 2022, respectively | 1.9 | 1.9 |
Additional paid-in capital | 3,025 | 3,012.7 |
Retained earnings | 1,024.6 | 852.5 |
Accumulated other comprehensive loss | (54.3) | (61.5) |
Less: Common stock held in treasury, at cost, 2.4 million shares and 1.3 million shares at September 30, 2023 and December 31, 2022, respectively | (45.3) | (31.3) |
Total shareholders’ equity | 3,951.9 | 3,774.3 |
Total liabilities and shareholders’ equity | $ 8,982 | $ 8,590.4 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Accounts receivable, allowance for credit loss | $ 11.2 | $ 10.8 |
Shareholders’ equity: | ||
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 issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (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) | 187,000,000 | 186,200,000 |
Treasury stock (in shares) | 2,400,000 | 1,300,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net revenues: | ||||
Total net revenues | $ 1,040.6 | $ 988.5 | $ 3,387.7 | $ 3,144.4 |
Costs and expenses: | ||||
Other venue expense | 312.1 | 287.6 | 934.7 | 780.2 |
Selling, general and administrative expense | 242.5 | 224.7 | 790.6 | 720.4 |
Research and development expense | 22.6 | 19.2 | 67.4 | 55.4 |
Venue pre-opening costs | 6.9 | 9.9 | 16.3 | 18.1 |
Total costs and expenses | 966.8 | 920.3 | 3,117.4 | 2,852.9 |
Income from operations | 73.8 | 68.2 | 270.3 | 291.5 |
Interest expense, net | (52.3) | (36.4) | (153.6) | (100.3) |
Other income, net | 5.2 | 7 | 2.4 | 26.9 |
Income before income taxes | 26.7 | 38.8 | 119.1 | 218.1 |
Income tax (benefit) provision | (3) | 0.3 | (53) | (12.5) |
Net income | $ 29.7 | $ 38.5 | $ 172.1 | $ 230.6 |
Earnings per common share: | ||||
Basic (in dollars per share) | $ 0.16 | $ 0.21 | $ 0.93 | $ 1.25 |
Diluted (in dollars per share) | $ 0.16 | $ 0.20 | $ 0.88 | $ 1.17 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 185.2 | 184.8 | 185.2 | 184.9 |
Diluted (in shares) | 201.2 | 201.8 | 201.3 | 201 |
Products | ||||
Net revenues: | ||||
Total net revenues | $ 597.1 | $ 579.3 | $ 2,078.2 | $ 2,018.2 |
Costs and expenses: | ||||
Cost of products | 337.1 | 330.7 | 1,167 | 1,142.5 |
Services | ||||
Net revenues: | ||||
Total net revenues | 443.5 | 409.2 | 1,309.5 | 1,126.2 |
Costs and expenses: | ||||
Cost of services, excluding depreciation and amortization | $ 45.6 | $ 48.2 | $ 141.4 | $ 136.3 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 29.7 | $ 38.5 | $ 172.1 | $ 230.6 |
Other comprehensive income (loss): | ||||
Change in derivative instruments | 5.7 | 4.4 | 17.5 | 17.4 |
Foreign currency translation adjustments | (14.4) | (38) | (10.8) | (84.6) |
Comprehensive income, before income tax | 21 | 4.9 | 178.8 | 163.4 |
Income tax benefit on derivative instruments | (1.1) | (1) | (0.5) | (1.9) |
Comprehensive income | $ 22.1 | $ 5.9 | $ 179.3 | $ 165.3 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Cash flows from operating activities: | |||
Net income | $ 172.1 | $ 230.6 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 175.7 | 139.8 | |
Non-cash interest on financing and deemed landlord financed leases | 17.1 | 4.3 | |
Amortization of debt discount and issuance costs | 4.9 | 7.4 | |
Deferred taxes, net | (54.4) | (12.5) | |
Share-based compensation | 38.4 | 37.4 | |
Unrealized net losses on hedging instruments and foreign currency | 7.2 | 2.1 | |
Loss on debt modification | 10.5 | 0 | |
Other | 1.5 | 4.8 | |
Change in assets and liabilities: | |||
Accounts receivable, net | (144.8) | (193.9) | |
Inventories | 205.8 | (235.9) | |
Leasing receivables | (9.1) | (14.8) | |
Other assets | 3.1 | 12.3 | |
Accounts payable and accrued expenses | (175.2) | 69.2 | |
Deferred revenue | 3.1 | 0.4 | |
Accrued employee compensation and benefits | (25.1) | 4.2 | |
Operating lease assets and liabilities, net | 13.6 | 2.1 | |
Income taxes receivable/payable, net | (18.4) | (24.9) | |
Other liabilities | 1.7 | 2 | |
Net cash provided by operating activities | 227.7 | 34.6 | |
Cash flows from investing activities: | |||
Capital expenditures | (388.7) | (353.4) | |
Asset acquisitions, net of cash acquired | (31.2) | 0 | |
Proceeds from government grants | 3 | 0 | |
Investment in golf-related ventures | (2.5) | 0 | |
Acquisition of intangible assets | (0.8) | (0.6) | |
Proceeds from sale of investment in golf-related ventures | 0 | 0.4 | |
Proceeds from sale of property and equipment | 0.3 | 0 | |
Net cash used in investing activities | (419.9) | (353.6) | |
Cash flows from financing activities: | |||
Repayments of long-term debt | (788.2) | (87) | |
Proceeds from borrowings on long-term debt | 1,224.8 | 60 | |
(Repayments of) proceeds from credit facilities, net | (245.4) | 100 | |
Debt issuance costs | (1.8) | 0 | |
Payment on contingent earn-out obligation | 0 | (5.6) | |
Repayments of financing leases | (2.2) | (0.3) | |
Proceeds from lease financing | 184.3 | 133.1 | |
Exercise of stock options | 3.9 | 0.6 | |
Acquisition of treasury stock | (44) | (35.5) | |
Net cash provided by financing activities | 331.4 | 165.3 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (7.3) | 0.6 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 131.9 | (153.1) | |
Cash, cash equivalents and restricted cash at beginning of period | 203.4 | 357.7 | |
Cash, cash equivalents and restricted cash at end of period | 335.3 | 204.6 | |
Less: restricted cash | [1] | (5) | (4.3) |
Cash and cash equivalents at end of period | 330.3 | 200.3 | |
Supplemental disclosures: | |||
Cash paid for income taxes, net | 20 | 21.9 | |
Cash paid for interest | 132.8 | 86 | |
Non-cash investing and financing activities: | |||
Issuance of treasury stock and common stock for compensatory stock awards released from restriction | 24.3 | 28 | |
Accrued capital expenditures | 38.3 | 47.2 | |
Financed additions of capital expenditures | 43.3 | 28.3 | |
Issuance of common stock related to convertible notes | $ 0 | $ 0.5 | |
[1] (1) Includes $0.7 million and $0.5 million of short-term restricted cash and $4.3 million and $3.8 million of long-term restricted cash included in other assets for the periods ended September 30, 2023 and 2022, respectively. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 |
Statement of Cash Flows [Abstract] | ||
Restricted cash, current | $ 0.7 | $ 0.5 |
Restricted cash, noncurrent | $ 4.3 | $ 3.8 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Treasury Stock |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 186.2 | ||||||||
Balance at beginning of period at Dec. 31, 2021 | $ 3,682.9 | $ (44.7) | $ 1.9 | $ 3,051.6 | $ (57.1) | $ 682.2 | $ 12.4 | $ (27.3) | $ (25.5) |
Treasury stock, balance at beginning of period (in shares) at Dec. 31, 2021 | 1 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Acquisition of treasury stock (in shares) | (1.5) | ||||||||
Acquisition of treasury stock | (34.2) | $ (34.2) | |||||||
Compensatory awards released from restriction (in shares) | 1 | ||||||||
Compensatory awards released from restriction | 0 | (24) | $ 24 | ||||||
Share-based compensation | 13.8 | 13.8 | |||||||
Equity adjustment from foreign currency translation | (13.4) | (13.4) | |||||||
Change in fair value of derivative instruments, net of tax | 9.4 | 9.4 | |||||||
Net income (loss) | 86.7 | 86.7 | |||||||
Balance at end of period (in shares) at Mar. 31, 2022 | 186.2 | ||||||||
Balance at end of period at Mar. 31, 2022 | 3,700.5 | $ 1.9 | 2,984.3 | 781.3 | (31.3) | $ (35.7) | |||
Treasury stock, balance at end of period (in shares) at Mar. 31, 2022 | 1.5 | ||||||||
Balance at beginning of period (in shares) at Dec. 31, 2021 | 186.2 | ||||||||
Balance at beginning of period at Dec. 31, 2021 | 3,682.9 | $ (44.7) | $ 1.9 | 3,051.6 | $ (57.1) | 682.2 | $ 12.4 | (27.3) | $ (25.5) |
Treasury stock, balance at beginning of period (in shares) at Dec. 31, 2021 | 1 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 230.6 | ||||||||
Balance at end of period (in shares) at Sep. 30, 2022 | 186.2 | ||||||||
Balance at end of period at Sep. 30, 2022 | 3,806.5 | $ 1.9 | 3,004.2 | 925.2 | (92.6) | $ (32.2) | |||
Treasury stock, balance at end of period (in shares) at Sep. 30, 2022 | (1.3) | ||||||||
Balance at beginning of period (in shares) at Mar. 31, 2022 | 186.2 | ||||||||
Balance at beginning of period at Mar. 31, 2022 | 3,700.5 | $ 1.9 | 2,984.3 | 781.3 | (31.3) | $ (35.7) | |||
Treasury stock, balance at beginning of period (in shares) at Mar. 31, 2022 | 1.5 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Acquisition of treasury stock | (0.3) | 0.2 | $ (0.5) | ||||||
Exercise of stock options | 0.1 | (0.2) | $ 0.3 | ||||||
Compensatory awards released from restriction (in shares) | 0.1 | ||||||||
Compensatory awards released from restriction | 0 | (1.8) | $ 1.8 | ||||||
Share-based compensation | 13.2 | 13.2 | |||||||
Equity adjustment from foreign currency translation | (33.2) | (33.2) | |||||||
Change in fair value of derivative instruments, net of tax | 4.5 | 4.5 | |||||||
Net income (loss) | 105.4 | 105.4 | |||||||
Balance at end of period (in shares) at Jun. 30, 2022 | 186.2 | ||||||||
Balance at end of period at Jun. 30, 2022 | 3,790.2 | $ 1.9 | 2,995.7 | 886.7 | (60) | $ (34.1) | |||
Treasury stock, balance at end of period (in shares) at Jun. 30, 2022 | 1.4 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Acquisition of treasury stock | (1) | $ (1) | |||||||
Exercise of stock options | 0.5 | (0.3) | $ 0.8 | ||||||
Compensatory awards released from restriction (in shares) | 0.1 | ||||||||
Compensatory awards released from restriction | 0 | (2.2) | $ 2.2 | ||||||
Share-based compensation | 10.4 | 10.4 | |||||||
Equity adjustment from foreign currency translation | (38) | (38) | |||||||
Change in fair value of derivative instruments, net of tax | 5.4 | 5.4 | |||||||
Issuance of common stock related to convertible notes | 0.5 | 0.5 | |||||||
Capped call transaction related to convertible note conversion | 0 | 0.1 | (0.1) | ||||||
Net income (loss) | 38.5 | 38.5 | |||||||
Balance at end of period (in shares) at Sep. 30, 2022 | 186.2 | ||||||||
Balance at end of period at Sep. 30, 2022 | 3,806.5 | $ 1.9 | 3,004.2 | 925.2 | (92.6) | $ (32.2) | |||
Treasury stock, balance at end of period (in shares) at Sep. 30, 2022 | (1.3) | ||||||||
Balance at beginning of period (in shares) at Dec. 31, 2022 | 186.2 | ||||||||
Balance at beginning of period at Dec. 31, 2022 | $ 3,774.3 | $ 1.9 | 3,012.7 | 852.5 | (61.5) | $ (31.3) | |||
Treasury stock, balance at beginning of period (in shares) at Dec. 31, 2022 | 1.3 | (1.3) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Acquisition of treasury stock (in shares) | (0.4) | ||||||||
Acquisition of treasury stock | $ (9.2) | $ (9.2) | |||||||
Exercise of stock options (in shares) | 0.2 | ||||||||
Exercise of stock options | 3.6 | (1.2) | $ 4.8 | ||||||
Compensatory awards released from restriction (in shares) | 0.9 | ||||||||
Compensatory awards released from restriction | 0 | (21.3) | $ 21.3 | ||||||
Share-based compensation | 12.4 | 12.4 | |||||||
Equity adjustment from foreign currency translation | 5.3 | 5.3 | |||||||
Change in fair value of derivative instruments, net of tax | (0.3) | (0.3) | |||||||
Net income (loss) | 25 | 25 | |||||||
Balance at end of period (in shares) at Mar. 31, 2023 | 186.2 | ||||||||
Balance at end of period at Mar. 31, 2023 | 3,811.1 | $ 1.9 | 3,002.6 | 877.5 | (56.5) | $ (14.4) | |||
Treasury stock, balance at end of period (in shares) at Mar. 31, 2023 | (0.6) | ||||||||
Balance at beginning of period (in shares) at Dec. 31, 2022 | 186.2 | ||||||||
Balance at beginning of period at Dec. 31, 2022 | $ 3,774.3 | $ 1.9 | 3,012.7 | 852.5 | (61.5) | $ (31.3) | |||
Treasury stock, balance at beginning of period (in shares) at Dec. 31, 2022 | 1.3 | (1.3) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | $ 172.1 | ||||||||
Balance at end of period (in shares) at Sep. 30, 2023 | 187 | ||||||||
Balance at end of period at Sep. 30, 2023 | $ 3,951.9 | $ 1.9 | 3,025 | 1,024.6 | (54.3) | $ (45.3) | |||
Treasury stock, balance at end of period (in shares) at Sep. 30, 2023 | 2.4 | (2.4) | |||||||
Balance at beginning of period (in shares) at Mar. 31, 2023 | 186.2 | ||||||||
Balance at beginning of period at Mar. 31, 2023 | $ 3,811.1 | $ 1.9 | 3,002.6 | 877.5 | (56.5) | $ (14.4) | |||
Treasury stock, balance at beginning of period (in shares) at Mar. 31, 2023 | (0.6) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Acquisition of treasury stock (in shares) | (1) | ||||||||
Acquisition of treasury stock | (18.1) | $ (18.1) | |||||||
Exercise of stock options | 0.1 | (0.4) | $ 0.5 | ||||||
Compensatory awards released from restriction (in shares) | 0.1 | ||||||||
Compensatory awards released from restriction | 0 | (2.4) | $ 2.4 | ||||||
Share-based compensation | 12.4 | 12.4 | |||||||
Equity adjustment from foreign currency translation | (1.7) | (1.7) | |||||||
Change in fair value of derivative instruments, net of tax | 11.5 | 11.5 | |||||||
Net income (loss) | 117.4 | 117.4 | |||||||
Balance at end of period (in shares) at Jun. 30, 2023 | 186.2 | ||||||||
Balance at end of period at Jun. 30, 2023 | 3,932.7 | $ 1.9 | 3,012.2 | 994.9 | (46.7) | $ (29.6) | |||
Treasury stock, balance at end of period (in shares) at Jun. 30, 2023 | (1.5) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Acquisition of treasury stock (in shares) | (1) | ||||||||
Acquisition of treasury stock | $ (16.7) | $ (16.7) | |||||||
Issuance of common stock (in shares) | 0.8 | ||||||||
Exercise of stock options | $ 0.2 | (0.2) | $ 0.4 | ||||||
Compensatory awards released from restriction (in shares) | 0.1 | ||||||||
Compensatory awards released from restriction | 0 | (0.6) | $ 0.6 | ||||||
Share-based compensation | 13.6 | 13.6 | |||||||
Equity adjustment from foreign currency translation | (14.4) | (14.4) | |||||||
Change in fair value of derivative instruments, net of tax | 6.8 | 6.8 | |||||||
Net income (loss) | 29.7 | 29.7 | |||||||
Balance at end of period (in shares) at Sep. 30, 2023 | 187 | ||||||||
Balance at end of period at Sep. 30, 2023 | $ 3,951.9 | $ 1.9 | $ 3,025 | $ 1,024.6 | $ (54.3) | $ (45.3) | |||
Treasury stock, balance at end of period (in shares) at Sep. 30, 2023 | 2.4 | (2.4) |
The Company and Basis of Presen
The Company and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
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. (together with its wholly-owned subsidiaries, referred to as “we,” “our,” “us,” or “Topgolf Callaway Brands” unless otherwise specified), a Delaware corporation, 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 our family of brand names, which include Topgolf, Callaway Golf, Odyssey, TravisMathew, Jack Wolfskin, OGIO, Toptracer and World Golf Tour (“WGT”). Our products and brands are reported under three operating segments: Topgolf, which includes the operations of our company-operated Topgolf venues, Toptracer ball-flight tracking technology (“Toptracer”), and WGT digital golf game; Golf Equipment, which includes the operations of our golf clubs and golf balls business under the Callaway Golf and Odyssey brand names; and Active Lifestyle, which includes the operations of our soft goods business marketed under the Callaway, TravisMathew, Jack Wolfskin and OGIO brand names. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to these rules and regulations, we have condensed or omitted certain information and disclosures that are normally included in our annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, these condensed consolidated financial statements include all of the normal and recurring adjustments necessary for the fair presentation of the financial position, results of operations and cash flows for the periods and dates presented. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Interim operating results are not necessarily indicative of operating results that may be expected for the year ending December 31, 2023, or any other future periods. We translate the financial statements of our foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. All intercompany balances and transactions have been eliminated during consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Our significant accounting policies are described in Note 2 to our audited consolidated financial statements for the year ended December 31, 2022, which are included in our Annual Report on Form 10-K which was filed with the SEC on March 1, 2023. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets 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. We base our estimates on historical information and various other assumptions that are believed to be reasonable under the circumstances. Examples of such estimates include, among other things, determining the nature and timing of the satisfaction of performance obligations as it relates to revenue recognition, the valuation of share-based awards, the recoverability of long-lived assets, the assessment of intangible assets and goodwill for impairment, the determination of the incremental borrowing rate for operating and financing leases, provisions for warranty and expected credit losses, inventory obsolescence, sales returns, future price concessions, tax contingencies and valuation allowances, the estimated useful lives of property, plant and equipment, and acquired intangible assets. Actual results may materially differ from these estimates. On an ongoing basis, we review our estimates to ensure that these estimates appropriately reflect changes in our business or new information as it becomes available. Recently Issued 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. This ASU did not have any impact on our consolidated financial statements or related disclosures. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases Sales-Type Leases We enter into non-cancellable license agreements primarily related to Toptracer and Swing Suite (see Note 8). Certain of these license agreements are classified as sales-type leases. Revenue from sales-type leases is included in service revenues within the condensed consolidated statements of operations and consists of the selling price and interest income as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Sales-type lease selling price (1) $ 7.4 $ 6.1 $ 23.8 $ 24.6 Cost of underlying assets (3.0) (3.2) (10.9) (11.9) Operating profit $ 4.4 $ 2.9 $ 12.9 $ 12.7 Interest income $ 2.1 $ 1.1 $ 4.8 $ 2.9 Total revenue attributable to sales-type leases $ 9.5 $ 7.2 $ 28.6 $ 27.5 (1) Selling price is equal to the present value of lease payments over the non-cancellable term of the licensing agreement. Leasing receivables related to our net investment in sales-type leases are as follows (in millions): Balance Sheet Location September 30, 2023 December 31, 2022 Leasing receivables, net—short-term Other current assets $ 25.1 $ 17.5 Leasing receivables, net—long-term Other assets 63.7 57.5 Total leasing receivables $ 88.8 $ 75.0 Net maturities of sales-type lease receivables for the next five years and thereafter as of September 30, 2023 are as follows (in millions): Remainder of 2023 $ 7.5 2024 31.4 2025 26.9 2026 19.0 2027 10.7 Thereafter 6.7 Total future lease proceeds 102.2 Less: imputed interest 13.4 Total $ 88.8 Operating and Finance Leases As a lessee, we lease office spaces, manufacturing plants, warehouses, distribution centers, company-operated Topgolf venues, vehicles and equipment, and retail and outlet locations under operating and financing leases. DLF Agreements We enter into deemed landlord financing (“DLF”) agreements to finance certain company-operated Topgolf venues. We work with third-party developers or real estate financing partners to acquire rights to land and fund the construction associated with certain venues under build-to-suit arrangements. In certain instances we fund a portion of the construction ourselves, and in other instances we fund all of the construction. In certain build-to-suit arrangements, we are deemed to have control of the underlying assets under construction and are therefore considered the accounting owner of these assets. At the end of the construction period, we complete a sale-leaseback assessment to determine if control has transferred to the financing partner. If the sales-leaseback criteria are not met and it is determined that control has not been transferred to the financing partner, we reverse the accumulated construction advance recognized during the construction phase and record a DLF obligation, and the costs accumulated in property, plant and equipment associated with the building are capitalized and placed into service. When we acquire land directly or finance the venue construction ourselves, we may enter into arrangements to sell the assets and lease them back from a financing partner. In these cases, if control is not transferred upon the closing of the transaction and the commencement of the subsequent leaseback, we record a DLF obligation associated with the cash proceeds. Buildings or other assets capitalized in conjunction with DLF obligations are depreciated, less their residual value, over the shorter period of the useful life of those assets, or the period of the lease term. In general, buildings are depreciated over a 40-year useful life, which aligns with the lease term including renewal periods we are reasonably certain to exercise. Supplemental balance sheet information related to our operating and financing right-of-use (“ROU”) assets and lease liabilities and DLF assets and obligations is as follows (in millions): Balance Sheet Location September 30, 2023 December 31, 2022 Assets Operating lease ROU assets, net Operating lease ROU assets, net $ 1,414.6 $ 1,419.1 Financing lease ROU assets, net Other assets $ 227.5 $ 215.7 DLF assets, net Property, plant & equipment, net $ 916.2 $ 813.2 Liabilities Current Operating lease liabilities, short-term Operating lease liabilities, short-term $ 82.8 $ 76.4 Financing lease liabilities, short-term Accounts payable and accrued expenses $ 1.4 $ 1.7 DLF obligations, short-term Accounts payable and accrued expenses $ 0.5 $ 2.4 Non-current Operating lease liabilities, long-term Operating lease liabilities, long-term $ 1,443.2 $ 1,437.5 Financing lease liabilities, long-term Other long-term liabilities $ 246.7 $ 225.9 DLF obligations, long-term Deemed landlord financing obligations $ 809.2 $ 658.0 Leases Under Construction Our minimum capital commitment for leases under construction, net of reimbursements from third-party real estate financing partners, was approximately $22.0 million as of September 30, 2023. As we are actively involved in the construction of these properties, we recorded $265.8 million in construction costs within property, plant and equipment and $119.9 million in construction advances from the landlords in connection with these properties as of September 30, 2023. We determine the lease classification for these properties at the end of the construction period. Upon lease commencement, the initial base term of these leases is generally 20 years, with most having options to extend for additional terms of up to 20 years. As of September 30, 2023, we had $1,012.9 million of future lease obligations related to nine venues subject to non-cancellable leases that have been signed but have not yet commenced. The components of lease expense included in our condensed consolidated statement of operations for the periods presented below are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease costs: Amortization of ROU assets $ 45.9 $ 42.3 $ 131.2 $ 128.1 Total operating lease costs 45.9 42.3 131.2 128.1 Financing lease costs: Amortization of ROU assets 1.9 1.0 5.8 4.6 Interest on lease liabilities 3.7 2.3 11.0 6.5 Total financing lease costs 5.6 3.3 16.8 11.1 DLF obligation costs: Depreciation of DLF assets 7.8 3.7 18.2 10.1 Interest on DLF obligations 17.5 11.7 48.9 32.5 Total DLF obligation costs 25.3 15.4 67.1 42.6 Variable lease costs 3.7 2.3 8.4 7.1 Total lease costs $ 80.5 $ 63.3 $ 223.5 $ 188.9 Other information related to leases (in millions): Nine Months Ended September 30, Supplemental Cash Flows Information 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 116.1 $ 119.8 Operating cash flows from finance leases $ 5.6 $ 5.4 Operating cash flows from DLF obligations $ 37.1 $ 29.3 Financing cash flows from finance leases $ 2.2 $ 0.3 Financing cash flows from DLF obligations $ 5.9 $ — Lease liabilities arising from new ROU assets: Operating leases $ 53.3 $ 37.2 Financing leases $ 17.4 $ 40.7 DLF obligations (1) $ 143.4 $ 113.2 (1) During the course of the construction of our venues, certain financing partners remit funds directly to our construction vendors on our behalf rather than providing the construction advances directly to us. These funds are presented as non-cash investing and financing activities within our condensed consolidated statement of cash flows. During the nine months ended September 30, 2023, the amount contributed by these financing partners, in addition to accrued capitalized interest was $43.3 million. During the nine months ended September 30, 2022, the amount contributed by these financing partners, in addition to accrued capitalized interest, was $28.3 million, which was corrected from $85.0 million, as previously reported. September 30, 2023 December 31, 2022 Weighted average remaining lease term (years): Operating leases 16.3 16.6 Financing leases 36.3 36.5 DLF obligations 38.1 38.5 Weighted average discount rate: Operating leases 5.7 % 5.6 % Financing leases 6.2 % 6.1 % DLF obligations 9.0 % 8.8 % As of September 30, 2023, our future minimum lease obligations were as follows (in millions): Operating Leases Financing Leases DLF Obligations Total Remainder of 2023 $ 30.9 $ 2.1 $ 10.6 $ 43.6 2024 161.1 14.1 63.7 238.9 2025 158.7 14.8 64.2 237.7 2026 153.5 14.9 65.3 233.7 2027 151.1 15.1 66.5 232.7 Thereafter 1,833.1 638.7 3,090.2 5,562.0 Total future lease payments 2,488.4 699.7 3,360.5 6,548.6 Less: imputed interest 962.4 451.6 2,550.8 3,964.8 Total $ 1,526.0 $ 248.1 $ 809.7 $ 2,583.8 |
Leases | Leases Sales-Type Leases We enter into non-cancellable license agreements primarily related to Toptracer and Swing Suite (see Note 8). Certain of these license agreements are classified as sales-type leases. Revenue from sales-type leases is included in service revenues within the condensed consolidated statements of operations and consists of the selling price and interest income as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Sales-type lease selling price (1) $ 7.4 $ 6.1 $ 23.8 $ 24.6 Cost of underlying assets (3.0) (3.2) (10.9) (11.9) Operating profit $ 4.4 $ 2.9 $ 12.9 $ 12.7 Interest income $ 2.1 $ 1.1 $ 4.8 $ 2.9 Total revenue attributable to sales-type leases $ 9.5 $ 7.2 $ 28.6 $ 27.5 (1) Selling price is equal to the present value of lease payments over the non-cancellable term of the licensing agreement. Leasing receivables related to our net investment in sales-type leases are as follows (in millions): Balance Sheet Location September 30, 2023 December 31, 2022 Leasing receivables, net—short-term Other current assets $ 25.1 $ 17.5 Leasing receivables, net—long-term Other assets 63.7 57.5 Total leasing receivables $ 88.8 $ 75.0 Net maturities of sales-type lease receivables for the next five years and thereafter as of September 30, 2023 are as follows (in millions): Remainder of 2023 $ 7.5 2024 31.4 2025 26.9 2026 19.0 2027 10.7 Thereafter 6.7 Total future lease proceeds 102.2 Less: imputed interest 13.4 Total $ 88.8 Operating and Finance Leases As a lessee, we lease office spaces, manufacturing plants, warehouses, distribution centers, company-operated Topgolf venues, vehicles and equipment, and retail and outlet locations under operating and financing leases. DLF Agreements We enter into deemed landlord financing (“DLF”) agreements to finance certain company-operated Topgolf venues. We work with third-party developers or real estate financing partners to acquire rights to land and fund the construction associated with certain venues under build-to-suit arrangements. In certain instances we fund a portion of the construction ourselves, and in other instances we fund all of the construction. In certain build-to-suit arrangements, we are deemed to have control of the underlying assets under construction and are therefore considered the accounting owner of these assets. At the end of the construction period, we complete a sale-leaseback assessment to determine if control has transferred to the financing partner. If the sales-leaseback criteria are not met and it is determined that control has not been transferred to the financing partner, we reverse the accumulated construction advance recognized during the construction phase and record a DLF obligation, and the costs accumulated in property, plant and equipment associated with the building are capitalized and placed into service. When we acquire land directly or finance the venue construction ourselves, we may enter into arrangements to sell the assets and lease them back from a financing partner. In these cases, if control is not transferred upon the closing of the transaction and the commencement of the subsequent leaseback, we record a DLF obligation associated with the cash proceeds. Buildings or other assets capitalized in conjunction with DLF obligations are depreciated, less their residual value, over the shorter period of the useful life of those assets, or the period of the lease term. In general, buildings are depreciated over a 40-year useful life, which aligns with the lease term including renewal periods we are reasonably certain to exercise. Supplemental balance sheet information related to our operating and financing right-of-use (“ROU”) assets and lease liabilities and DLF assets and obligations is as follows (in millions): Balance Sheet Location September 30, 2023 December 31, 2022 Assets Operating lease ROU assets, net Operating lease ROU assets, net $ 1,414.6 $ 1,419.1 Financing lease ROU assets, net Other assets $ 227.5 $ 215.7 DLF assets, net Property, plant & equipment, net $ 916.2 $ 813.2 Liabilities Current Operating lease liabilities, short-term Operating lease liabilities, short-term $ 82.8 $ 76.4 Financing lease liabilities, short-term Accounts payable and accrued expenses $ 1.4 $ 1.7 DLF obligations, short-term Accounts payable and accrued expenses $ 0.5 $ 2.4 Non-current Operating lease liabilities, long-term Operating lease liabilities, long-term $ 1,443.2 $ 1,437.5 Financing lease liabilities, long-term Other long-term liabilities $ 246.7 $ 225.9 DLF obligations, long-term Deemed landlord financing obligations $ 809.2 $ 658.0 Leases Under Construction Our minimum capital commitment for leases under construction, net of reimbursements from third-party real estate financing partners, was approximately $22.0 million as of September 30, 2023. As we are actively involved in the construction of these properties, we recorded $265.8 million in construction costs within property, plant and equipment and $119.9 million in construction advances from the landlords in connection with these properties as of September 30, 2023. We determine the lease classification for these properties at the end of the construction period. Upon lease commencement, the initial base term of these leases is generally 20 years, with most having options to extend for additional terms of up to 20 years. As of September 30, 2023, we had $1,012.9 million of future lease obligations related to nine venues subject to non-cancellable leases that have been signed but have not yet commenced. The components of lease expense included in our condensed consolidated statement of operations for the periods presented below are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease costs: Amortization of ROU assets $ 45.9 $ 42.3 $ 131.2 $ 128.1 Total operating lease costs 45.9 42.3 131.2 128.1 Financing lease costs: Amortization of ROU assets 1.9 1.0 5.8 4.6 Interest on lease liabilities 3.7 2.3 11.0 6.5 Total financing lease costs 5.6 3.3 16.8 11.1 DLF obligation costs: Depreciation of DLF assets 7.8 3.7 18.2 10.1 Interest on DLF obligations 17.5 11.7 48.9 32.5 Total DLF obligation costs 25.3 15.4 67.1 42.6 Variable lease costs 3.7 2.3 8.4 7.1 Total lease costs $ 80.5 $ 63.3 $ 223.5 $ 188.9 Other information related to leases (in millions): Nine Months Ended September 30, Supplemental Cash Flows Information 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 116.1 $ 119.8 Operating cash flows from finance leases $ 5.6 $ 5.4 Operating cash flows from DLF obligations $ 37.1 $ 29.3 Financing cash flows from finance leases $ 2.2 $ 0.3 Financing cash flows from DLF obligations $ 5.9 $ — Lease liabilities arising from new ROU assets: Operating leases $ 53.3 $ 37.2 Financing leases $ 17.4 $ 40.7 DLF obligations (1) $ 143.4 $ 113.2 (1) During the course of the construction of our venues, certain financing partners remit funds directly to our construction vendors on our behalf rather than providing the construction advances directly to us. These funds are presented as non-cash investing and financing activities within our condensed consolidated statement of cash flows. During the nine months ended September 30, 2023, the amount contributed by these financing partners, in addition to accrued capitalized interest was $43.3 million. During the nine months ended September 30, 2022, the amount contributed by these financing partners, in addition to accrued capitalized interest, was $28.3 million, which was corrected from $85.0 million, as previously reported. September 30, 2023 December 31, 2022 Weighted average remaining lease term (years): Operating leases 16.3 16.6 Financing leases 36.3 36.5 DLF obligations 38.1 38.5 Weighted average discount rate: Operating leases 5.7 % 5.6 % Financing leases 6.2 % 6.1 % DLF obligations 9.0 % 8.8 % As of September 30, 2023, our future minimum lease obligations were as follows (in millions): Operating Leases Financing Leases DLF Obligations Total Remainder of 2023 $ 30.9 $ 2.1 $ 10.6 $ 43.6 2024 161.1 14.1 63.7 238.9 2025 158.7 14.8 64.2 237.7 2026 153.5 14.9 65.3 233.7 2027 151.1 15.1 66.5 232.7 Thereafter 1,833.1 638.7 3,090.2 5,562.0 Total future lease payments 2,488.4 699.7 3,360.5 6,548.6 Less: imputed interest 962.4 451.6 2,550.8 3,964.8 Total $ 1,526.0 $ 248.1 $ 809.7 $ 2,583.8 |
Leases | Leases Sales-Type Leases We enter into non-cancellable license agreements primarily related to Toptracer and Swing Suite (see Note 8). Certain of these license agreements are classified as sales-type leases. Revenue from sales-type leases is included in service revenues within the condensed consolidated statements of operations and consists of the selling price and interest income as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Sales-type lease selling price (1) $ 7.4 $ 6.1 $ 23.8 $ 24.6 Cost of underlying assets (3.0) (3.2) (10.9) (11.9) Operating profit $ 4.4 $ 2.9 $ 12.9 $ 12.7 Interest income $ 2.1 $ 1.1 $ 4.8 $ 2.9 Total revenue attributable to sales-type leases $ 9.5 $ 7.2 $ 28.6 $ 27.5 (1) Selling price is equal to the present value of lease payments over the non-cancellable term of the licensing agreement. Leasing receivables related to our net investment in sales-type leases are as follows (in millions): Balance Sheet Location September 30, 2023 December 31, 2022 Leasing receivables, net—short-term Other current assets $ 25.1 $ 17.5 Leasing receivables, net—long-term Other assets 63.7 57.5 Total leasing receivables $ 88.8 $ 75.0 Net maturities of sales-type lease receivables for the next five years and thereafter as of September 30, 2023 are as follows (in millions): Remainder of 2023 $ 7.5 2024 31.4 2025 26.9 2026 19.0 2027 10.7 Thereafter 6.7 Total future lease proceeds 102.2 Less: imputed interest 13.4 Total $ 88.8 Operating and Finance Leases As a lessee, we lease office spaces, manufacturing plants, warehouses, distribution centers, company-operated Topgolf venues, vehicles and equipment, and retail and outlet locations under operating and financing leases. DLF Agreements We enter into deemed landlord financing (“DLF”) agreements to finance certain company-operated Topgolf venues. We work with third-party developers or real estate financing partners to acquire rights to land and fund the construction associated with certain venues under build-to-suit arrangements. In certain instances we fund a portion of the construction ourselves, and in other instances we fund all of the construction. In certain build-to-suit arrangements, we are deemed to have control of the underlying assets under construction and are therefore considered the accounting owner of these assets. At the end of the construction period, we complete a sale-leaseback assessment to determine if control has transferred to the financing partner. If the sales-leaseback criteria are not met and it is determined that control has not been transferred to the financing partner, we reverse the accumulated construction advance recognized during the construction phase and record a DLF obligation, and the costs accumulated in property, plant and equipment associated with the building are capitalized and placed into service. When we acquire land directly or finance the venue construction ourselves, we may enter into arrangements to sell the assets and lease them back from a financing partner. In these cases, if control is not transferred upon the closing of the transaction and the commencement of the subsequent leaseback, we record a DLF obligation associated with the cash proceeds. Buildings or other assets capitalized in conjunction with DLF obligations are depreciated, less their residual value, over the shorter period of the useful life of those assets, or the period of the lease term. In general, buildings are depreciated over a 40-year useful life, which aligns with the lease term including renewal periods we are reasonably certain to exercise. Supplemental balance sheet information related to our operating and financing right-of-use (“ROU”) assets and lease liabilities and DLF assets and obligations is as follows (in millions): Balance Sheet Location September 30, 2023 December 31, 2022 Assets Operating lease ROU assets, net Operating lease ROU assets, net $ 1,414.6 $ 1,419.1 Financing lease ROU assets, net Other assets $ 227.5 $ 215.7 DLF assets, net Property, plant & equipment, net $ 916.2 $ 813.2 Liabilities Current Operating lease liabilities, short-term Operating lease liabilities, short-term $ 82.8 $ 76.4 Financing lease liabilities, short-term Accounts payable and accrued expenses $ 1.4 $ 1.7 DLF obligations, short-term Accounts payable and accrued expenses $ 0.5 $ 2.4 Non-current Operating lease liabilities, long-term Operating lease liabilities, long-term $ 1,443.2 $ 1,437.5 Financing lease liabilities, long-term Other long-term liabilities $ 246.7 $ 225.9 DLF obligations, long-term Deemed landlord financing obligations $ 809.2 $ 658.0 Leases Under Construction Our minimum capital commitment for leases under construction, net of reimbursements from third-party real estate financing partners, was approximately $22.0 million as of September 30, 2023. As we are actively involved in the construction of these properties, we recorded $265.8 million in construction costs within property, plant and equipment and $119.9 million in construction advances from the landlords in connection with these properties as of September 30, 2023. We determine the lease classification for these properties at the end of the construction period. Upon lease commencement, the initial base term of these leases is generally 20 years, with most having options to extend for additional terms of up to 20 years. As of September 30, 2023, we had $1,012.9 million of future lease obligations related to nine venues subject to non-cancellable leases that have been signed but have not yet commenced. The components of lease expense included in our condensed consolidated statement of operations for the periods presented below are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease costs: Amortization of ROU assets $ 45.9 $ 42.3 $ 131.2 $ 128.1 Total operating lease costs 45.9 42.3 131.2 128.1 Financing lease costs: Amortization of ROU assets 1.9 1.0 5.8 4.6 Interest on lease liabilities 3.7 2.3 11.0 6.5 Total financing lease costs 5.6 3.3 16.8 11.1 DLF obligation costs: Depreciation of DLF assets 7.8 3.7 18.2 10.1 Interest on DLF obligations 17.5 11.7 48.9 32.5 Total DLF obligation costs 25.3 15.4 67.1 42.6 Variable lease costs 3.7 2.3 8.4 7.1 Total lease costs $ 80.5 $ 63.3 $ 223.5 $ 188.9 Other information related to leases (in millions): Nine Months Ended September 30, Supplemental Cash Flows Information 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 116.1 $ 119.8 Operating cash flows from finance leases $ 5.6 $ 5.4 Operating cash flows from DLF obligations $ 37.1 $ 29.3 Financing cash flows from finance leases $ 2.2 $ 0.3 Financing cash flows from DLF obligations $ 5.9 $ — Lease liabilities arising from new ROU assets: Operating leases $ 53.3 $ 37.2 Financing leases $ 17.4 $ 40.7 DLF obligations (1) $ 143.4 $ 113.2 (1) During the course of the construction of our venues, certain financing partners remit funds directly to our construction vendors on our behalf rather than providing the construction advances directly to us. These funds are presented as non-cash investing and financing activities within our condensed consolidated statement of cash flows. During the nine months ended September 30, 2023, the amount contributed by these financing partners, in addition to accrued capitalized interest was $43.3 million. During the nine months ended September 30, 2022, the amount contributed by these financing partners, in addition to accrued capitalized interest, was $28.3 million, which was corrected from $85.0 million, as previously reported. September 30, 2023 December 31, 2022 Weighted average remaining lease term (years): Operating leases 16.3 16.6 Financing leases 36.3 36.5 DLF obligations 38.1 38.5 Weighted average discount rate: Operating leases 5.7 % 5.6 % Financing leases 6.2 % 6.1 % DLF obligations 9.0 % 8.8 % As of September 30, 2023, our future minimum lease obligations were as follows (in millions): Operating Leases Financing Leases DLF Obligations Total Remainder of 2023 $ 30.9 $ 2.1 $ 10.6 $ 43.6 2024 161.1 14.1 63.7 238.9 2025 158.7 14.8 64.2 237.7 2026 153.5 14.9 65.3 233.7 2027 151.1 15.1 66.5 232.7 Thereafter 1,833.1 638.7 3,090.2 5,562.0 Total future lease payments 2,488.4 699.7 3,360.5 6,548.6 Less: imputed interest 962.4 451.6 2,550.8 3,964.8 Total $ 1,526.0 $ 248.1 $ 809.7 $ 2,583.8 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition We primarily recognize revenue from the sale of our products and the operation of our Topgolf venues. Product revenues include the sale of golf clubs, golf balls, lifestyle and outdoor apparel, gear and accessories, and golf apparel and accessories. We sell our products to customers, which include on- and off-course golf shops and national retail stores, and directly to consumers through our e-commerce business and at our apparel retail and venue locations. Our product revenue also includes royalty income from third parties from the licensing of certain soft goods products. Service revenues primarily include Topgolf venue sales of food and beverage, fees charged for gameplay, the sale of game credits to guests, franchise fees, the sale of gift cards, sponsorship contracts, leasing revenue, non-refundable deposits received for venue reservations, and from our online multiplayer digital golf games. Contracts with our customers for the purchase of our products are generally in the form of a purchase order. In certain cases, we enter into sales agreements which contain specific terms, discounts and allowances. We also enter into licensing agreements with certain distributors and, with respect to our Toptracer operations, driving ranges and hospitality and entertainment venues. The following table presents our revenue disaggregated by major category and operating and reportable segment (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Topgolf: Venues $ 430.5 $ 399.5 $ 1,270.4 $ 1,089.4 Other business lines 17.2 14.3 51.6 50.1 Total Topgolf $ 447.7 $ 413.8 $ 1,322.0 $ 1,139.5 Golf Equipment: Golf clubs $ 222.2 $ 221.4 $ 913.3 $ 959.6 Golf balls 71.2 75.3 274.8 257.0 Total Golf Equipment $ 293.4 $ 296.7 $ 1,188.1 $ 1,216.6 Active Lifestyle: Apparel $ 211.7 $ 181.4 $ 531.3 $ 456.7 Gear, accessories & other 87.8 96.6 346.3 331.6 Total Active Lifestyle $ 299.5 $ 278.0 $ 877.6 $ 788.3 Total $ 1,040.6 $ 988.5 $ 3,387.7 $ 3,144.4 Venue product sales at our Topgolf operating segment include the sale of golf clubs, golf balls, apparel, gear and accessories. During the three and nine months ended September 30, 2023, venue product sales were $4.2 million and $12.5 million, respectively. During the three and nine months ended September 30, 2022, venue product sales were $4.5 million and $13.3 million, respectively . Product and Service Revenue We sell our Golf Equipment products and Active Lifestyle products in the United States and internationally, with our principal international regions being Europe and Asia. Golf Equipment product sales are generally higher than Active Lifestyle sales in most regions except for 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, in addition to certain regions within Europe. The following table summarizes our revenue by major geographic region (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue by Major Geographic Region: United States $ 737.3 $ 684.8 $ 2,435.1 $ 2,194.7 Europe 149.5 141.9 423.3 417.7 Asia 130.7 138.7 419.1 432.6 Rest of world 23.1 23.1 110.2 99.4 Total $ 1,040.6 $ 988.5 $ 3,387.7 $ 3,144.4 Licensing, Royalty and Other Revenue We have revenues related to licensing and royalties in our Topgolf and Active Lifestyle operating segments primarily related to operating and sales-type leasing agreements for Toptracer installations (see Note 3), licensing agreements for apparel and soft goods products, and licensing agreements at Topgolf related to Swing Suite. The following table summarizes these revenues by operating segment (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Topgolf $ 12.2 $ 9.0 $ 36.5 $ 33.2 Active Lifestyle 6.0 6.2 20.9 20.2 Total $ 18.2 $ 15.2 $ 57.4 $ 53.4 Deferred Revenue Our 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 digital golf games, as well as upfront territory fees and upfront franchise fees received from international franchise partners. Revenue from gift cards is deferred and recognized when the cards are redeemed, which generally occurs within a twelve-month period from the date of purchase. Revenue from the event deposits, loyalty points, memberships, prepaid sponsorships, game credits, and virtual currency related to digital golf games 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 following table provides a reconciliation of activity related to our short-term deferred revenue balance for the periods presented (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Beginning Balance $ 98.5 $ 91.8 $ 94.9 $ 93.9 Deferral of revenue 154.6 167.9 478.3 438.4 Revenue recognized (150.7) (160.1) (457.5) (427.9) Breakage (5.4) (4.7) (18.5) (13.4) Foreign currency translation and other (0.1) (0.5) (0.3) 3.4 Ending Balance $ 96.9 $ 94.4 $ 96.9 $ 94.4 As of September 30, 2023 and December 31, 2022, our long-term deferred revenue balance was $3.6 million and $3.2 million, respectively. For the three and nine months ended September 30, 2023, we recognized $8.2 million and $57.8 million, respectively, of revenue that was included in the deferred revenue balances at December 31, 2022. For the three and nine months ended September 30, 2022, we recognized $12.0 million and $59.2 million, respectively, of revenue that was included in the deferred revenue balances at December 31, 2021. Variable Consideration We recognize revenue based on the amount of consideration we expect to receive from customers for our products and services. The consideration is based on the sales price of our products and services adjusted for estimates of variable consideration, including sales returns, discounts and allowances, sales promotions and sales programs, and price concessions that we offer. 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 our short-term sales program incentives for the periods presented (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Beginning Balance $ 24.8 $ 35.2 $ 20.8 $ 23.3 Additions 4.8 6.1 26.9 33.6 Credits issued (11.7) (6.6) (28.3) (19.8) Foreign currency translation and other (0.4) (1.3) (1.9) (3.7) Ending Balance $ 17.5 $ 33.4 $ 17.5 $ 33.4 We record 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. Our 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 our sales return reserve for the periods presented (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Beginning Balance $ 81.1 $ 77.6 $ 55.4 $ 47.4 Provision 33.5 17.3 145.0 103.6 Sales returns (31.9) (23.5) (117.7) (79.6) Ending Balance $ 82.7 $ 71.4 $ 82.7 $ 71.4 The cost recovery of inventory associated with the sales return liability is accounted for in other current assets on our condensed consolidated balance sheet. As of September 30, 2023 and December 31, 2022, our balance for cost recovery was $37.3 million and $25.5 million, respectively. |
Financing Arrangements
Financing Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | Financing Arrangements Our credit facilities and long-term debt obligations are summarized as follows (in millions): Maturity Date Interest Rate September 30, 2023 December 31, 2022 Short-Term Credit Facilities U.S. Asset-Based Revolving Credit Facility March 16, 2028 5.36% $ 48.0 $ 181.1 2022 Japan ABL Credit Facility January 25, 2025 0.90% 30.1 38.2 Total Principal Amount $ 78.1 $ 219.3 Unamortized Debt Issuance Costs $ 4.3 $ 0.9 Balance Sheet Location Asset-based credit facilities $ 78.1 $ 219.3 Prepaid expenses $ 1.0 $ 0.6 Other long-term assets $ 3.3 $ 0.3 Maturity Date Interest Rate September 30, 2023 December 31, 2022 Long-Term Debt and Credit Facilities 2023 Term Loan B March 16, 2030 8.92% $ 1,243.8 $ — Convertible Notes May 1, 2026 2.75% 258.3 258.3 Equipment Notes July 24, 2023 - December 27, 2027 2.36% - 5.93% 21.2 27.8 Mortgage Loans July 1, 2033 - July 29, 2036 9.75% - 11.31% 45.4 45.9 Financed Tenant Improvements February 1, 2035 8.00% 3.3 3.5 Term Loan B — 8.88% — 432.0 Topgolf Term Loan — 10.58% — 336.9 Topgolf Revolving Credit Facility — 8.08% — 110.0 Total Principal Amount $ 1,572.0 $ 1,214.4 Less: Unamortized Debt Issuance Costs 32.7 24.3 Total Debt, net of Unamortized Debt Issuance Costs $ 1,539.3 $ 1,190.1 Balance Sheet Location Other current liabilities $ 17.8 $ 13.8 Long-term debt 1,521.5 1,176.3 $ 1,539.3 $ 1,190.1 Total interest and amortization expense related to our credit facilities and long-term debt obligations, which is included in “Interest Expense, net” in the condensed consolidated statement of operations, is summarized as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Short-Term Credit Facilities U.S. Asset-Based Revolving Credit Facility $ 0.9 $ 1.2 $ 6.5 $ 2.9 2022 Japan ABL Credit Facility 0.1 0.1 0.3 0.2 Total $ 1.0 $ 1.3 $ 6.8 $ 3.1 Long-Term Debt and Credit Facilities 2023 Term Loan B $ 29.1 $ — $ 61.7 $ — Convertible Notes 1.7 1.7 5.3 5.3 Equipment Notes 0.2 0.2 0.7 0.6 Mortgage Loans 1.2 1.2 3.5 3.6 Term Loan B — 8.4 8.6 21.2 Topgolf Term Loan — 8.0 7.8 20.7 Topgolf Revolving Credit Facility — 0.9 2.7 2.6 Total $ 32.2 $ 20.4 $ 90.3 $ 54.0 Revolving Credit Facilities and Available Liquidity In addition to cash on hand and cash generated from operations, we rely on our U.S. Asset-Based Revolving Credit Facility and 2022 Japan ABL Credit Facility to manage seasonal liquidity fluctuations. As of September 30, 2023 and December 31, 2022, our available liquidity, which is comprised of cash on hand and amounts available under our U.S. and Japan facilities, less outstanding letters of credit and outstanding borrowings, was $734.1 million and $415.3 million, respectively. U.S. Asset-Based Revolving Credit Facility In March 2023, we entered into a Fifth Amended and Restated Loan and Security Agreement (the “New ABL Agreement”) with Bank of America, N.A. and other lenders, which provides for senior secured asset-based revolving credit facilities in an aggregate principal amount of up to $525.0 million, consisting of a U.S. facility in an aggregate principal amount of up to $440.0 million, a Canadian facility in an aggregate principal amount of up to $5.0 million, a German facility in an aggregate principal amount of up to $60.0 million, and a U.K./Dutch facility in an aggregate principal amount of up to $20.0 million (collectively, the “New ABL Facility”), in each case subject to borrowing base availability under the applicable facility and reallocation of such amounts between jurisdictions in accordance with the terms of the New ABL Agreement. Amounts outstanding under the New ABL Facility are secured by certain of our assets and assets of certain of our subsidiaries in the United States, Germany, Canada, the Netherlands, and the United Kingdom (the “U.K.”), including (i) substantially all personal assets, including inventory, accounts receivable and intellectual property and (ii) certain eligible real estate, subject to certain customary exceptions. The New ABL Facility includes customary affirmative and negative covenants, including among other things, restrictions on the incurrence of additional debt, liens, dividends and other restricted payments, asset sales, investments, mergers, acquisitions and affiliate transactions. Under the New ABL Facility, we are also subject to compliance with a 1.0:1.0 minimum fixed charge coverage ratio during certain specified periods in which our borrowing base availability, as adjusted, falls below 10.0% of the maximum aggregate principal amount of the New ABL Facility, as adjusted. The interest rate applicable to outstanding borrowings under the New ABL Facility may fluctuate as specified in the New ABL Agreement, depending on our “Availability Ratio,” which is further defined in the New ABL Agreement and is expressed as a percentage of (i) the average daily availability under the New ABL Facility to (ii) the sum of the Canadian, German, U.K./Dutch and U.S. borrowing bases, as adjusted. Any unused portions of the New ABL Facility are subject to a monthly fee of 0.25% per annum. During the nine months ended September 30, 2023, average outstanding borrowings under the U.S. Asset-Based Revolving Credit Facility were $126.1 million. As of September 30, 2023, our trailing 12-month average availability under the U.S. Asset-Based Revolving Credit Facility was $329.5 million and the trailing 12-month average interest rate applicable to outstanding borrowings under the U.S. Asset-Based Revolving Credit Facility was 5.71%. 2022 Japan ABL Credit Facility We have an Asset-Based Revolving Credit facility with the Bank of Tokyo-Mitsubishi UFJ (the “2022 Japan ABL Credit Facility”) which provides a line of credit to our Japan subsidiary of up to 6.0 billion Yen (or approximately $40.2 million), is subject to borrowing base availability under the facility, and is secured by certain assets, including eligible inventory and accounts receivable of our Japan subsidiary which are subject to certain restrictions and covenants related to certain pledged assets and financial performance metrics. The interest rate applicable to outstanding borrowings under the 2022 Japan ABL Credit Facility is subject to an effective interest rate equal to the Tokyo Interbank Offered Rate plus 0.80%. As of September 30, 2023, our remaining borrowing base availability under the 2022 Japan ABL Credit Facility was 1.5 billion Yen (or approximately $10.1 million). Long-Term Debt 2023 Term Loan B In March 2023, we entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. as administrative agent, and the financial institutions party thereto as lenders which provides for a Term Loan B facility (the “2023 Term Loan B”). The 2023 Term Loan B provides for an aggregate principal amount of $1,250.0 million, which was issued net of an original issuance discount of $12.5 million. We used a portion of the net proceeds from the 2023 Term Loan B for the repayment of outstanding principal and interest amounts on our prior Term Loan B, as well as the repayment of the outstanding principal, interest and fees associated with the prior Topgolf credit facilities, which consisted of the Topgolf Term Loan and Topgolf Revolving Credit Facility (collectively, the “Topgolf Credit Facilities”). We accounted for the transactions associated with the Credit Agreement and repayment and retirement of the prior Term Loan B and Topgolf Credit Facilities as a debt modification. As a result, during the three months ended March 31, 2023, we recognized a non-cash loss of $10.5 million within other income/expense in our condensed consolidated statement of operations related to the write-off of the unamortized original issuance discounts and debt issuance costs associated with the prior Term Loan B and Topgolf Credit Facilities for lenders who did not participate in the Credit Agreement. Additionally, we recognized $2.3 million of third-party fees and capitalized $11.0 million in debt issuance costs in connection with the Credit Agreement. The $2.3 million of third-party fees were recognized as selling, general and administrative expense in our condensed consolidated statement of operations during the nine months ended September 30, 2023. The debt issuance costs and original issuance discount are being amortized into interest expense over the term of the Credit Agreement and are included as a reduction to long-term debt in our condensed consolidated balance sheet as of September 30, 2023. The 2023 Term Loan B amortizes at a rate per annum equal to 1.00% of the initial aggregate principal amount of the loan, payable quarterly, commencing with the quarter ending June 30, 2023, with the remaining outstanding principal amount due and payable at maturity. The 2023 Term Loan B contains customary mandatory prepayment provisions and specifies that prepayments which occur in connection with a repricing transaction within six months after the closing date of the Credit Agreement are subject to a prepayment premium equal to 1.00% of the principal amount being prepaid, subject to certain customary exceptions. The 2023 Term Loan B also contains customary affirmative and negative covenants, including, among other things, restrictions related on the incurrence of additional debt, liens, dividends and other restricted payments, asset sales, investments, mergers, acquisitions, and affiliate transactions with which we must remain in compliance in order to avoid default or acceleration of the loan. Applicable margins on interest rates to the 2023 Term Loan B are determined depending on our applicable debt rating (the “Debt Rating”), which is based on our corporate credit rating determined by S&P, and our corporate family rating as determined by Moody’s. The interest rate on outstanding borrowings under the 2023 Term Loan B are, at our option, a rate per annum equal to (a) a term Secured Overnight Financing Rate (“Term SOFR”) plus a 0.10% credit spread adjustment (and subject to a 0% floor), plus an applicable margin of 3.25% or 3.50%, depending on our applicable Debt Rating or (b) a base rate equal to the sum of (i) the greater of (A) the greater of the federal funds rate and the overnight bank funding rate published by the Federal Reserve Bank of New York, plus 0.50%, (B) Term SOFR for a one-month interest period term plus 1.0% (and subject to a 1% floor), (C) the prime rate announced by Bank of America from time to time, and (D) 1.0%, plus (ii) an applicable margin of 2.25% or 2.50%, depending on our applicable Debt Rating. Convertible Notes Our convertible senior notes (the “Convertible Notes”) bear interest at a rate of 2.75% per annum on the principal amount, which is payable semi-annually in arrears on May 1 and November 1 of each year. As of May 6, 2023, we have the option to settle the Convertible Notes through cash settlement, physical settlement, or combination settlement at our election, and may redeem all or part of the Convertible Notes, subject to certain stipulations. The Convertible Notes are convertible into shares of our 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 we are not a holder thereof) preferred equity, if any, of our subsidiaries. Capped Call In connection with the pricing of the Convertible Notes, we entered into privately negotiated capped call transactions with certain counterparties (“Capped Calls”). The Capped Calls cover the aggregate number of shares of our common stock that initially underlie the Convertible Notes, and are generally expected to reduce potential dilution and/or offset any cash payments we are required to make related to any conversion of the Convertible Notes. The Capped Calls each have an exercise price of $17.62 per share, subject to certain adjustments, which correspond to the initial conversion prices of the Convertible Notes, and a cap price of $26.98 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 our condensed consolidated balance sheet. Equipment Notes We have long-term financing agreements (the “Equipment Notes”) with various lenders which we use in order to invest in certain facilities and information technology equipment. The loans are secured by the relative underlying equipment. Mortgage Loans We have three mortgage loans related to our 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 our combined aggregate amount of maturities for our long-term debt over the next five years and thereafter as of September 30, 2023. Amounts payable under the 2023 Term Loan B included below represent the minimum principal repayment obligations as of September 30, 2023. (in millions) Remainder of 2023 $ 5.3 2024 20.8 2025 18.6 2026 276.3 2027 15.5 Thereafter 1,235.5 $ 1,572.0 Less: Unamortized Debt Issuance Costs 32.7 Total $ 1,539.3 As of September 30, 2023, we were in compliance with all fixed charge coverage ratios and all other financial covenants and reporting requirements under the terms of our credit facilities mentioned above, as applicable. |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted earnings 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-employees (see Note 12), as well as common shares underlying the Convertible Notes (see Note 5). Dilutive securities related to common 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 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. Basic and diluted weighted-average common shares outstanding are the same in periods when a net loss is reported or when anti-dilution occurs. The following table summarizes the computation of basic and diluted earnings per common share (in millions, except per share data): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Earnings per common share—basic Net income $ 29.7 $ 38.5 $ 172.1 $ 230.6 Weighted-average common shares outstanding—basic 185.2 184.8 185.2 184.9 Earnings per common share—basic $ 0.16 $ 0.21 $ 0.93 $ 1.25 Earnings per common share—diluted Net income $ 29.7 $ 38.5 $ 172.1 $ 230.6 Interest expense attributable to convertible notes 1.6 1.6 4.8 4.8 Net income attributable to earnings per common share—diluted $ 31.3 $ 40.1 $ 176.9 $ 235.4 Weighted-average common shares outstanding—basic 185.2 184.8 185.2 184.9 Convertible Notes weighted-average common shares outstanding 14.7 14.7 14.7 14.7 Outstanding options, restricted stock units and performance share units 1.3 2.3 1.4 1.4 Weighted-average common shares outstanding—diluted 201.2 201.8 201.3 201.0 Earnings per common share—diluted $ 0.16 $ 0.20 $ 0.88 $ 1.17 Anti-Dilutive Options and Restricted Stock Units For the three and nine months ended September 30, 2023, approximately 3.0 million and 1.9 million securities outstanding, respectively, comprised of stock options and restricted stock units, were excluded from the calculation of diluted EPS as they would be anti-dilutive. For both the three and nine months ended September 30, 2022, approximately 1.3 million securities outstanding, comprised of stock options and restricted stock units, were excluded from the calculation of diluted EPS as they would be anti-dilutive. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 $ 1,363.6 $ 530.3 $ 89.8 $ 1,983.7 Foreign currency translation and other — (0.1) — (0.1) Balance at September 30, 2023 $ 1,363.6 $ 530.2 $ 89.8 $ 1,983.6 Goodwill is net of accumulated impairment losses of $148.4 million, which were recorded prior to December 31, 2022 in the Active Lifestyle segment. Our intangible assets by major asset class are as follows (in millions, except useful life amounts): Indefinite-lived: Amortizing: Tradename and Trademarks Liquor Licenses Patents Customer/ Distributor Relationships and Other Developed Technology Total Useful Life (Years) NA NA 2-16 1-10 10 As of September 30, 2023 Gross $ 1,441.0 $ 9.5 $ 32.2 $ 70.2 $ 69.7 $ 1,622.6 Accumulated amortization — — (31.8) (41.9) (17.3) (91.0) Foreign currency translation and other (30.7) — — (4.4) (3.4) (38.5) Net book value $ 1,410.3 $ 9.5 $ 0.4 $ 23.9 $ 49.0 $ 1,493.1 As of December 31, 2022 Gross $ 1,441.0 $ 8.9 $ 32.2 $ 67.4 $ 69.7 $ 1,619.2 Accumulated amortization — — (31.8) (35.8) (12.2) (79.8) Foreign currency translation and other (28.3) — — (4.2) (3.2) (35.7) Net book value $ 1,412.7 $ 8.9 $ 0.4 $ 27.4 $ 54.3 $ 1,503.7 For the three months ended September 30, 2023 and 2022, we recognized amortization expense related to acquired intangible assets of $2.8 million and $4.3 million, respectively. For the nine months ended September 30, 2023 and 2022, we recognized amortization expense related to acquired intangible assets of $11.2 million and $11.3 million, respectively. Amortization expense is included in selling, general and administrative expenses in the condensed consolidated statements of operations. Amortization expense related to intangible assets at September 30, 2023 in each of the next five years and beyond is expected to be incurred as follows (in millions): Remainder of 2023 $ 2.8 2024 11.4 2025 11.3 2026 11.3 2027 10.9 Thereafter 25.6 $ 73.3 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Investments Investment in Full Swing We have an ownership interest of less than 20.0% in Full Swing Golf Holdings, LLC (“Full Swing”), owners of multi-sport indoor virtualization and simulation technology. The investment is accounted for at cost less impairments, and adjusted for observable changes in fair value. At both September 30, 2023 and December 31, 2022, the carrying value of our investment in Full Swing was $9.3 million. This investment is included in other assets on our condensed consolidated balance sheets. On August 1, 2023 we completed the acquisition of the assets of Swing Suite, an indoor golf simulation technology that provides golf ball flight measurements and tracking data, from Full Swing for total cash consideration of $12.5 million, consisting of customer relationship, sales-type leases and licensing agreements. Investment in Five Iron Golf We have an ownership interest of less than 20.0% in preferred shares of The Range NYC, LLC (“Five Iron Golf”), an urban indoor golf experience company which hosts a golf simulation technology and serves food and beverage. The investment is accounted for at cost less impairments, and is adjusted for observable changes in fair value. During the nine months ended September 30, 2023, we invested an additional $2.0 million in Five Iron Golf and recognized a $0.4 million fair value step-up in our investment related to an observable market transaction that occurred during the third quarter of 2023. As of September 30, 2023 and December 31, 2022, the carrying value of our investment included in other assets on our condensed consolidated balance sheets was $32.4 million and $30.0 million, respectively. |
Selected Financial Data
Selected Financial Data | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [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): September 30, 2023 December 31, 2022 Inventories: Finished goods $ 584.3 $ 770.1 Work in process 1.2 1.2 Raw materials 145.0 181.5 Food and beverage 6.0 6.4 $ 736.5 $ 959.2 September 30, 2023 December 31, 2022 Other current assets: Credit card receivables $ 30.2 $ 40.1 Sales return reserve cost recovery asset 37.3 25.5 VAT/Sales tax receivable 5.3 17.2 Leasing receivables 25.1 17.5 Hedging contract receivables 20.1 4.6 Other 53.1 31.1 $ 171.1 $ 136.0 Estimated Useful Life September 30, 2023 December 31, 2022 Property, plant and equipment, net: Land $ 183.5 $ 160.4 Buildings and leasehold improvements 3 - 40 years 1,345.4 1,196.7 Machinery and equipment 5 - 10 years 283.0 248.8 Furniture, computer hardware and equipment 3 - 5 years 356.5 299.1 Internal-use software 3 - 5 years 136.2 109.9 Production molds 2 - 5 years 9.3 9.1 Construction-in-process 402.6 271.6 2,716.5 2,295.6 Less: Accumulated depreciation 633.4 486.0 $ 2,083.1 $ 1,809.6 For the three months ended September 30, 2023 and 2022, we recorded total depreciation expense of $58.2 million and $44.1 million, respectively, in our condensed consolidated statements of operations. For the nine months ended September 30, 2023 and 2022, we recorded total depreciation expense of $164.5 million and $128.5 million, respectively, in our condensed consolidated statements of operations. September 30, 2023 December 31, 2022 Accounts payable and accrued expenses: Accounts payable $ 103.1 $ 159.1 Accrued expenses 191.7 160.9 Accrued inventory 91.3 260.0 $ 386.1 $ 580.0 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We calculate our interim income tax provision in accordance with Accounting Standards Codification (“ASC”) Topic 270, “Interim Reporting,” and ASC Topic 740, “Accounting for Income Taxes.” At the end of each interim period, we estimate our annual effective tax rate and apply that rate to our ordinary quarterly earnings to calculate the tax related to ordinary income. The tax effects for other items that are excluded from ordinary income are discretely calculated and recognized in the period in which they occur . The realization of deferred tax assets, including loss and credit carryforwards, is subject to generating sufficient taxable income during the periods in which our deferred tax assets become realizable. During the first quarter of fiscal year 2021, we established a significant valuation allowance on our US deferred tax assets as we were in a cumulative loss position immediately following the merger with Topgolf. During the second quarter of 2023, pursuant to an analysis of all positive and negative evidence, we determined that the majority of our U.S. deferred tax assets were more likely than not to be realized and reversed $50.8 million of the valuation allowance against those deferred tax assets. The remaining valuation allowance on our U.S. deferred tax assets primarily relates to state net operating loss carryforwards and credits that we estimate may not be able to be utilized in future periods. With respect to non-U.S. entities, valuation allowances have been recorded against certain tax attributes for which management believes it is not more likely than not that they will be realized. It is possible that within the next 12 months sufficient positive evidence may become available to allow us to reach a conclusion that a portion of the valuation allowance attributable to non-US entities will no longer be needed, which would result in a non-cash benefit. We recorded an income tax benefit of $3.0 million an d an income tax provision of $0.3 million for the three months ended September 30, 2023 and 2022, respectively. As a percentage of pre-tax income, our effective tax rate was (10.8)% and 0.8% for the three months ended September 30, 2023 and 2022 , respectively. In the three months ended September 30, 2023, the primary difference between the statutory rate and the effective rate is due to a reduction in the estimated annual income tax provision. In the three months ended September 30, 2022, the primary difference between the statutory rate and the effective rate relates to the partial release of valuation allowances on our deferred tax assets. We recorded an income tax benefit of $53.0 million and $12.5 million for the nine months ended September 30, 2023 and 2022, respectively. As a percentage of pre-tax income, our effective tax rate was (44.4)% and (5.7)% for the nine months ended September 30, 2023 and 2022 , respectively. In the nine months ended September 30, 2023 and 2022, the primary difference between the statutory rate and the effective rate relates to the release of valuation allowances on our deferred tax assets as described above. At September 30, 2023, the gross liability for income taxes associated with uncertain tax positions was $28.2 million. Of this amount, $15.0 million would benefit our condensed consolidated financial statements and effective income tax rate if favorably settled. We recognize interest and penalties related to income tax matters in income tax expense. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Commitments & Contingencies Legal Matters We are subject to routine legal claims, proceedings, and investigations associated with the normal conduct of our business activities, including commercial disputes and employment matters. From time to time we also receive information claiming that products we sell infringe or may infringe patent, trademark, or other intellectual property rights of third parties. One or more such claims of potential infringement could lead to litigation, the need to obtain licenses, the need to alter a product to avoid infringement, a settlement or judgment, or some other action or material loss, which could adversely affect our overall ability to protect our product designs and ultimately limit our future success in the marketplace. Additionally, we are occasionally subject to non-routine claims, proceedings, or investigations. We regularly assess such matters to determine the degree of probability that we 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 our financial statements if it is probable we will incur a loss and the amount of the loss can be reasonably estimated. Historically, the claims, proceedings, and investigations brought against us, individually and in the aggregate, have not had a material adverse effect on our 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, we are 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, we cannot assure that we will be successful in our defense of those matters, or that any amounts accrued in relation to a potential loss are sufficient. Unconditional Purchase Obligations During the normal course of business, we enter into agreements to purchase goods and services, including commitments for endorsement agreements with professional athletes and other endorsers, consulting and service agreements, and intellectual property licensing agreements pursuant to which we are required to pay royalty fees. The amounts listed below approximate the minimum purchase obligations we are obligated to pay under these agreements. The actual amounts paid under some of the agreements may be higher or lower than these amounts due to the variable nature of these obligations. As of September 30, 2023, the minimum obligation we are required to pay under these agreements over the next five years and thereafter is as follows (in millions): Remainder of 2023 $ 33.8 2024 46.5 2025 35.6 2026 23.0 2027 16.5 Thereafter 29.6 Total $ 185.0 Other Contingent Contractual Obligations During the normal course of business, we have made certain indemnities, commitments and guarantees under which we may be required to make payments in relation to certain transactions. The duration of these indemnities, commitments and guarantees varies, and in certain cases, may be indefinite and the majority of these indemnities, commitments and guarantees do not provide for any limitation on the maximum amount of future payments we could be obligated to make. Historically, costs incurred to settle claims related to indemnities have not been material to our financial position, results of operations or cash flows. In addition, we believe the likelihood is remote that payments under the commitments and guarantees described above will have a material effect on our consolidated financial statements. The fair value of indemnities, commitments and guarantees that we issued during the nine months ending, and as of September 30, 2023, were not material to our financial position, results of operations, or cash flows. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Share-Based Awards Granted We granted the following awards under our stock compensation plans during the periods presented (in millions, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Shares Granted Weighted-average grant date fair value per share Shares Granted Weighted-average grant date fair value per share Shares Granted Weighted-average grant date fair value per share Shares Granted Weighted-average grant date fair value per share Restricted stock units (1) — $ 18.76 — $ 22.80 0.7 $ 22.85 0.7 $ 22.82 Restricted stock awards 0.8 $ 19.60 — $ — 0.8 $ 19.60 — $ — Performance based restricted share unit awards (2) (3) — $ — — $ 23.28 0.6 $ 36.58 0.5 $ 23.37 Total 0.8 — 2.1 1.2 (1) A nominal amount of restricted stock units were granted during the three months ended September 30, 2023 and September 30, 2022. (2) A nominal amount of performance based restricted share unit awards were granted during the three months ended September 30, 2022. (3) Weighted-average grant date fair value per share determined using Monte-Carlo valuation method. Share-Based Compensation Expense Total share-based compensation expense by award-type, net of estimated forfeitures, recognized in the condensed consolidated statement of operations for the periods presented was (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options $ 0.1 $ 0.4 $ 0.4 $ 1.2 Restricted stock units 5.1 4.5 14.6 13.2 Restricted stock awards 0.5 0.3 0.8 1.0 Performance based restricted share unit awards 7.9 5.2 22.6 22.0 Total share-based compensation expense, before tax 13.6 10.4 38.4 37.4 Income tax benefit (3.2) (2.5) (9.2) (9.0) Total share-based compensation expense, after tax $ 10.4 $ 7.9 $ 29.2 $ 28.4 Total share-based compensation, net of estimated forfeitures, recognized in the condensed consolidated statement of operations for the periods presented was (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of products $ 0.5 $ 0.2 $ 1.4 $ 1.2 Selling, general and administrative expense 11.6 10.0 33.4 35.0 Research and development expense 0.5 0.1 1.1 0.9 Other venue expense 1.0 0.1 2.5 0.3 Total share-based compensation expense, before tax 13.6 10.4 38.4 37.4 Income tax benefit (3.2) (2.5) (9.2) (9.0) Total share-based compensation expense, after tax $ 10.4 $ 7.9 $ 29.2 $ 28.4 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value Measurements We measure our financial assets and liabilities at fair value on a recurring basis using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Authoritative guidance establishes three levels of the fair value hierarchy as follows: Level 1 : Quoted market prices in active markets for identical assets or liabilities; Level 2 : Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 : Fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts of cash and cash equivalents, money market funds, accounts receivable, accounts payable and accrued expenses and other current liabilities approximate fair value due to their high liquidity and short-term nature, and are therefore categorized within Level 1 of the fair value hierarchy. Our money market funds accrue dividends, which are reinvested in the fund, and are reflected in the carrying values of the funds. As of September 30, 2023, the carrying value of our money market funds was $146.2 million, which is included in cash and cash equivalents on our condensed consolidated balance sheets. We did not have any money market funds at December 31, 2022. Hedging instruments are re-measured on a recurring basis using broker quotes, daily market foreign currency rates, and interest rate curves as applicable (see Note 14) and are therefore categorized within Level 2 of the fair value hierarchy. The following table summarizes the valuation of our foreign currency forward contracts and interest rate hedge agreements (see Note 14) that are measured at fair value on a recurring basis, and are classified within Level 2 of the fair value hierarchy as of September 30, 2023 and December 31, 2022 (in millions): Fair Level 2 September 30, 2023 Foreign currency forward contracts—asset position $ 12.4 $ 12.4 Foreign currency forward contracts—liability position (0.8) (0.8) Interest rate hedge agreements—asset position 16.2 16.2 $ 27.8 $ 27.8 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 $ 2.0 $ 2.0 There were no transfers of financial instruments between the levels of the fair value hierarchy during the three and nine months ended September 30, 2023 and 2022. Disclosures about the Fair Value of Financial Instruments The table below presents information about the fair value of our financial assets and liabilities, and is provided for comparative purposes only relative to the carrying values recognized in the condensed consolidated balance sheets as of September 30, 2023 and consolidated balance sheets as of December 31, 2022 (in millions): September 30, 2023 December 31, 2022 Measurement Level Carrying Fair Carrying Fair U.S. Asset-Based Revolving Credit Facility Level 2 $ 48.0 $ 48.0 $ 181.1 $ 181.1 2022 Japan ABL Credit Facility Level 2 $ 30.1 $ 30.1 $ 38.2 $ 38.2 2023 Term Loan B Level 2 $ 1,243.8 $ 1,239.1 $ — $ — Convertible Notes Level 2 $ 258.3 $ 271.3 $ 258.3 $ 337.7 Equipment Notes Level 2 $ 21.2 $ 18.4 $ 27.8 $ 23.6 Mortgage Loans Level 2 $ 45.4 $ 53.4 $ 45.9 $ 55.3 Term Loan B Level 2 $ — $ — $ 432.0 $ 431.1 Topgolf Term Loan Level 2 $ — $ — $ 336.9 $ 337.1 Topgolf Revolving Credit Facility Level 2 $ — $ — $ 110.0 $ 110.0 In March 2023, we completed a modification of our U.S. Asset-Based Revolving Credit Facility, Term Loan B and Topgolf Credit Facilities. For further information about the modification of these facilities, see Note 5, “Financing Arrangements.” Non-recurring Fair Value Measurements |
Derivatives and Hedging
Derivatives and Hedging | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | Derivatives and Hedging We are exposed to gains and losses resulting from fluctuations in foreign currency exchange rates and interest rates during our normal course of business. We use designated cash flow hedges and non-designated hedges in the form of foreign currency forward contracts as part of our 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 in the local currencies in the various international regions in which we do business. We also use interest rate swap contracts to mitigate the impact of variable interest rates on our long-term debt. We only use foreign currency forward contracts and interest rate swap contracts to meet our objectives of minimizing variability in our operating results which may arise from changes in foreign exchange rates and interest rates, and we do not enter into either of these types of contracts for speculative purposes. We utilize counterparties for our derivative instruments that we believe are creditworthy at the time we enter into the transactions, and we closely monitor the credit ratings of these counterparties. The following table summarizes the fair value of our derivative instruments as well as the location of the asset and/or liability on the condensed consolidated balance sheets as of September 30, 2023 and consolidated balance sheets as of December 31, 2022 (in millions): Balance Sheet Location Fair Value of September 30, 2023 December 31, 2022 Derivatives designated as cash flow hedging instruments: Foreign currency forward contracts Other current assets $ 2.7 $ 0.1 Interest rate swap contract Other current assets 7.7 4.4 Interest rate swap contract Other assets 8.5 2.8 Total $ 18.9 $ 7.3 Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets 9.7 0.1 Total asset position $ 28.6 $ 7.4 Balance Sheet Location Fair Value of September 30, 2023 December 31, 2022 Derivatives designated as cash flow hedging instruments: Foreign currency forward contracts Accounts payable and accrued expenses $ — $ 2.6 Derivatives not designated as hedging instruments: Foreign currency forward contracts Accounts payable and accrued expenses 0.8 2.8 Total liability position $ 0.8 $ 5.4 Our derivative instruments are subject to a master netting agreement with each respective counterparty bank and are therefore net settled at their maturity date. Although we have the legal right of offset under the master netting agreements, we have elected not to present these contracts on a net settlement amount basis, and therefore present these contracts on a gross basis on the accompanying condensed consolidated balance sheets as of September 30, 2023 and consolidated balance sheets as of December 31, 2022. Cash Flow Hedging Instruments Foreign Currency Forward Contracts We use foreign currency derivatives designated as qualifying cash flow hedging instruments, including foreign currency forward contracts to help mitigate our foreign currency exposure from intercompany sales of inventory and intercompany expense reimbursements to our foreign subsidiaries. These contracts generally mature within 12 months to 15 months from their inception. As of September 30, 2023 and December 31, 2022, the notional amounts of our foreign currency forward contracts designated as cash flow hedge instruments were $31.7 million and $100.0 million, respectively. A s of September 30, 2023, we recorded a net gain of $8.9 million in accumulated other comprehensive income related to foreign currency forward contracts. Of this amount, net gains of $1.9 million and $4.3 million for the three and nine months ended September 30, 2023, respectively, were removed from accumulated other comprehensive income and recognized in cost of products for the underlying sales that were recognized. Additionally, for the three and nine months ended September 30, 2023, $0.6 million and $2.5 million, respectively, of net gains related to the amortization of forward points were removed from accumulated other comprehensive income and recognized in cost of products. Based on the current valuation of our foreign currency forward contracts, we expect to reclassify net gains of $2.3 million related to our foreign currency forward contracts from accumulated other comprehensive income into earnings over the course of the next 12 months. Interest Rate Swap Contract We used an interest rate swap designated as a cash flow hedge i n order to mitigate the risk of changes in interest rates associated with our variable -rate Term Loan B, which was replaced by our 2023 Term Loan B as part of our debt modification which occurred in March 2023 (see Note 5). As part of this modification , we entered into a termination agreement to unwind our existing interest rate swap, and as a result of the termination we received proceeds of $5.6 million. As of September 30, 2023, we have a deferred gain of $3.9 million recognized in other comprehensive income related to these proceeds, which will be amortized into interest expense over the remaining term of the contract. In April 2023, we entered into interest rate swaps designated as cash flow hedges in order to mitigate the risk of interest rate fluctuation associated with our 2023 Term Loan B. Over the life of the 2023 Term Loan B, we will receive variable interest payments from the counterparty lenders in exchange for our fixed interest rate payments which are made at a weighted average rate of 3.36% across our interest rate swap contracts, without exchange of the underlying notional amount, which was $400.0 million as of September 30, 2023. Our interest rate swap contracts that were unwound as a part of our debt modification discussed above had a combined notional amount of $192.3 million at December 31, 2022. The following tables summarize the net effect of all cash flow hedges for each of our derivative contracts on the condensed consolidated financial statements for the three and nine months ended September 30, 2023 and 2022 (in millions): Gain Recognized in Other Comprehensive Income Three Months Ended Nine Months Ended Derivatives designated as cash flow hedging instruments 2023 2022 2023 2022 Foreign currency forward contracts $ 1.8 $ 0.7 $ 8.9 $ 4.4 Interest rate swap contracts 8.5 4.8 18.4 13.6 $ 10.3 $ 5.5 $ 27.3 $ 18.0 Gain (Loss) Reclassified from Other Comprehensive Income into Earnings Three Months Ended Nine Months Ended Derivatives designated as cash flow hedging instruments 2023 2022 2023 2022 Foreign currency forward contracts $ 1.9 $ 1.3 $ 4.3 $ 2.8 Interest rate swap contracts 2.7 (0.2) 5.5 (2.2) $ 4.6 $ 1.1 $ 9.8 $ 0.6 Foreign Currency Forward Contracts Not Designated as Hedging Instruments We use 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 our international subsidiaries into U.S. dollars for financial reporting purposes. These contracts generally mature within 12 months from inception. As of September 30, 2023 and December 31, 2022, the notional amounts of our foreign currency forward contracts used to mitigate the exposures discussed above were approximately $273.2 million and $162.9 million, respectively. We estimate the fair values of foreign currency forward contracts based on pricing models using current market rates, and record all derivatives on the balance sheet at fair value with the changes in fair value recorded in the condensed consolidated statements of operations. Foreign currency forward contracts are classified under Level 2 of the fair value hierarchy (see Note 13). The following table summarizes the location of net gains and losses for each type of our derivative contracts recognized in the condensed consolidated statements of operations during the three and nine months ended September 30, 2023 and 2022, respectively (in millions): Location of Net Gain Recognized in Income on Derivative Instruments Amount of Net Gain Recognized in Income on Derivatives not designated as hedging instruments Three Months Ended Nine Months Ended 2023 2022 2023 2022 Foreign currency forward contracts Other income, net $ 10.9 $ 19.7 $ 29.0 $ 58.3 During the three and nine months ended September 30, 2023, we recognized net foreign currency transactio n losses of $7.0 million and $18.0 million, respectively, in other income (expense), net. During the three and nine months ended September 30, 2022, we recognized net foreign currency transactio n losses of |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)The following table details amounts reclassified from accumulated other comprehensive income (loss) and foreign currency translation adjustments for the three and nine months ended September 30, 2023 (in millions): Derivative Instruments Foreign Currency Translation Total Accumulated other comprehensive loss, June 30, 2023, after tax $ 16.1 $ (62.8) $ (46.7) Change in derivative instruments 10.3 — 10.3 Net gains reclassified to cost of products (1.9) — (1.9) Net gains reclassified to interest expense (2.7) — (2.7) Income tax benefit on derivative instruments 1.1 — 1.1 Foreign currency translation adjustments — (14.4) (14.4) Accumulated other comprehensive loss, September 30, 2023, after tax $ 22.9 $ (77.2) $ (54.3) Derivative Instruments Foreign Currency Translation Total Accumulated other comprehensive loss, December 31, 2022, after tax $ 4.9 $ (66.4) $ (61.5) Change in derivative instruments 27.3 — 27.3 Net gains reclassified to cost of products (4.3) — (4.3) Net gains reclassified to interest expense (5.5) — (5.5) Income tax benefit on derivative instruments 0.5 — 0.5 Foreign currency translation adjustments — (10.8) (10.8) Accumulated other comprehensive loss, September 30, 2023, after tax $ 22.9 $ (77.2) $ (54.3) |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We have three operating and reportable segments: • Topgolf, which is primarily comprised of service revenues and expenses from our 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 storage gear for sport and personal use. This segment also includes royalties from licensing of our trademarks and service marks for various soft goods products. There were no significant intersegment transactions during the three and nine months ended September 30, 2023 or 2022. The following table contains information utilized by management to evaluate our operating segments for the interim periods presented (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net revenues: Topgolf $ 447.7 $ 413.8 $ 1,322.0 $ 1,139.5 Golf Equipment 293.4 296.7 1,188.1 1,216.6 Active Lifestyle 299.5 278.0 877.6 788.3 Total net revenues $ 1,040.6 $ 988.5 $ 3,387.7 $ 3,144.4 Segment operating income: Topgolf $ 38.9 $ 23.6 $ 85.7 $ 74.3 Golf Equipment 35.2 49.6 213.2 250.7 Active Lifestyle 40.0 28.1 96.8 77.3 Total segment operating income 114.1 101.3 395.7 402.3 Reconciling items (1) (40.3) (33.1) (125.4) (110.8) Total operating income 73.8 68.2 270.3 291.5 Interest expense, net (52.3) (36.4) (153.6) (100.3) Other income, net 5.2 7.0 2.4 26.9 Total income before income taxes $ 26.7 $ 38.8 $ 119.1 $ 218.1 Additions to property, plant, and equipment: Topgolf $ 122.0 $ 113.9 $ 378.5 $ 336.4 Golf Equipment 1.1 1.9 6.6 10.7 Active Lifestyle 4.9 6.9 16.2 17.7 Corporate 10.1 8.9 47.7 21.0 Total additions to long-lived assets $ 138.1 $ 131.6 $ 449.0 $ 385.8 (1) Reconciling items include corporate general and administrative expenses not utilized by management in determining segment profitability, including incurred reorganization charges of $2.7 million and $5.8 million during the three and nine months ended September 30, 2023, respectively, to reorganize our IT functions and improve our organizational structure. We expect to incur total charges of approximately $13.0 million in connection with these initiatives, which we expect will be completed by the end of 2023 and are primarily comprised of severance benefits and legal fees. As of September 30, 2023, our total liability in accrued employee costs and benefits related to the reorganization was $2.4 million. Reconciling items in 2023 and 2022 also include the amortization and depreciation of acquired intangible assets, purchase accounting adjustments related to acquisitions and non-recurring costs associated with the integration of new IT systems stemming from acquisitions. In addition, 2022 also includes legal and credit agency fees related to the postponement of our debt refinancing, and charges related to the suspension of our Jack Wolfskin retail business in Russia due to the Russia-Ukraine war. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn November 1, 2023, we completed the acquisition of certain assets from affiliates of Invited, Inc. (“Invited”), the largest owner and operator of private golf and country clubs in the United States, related to its BigShots Golf business (“BigShots”), for a purchase price of approximately $29.4 million which we funded with existing cash on hand. The acquisition includes certain domestic venue locations of the Bigshots brand, as well as certain development rights for other potential venues at a future date, which may result in additional commitments and cash obligations. The acquisition will help expand our leadership position in off-course golf and will be accounted for as a business combination. Due to the timing of the completion of the acquisition, we are currently unable to provide a preliminary purchase price allocation as of the date of this filing. We will disclose preliminary purchase price allocation estimates in our Form 10-K for the year ended December 31, 2023. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income | $ 29.7 | $ 38.5 | $ 172.1 | $ 230.6 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to these rules and regulations, we have condensed or omitted certain information and disclosures that are normally included in our annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, these condensed consolidated financial statements include all of the normal and recurring adjustments necessary for the fair presentation of the financial position, results of operations and cash flows for the periods and dates presented. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Interim operating results are not necessarily indicative of operating results that may be expected for the year ending December 31, 2023, or any other future periods. We translate the financial statements of our foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. All intercompany balances and transactions have been eliminated during consolidation. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets 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. We base our estimates on historical information and various other assumptions that are believed to be reasonable under the circumstances. Examples of such estimates include, among other things, determining the nature and timing of the satisfaction of performance obligations as it relates to revenue recognition, the valuation of share-based awards, the recoverability of long-lived assets, the assessment of intangible assets and goodwill for impairment, the determination of the incremental borrowing rate for operating and financing leases, provisions for warranty and expected credit losses, inventory obsolescence, sales returns, future price concessions, tax contingencies and valuation allowances, the estimated useful lives of property, plant and equipment, and acquired intangible assets. Actual results may materially differ from these estimates. On an ongoing basis, we review our estimates to ensure that these estimates appropriately reflect changes in our business or new information as it becomes available. |
Recently Issued 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. This ASU did not have any impact on our consolidated financial statements or related disclosures. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Sales-Type Lease, Revenue | Revenue from sales-type leases is included in service revenues within the condensed consolidated statements of operations and consists of the selling price and interest income as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Sales-type lease selling price (1) $ 7.4 $ 6.1 $ 23.8 $ 24.6 Cost of underlying assets (3.0) (3.2) (10.9) (11.9) Operating profit $ 4.4 $ 2.9 $ 12.9 $ 12.7 Interest income $ 2.1 $ 1.1 $ 4.8 $ 2.9 Total revenue attributable to sales-type leases $ 9.5 $ 7.2 $ 28.6 $ 27.5 (1) Selling price is equal to the present value of lease payments over the non-cancellable term of the licensing agreement. |
Supplemental Balance Sheet Information Related to Leases | Leasing receivables related to our net investment in sales-type leases are as follows (in millions): Balance Sheet Location September 30, 2023 December 31, 2022 Leasing receivables, net—short-term Other current assets $ 25.1 $ 17.5 Leasing receivables, net—long-term Other assets 63.7 57.5 Total leasing receivables $ 88.8 $ 75.0 Supplemental balance sheet information related to our operating and financing right-of-use (“ROU”) assets and lease liabilities and DLF assets and obligations is as follows (in millions): Balance Sheet Location September 30, 2023 December 31, 2022 Assets Operating lease ROU assets, net Operating lease ROU assets, net $ 1,414.6 $ 1,419.1 Financing lease ROU assets, net Other assets $ 227.5 $ 215.7 DLF assets, net Property, plant & equipment, net $ 916.2 $ 813.2 Liabilities Current Operating lease liabilities, short-term Operating lease liabilities, short-term $ 82.8 $ 76.4 Financing lease liabilities, short-term Accounts payable and accrued expenses $ 1.4 $ 1.7 DLF obligations, short-term Accounts payable and accrued expenses $ 0.5 $ 2.4 Non-current Operating lease liabilities, long-term Operating lease liabilities, long-term $ 1,443.2 $ 1,437.5 Financing lease liabilities, long-term Other long-term liabilities $ 246.7 $ 225.9 DLF obligations, long-term Deemed landlord financing obligations $ 809.2 $ 658.0 |
Schedule of Maturities of Sales-Type Lease Receivables | Net maturities of sales-type lease receivables for the next five years and thereafter as of September 30, 2023 are as follows (in millions): Remainder of 2023 $ 7.5 2024 31.4 2025 26.9 2026 19.0 2027 10.7 Thereafter 6.7 Total future lease proceeds 102.2 Less: imputed interest 13.4 Total $ 88.8 |
Components of Lease Expense and Other Information Related to Leases | The components of lease expense included in our condensed consolidated statement of operations for the periods presented below are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease costs: Amortization of ROU assets $ 45.9 $ 42.3 $ 131.2 $ 128.1 Total operating lease costs 45.9 42.3 131.2 128.1 Financing lease costs: Amortization of ROU assets 1.9 1.0 5.8 4.6 Interest on lease liabilities 3.7 2.3 11.0 6.5 Total financing lease costs 5.6 3.3 16.8 11.1 DLF obligation costs: Depreciation of DLF assets 7.8 3.7 18.2 10.1 Interest on DLF obligations 17.5 11.7 48.9 32.5 Total DLF obligation costs 25.3 15.4 67.1 42.6 Variable lease costs 3.7 2.3 8.4 7.1 Total lease costs $ 80.5 $ 63.3 $ 223.5 $ 188.9 Other information related to leases (in millions): Nine Months Ended September 30, Supplemental Cash Flows Information 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 116.1 $ 119.8 Operating cash flows from finance leases $ 5.6 $ 5.4 Operating cash flows from DLF obligations $ 37.1 $ 29.3 Financing cash flows from finance leases $ 2.2 $ 0.3 Financing cash flows from DLF obligations $ 5.9 $ — Lease liabilities arising from new ROU assets: Operating leases $ 53.3 $ 37.2 Financing leases $ 17.4 $ 40.7 DLF obligations (1) $ 143.4 $ 113.2 (1) During the course of the construction of our venues, certain financing partners remit funds directly to our construction vendors on our behalf rather than providing the construction advances directly to us. These funds are presented as non-cash investing and financing activities within our condensed consolidated statement of cash flows. During the nine months ended September 30, 2023, the amount contributed by these financing partners, in addition to accrued capitalized interest was $43.3 million. During the nine months ended September 30, 2022, the amount contributed by these financing partners, in addition to accrued capitalized interest, was $28.3 million, which was corrected from $85.0 million, as previously reported. September 30, 2023 December 31, 2022 Weighted average remaining lease term (years): Operating leases 16.3 16.6 Financing leases 36.3 36.5 DLF obligations 38.1 38.5 Weighted average discount rate: Operating leases 5.7 % 5.6 % Financing leases 6.2 % 6.1 % DLF obligations 9.0 % 8.8 % |
Future Minimum Operating Lease Obligations | As of September 30, 2023, our future minimum lease obligations were as follows (in millions): Operating Leases Financing Leases DLF Obligations Total Remainder of 2023 $ 30.9 $ 2.1 $ 10.6 $ 43.6 2024 161.1 14.1 63.7 238.9 2025 158.7 14.8 64.2 237.7 2026 153.5 14.9 65.3 233.7 2027 151.1 15.1 66.5 232.7 Thereafter 1,833.1 638.7 3,090.2 5,562.0 Total future lease payments 2,488.4 699.7 3,360.5 6,548.6 Less: imputed interest 962.4 451.6 2,550.8 3,964.8 Total $ 1,526.0 $ 248.1 $ 809.7 $ 2,583.8 |
Future Minimum Financing Lease Obligations | As of September 30, 2023, our future minimum lease obligations were as follows (in millions): Operating Leases Financing Leases DLF Obligations Total Remainder of 2023 $ 30.9 $ 2.1 $ 10.6 $ 43.6 2024 161.1 14.1 63.7 238.9 2025 158.7 14.8 64.2 237.7 2026 153.5 14.9 65.3 233.7 2027 151.1 15.1 66.5 232.7 Thereafter 1,833.1 638.7 3,090.2 5,562.0 Total future lease payments 2,488.4 699.7 3,360.5 6,548.6 Less: imputed interest 962.4 451.6 2,550.8 3,964.8 Total $ 1,526.0 $ 248.1 $ 809.7 $ 2,583.8 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents our revenue disaggregated by major category and operating and reportable segment (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Topgolf: Venues $ 430.5 $ 399.5 $ 1,270.4 $ 1,089.4 Other business lines 17.2 14.3 51.6 50.1 Total Topgolf $ 447.7 $ 413.8 $ 1,322.0 $ 1,139.5 Golf Equipment: Golf clubs $ 222.2 $ 221.4 $ 913.3 $ 959.6 Golf balls 71.2 75.3 274.8 257.0 Total Golf Equipment $ 293.4 $ 296.7 $ 1,188.1 $ 1,216.6 Active Lifestyle: Apparel $ 211.7 $ 181.4 $ 531.3 $ 456.7 Gear, accessories & other 87.8 96.6 346.3 331.6 Total Active Lifestyle $ 299.5 $ 278.0 $ 877.6 $ 788.3 Total $ 1,040.6 $ 988.5 $ 3,387.7 $ 3,144.4 The following table summarizes our revenue by major geographic region (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue by Major Geographic Region: United States $ 737.3 $ 684.8 $ 2,435.1 $ 2,194.7 Europe 149.5 141.9 423.3 417.7 Asia 130.7 138.7 419.1 432.6 Rest of world 23.1 23.1 110.2 99.4 Total $ 1,040.6 $ 988.5 $ 3,387.7 $ 3,144.4 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Topgolf $ 12.2 $ 9.0 $ 36.5 $ 33.2 Active Lifestyle 6.0 6.2 20.9 20.2 Total $ 18.2 $ 15.2 $ 57.4 $ 53.4 |
Reconciliation of Activity Related to Short-term Deferred Revenue | The following table provides a reconciliation of activity related to our short-term deferred revenue balance for the periods presented (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Beginning Balance $ 98.5 $ 91.8 $ 94.9 $ 93.9 Deferral of revenue 154.6 167.9 478.3 438.4 Revenue recognized (150.7) (160.1) (457.5) (427.9) Breakage (5.4) (4.7) (18.5) (13.4) Foreign currency translation and other (0.1) (0.5) (0.3) 3.4 Ending Balance $ 96.9 $ 94.4 $ 96.9 $ 94.4 |
Reconciliation of Short Term Sales Program Incentives | The following table provides a reconciliation of the activity related to our short-term sales program incentives for the periods presented (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Beginning Balance $ 24.8 $ 35.2 $ 20.8 $ 23.3 Additions 4.8 6.1 26.9 33.6 Credits issued (11.7) (6.6) (28.3) (19.8) Foreign currency translation and other (0.4) (1.3) (1.9) (3.7) Ending Balance $ 17.5 $ 33.4 $ 17.5 $ 33.4 |
Sales Returns and Allowances | The following table provides a reconciliation of the activity related to our sales return reserve for the periods presented (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Beginning Balance $ 81.1 $ 77.6 $ 55.4 $ 47.4 Provision 33.5 17.3 145.0 103.6 Sales returns (31.9) (23.5) (117.7) (79.6) Ending Balance $ 82.7 $ 71.4 $ 82.7 $ 71.4 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our credit facilities and long-term debt obligations are summarized as follows (in millions): Maturity Date Interest Rate September 30, 2023 December 31, 2022 Short-Term Credit Facilities U.S. Asset-Based Revolving Credit Facility March 16, 2028 5.36% $ 48.0 $ 181.1 2022 Japan ABL Credit Facility January 25, 2025 0.90% 30.1 38.2 Total Principal Amount $ 78.1 $ 219.3 Unamortized Debt Issuance Costs $ 4.3 $ 0.9 Balance Sheet Location Asset-based credit facilities $ 78.1 $ 219.3 Prepaid expenses $ 1.0 $ 0.6 Other long-term assets $ 3.3 $ 0.3 Maturity Date Interest Rate September 30, 2023 December 31, 2022 Long-Term Debt and Credit Facilities 2023 Term Loan B March 16, 2030 8.92% $ 1,243.8 $ — Convertible Notes May 1, 2026 2.75% 258.3 258.3 Equipment Notes July 24, 2023 - December 27, 2027 2.36% - 5.93% 21.2 27.8 Mortgage Loans July 1, 2033 - July 29, 2036 9.75% - 11.31% 45.4 45.9 Financed Tenant Improvements February 1, 2035 8.00% 3.3 3.5 Term Loan B — 8.88% — 432.0 Topgolf Term Loan — 10.58% — 336.9 Topgolf Revolving Credit Facility — 8.08% — 110.0 Total Principal Amount $ 1,572.0 $ 1,214.4 Less: Unamortized Debt Issuance Costs 32.7 24.3 Total Debt, net of Unamortized Debt Issuance Costs $ 1,539.3 $ 1,190.1 Balance Sheet Location Other current liabilities $ 17.8 $ 13.8 Long-term debt 1,521.5 1,176.3 $ 1,539.3 $ 1,190.1 |
Schedule of Interest Expense, Debt | Total interest and amortization expense related to our credit facilities and long-term debt obligations, which is included in “Interest Expense, net” in the condensed consolidated statement of operations, is summarized as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Short-Term Credit Facilities U.S. Asset-Based Revolving Credit Facility $ 0.9 $ 1.2 $ 6.5 $ 2.9 2022 Japan ABL Credit Facility 0.1 0.1 0.3 0.2 Total $ 1.0 $ 1.3 $ 6.8 $ 3.1 Long-Term Debt and Credit Facilities 2023 Term Loan B $ 29.1 $ — $ 61.7 $ — Convertible Notes 1.7 1.7 5.3 5.3 Equipment Notes 0.2 0.2 0.7 0.6 Mortgage Loans 1.2 1.2 3.5 3.6 Term Loan B — 8.4 8.6 21.2 Topgolf Term Loan — 8.0 7.8 20.7 Topgolf Revolving Credit Facility — 0.9 2.7 2.6 Total $ 32.2 $ 20.4 $ 90.3 $ 54.0 |
Schedule of Aggregate Amount of Maturities for Debt | The following table presents our combined aggregate amount of maturities for our long-term debt over the next five years and thereafter as of September 30, 2023. Amounts payable under the 2023 Term Loan B included below represent the minimum principal repayment obligations as of September 30, 2023. (in millions) Remainder of 2023 $ 5.3 2024 20.8 2025 18.6 2026 276.3 2027 15.5 Thereafter 1,235.5 $ 1,572.0 Less: Unamortized Debt Issuance Costs 32.7 Total $ 1,539.3 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 common share (in millions, except per share data): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Earnings per common share—basic Net income $ 29.7 $ 38.5 $ 172.1 $ 230.6 Weighted-average common shares outstanding—basic 185.2 184.8 185.2 184.9 Earnings per common share—basic $ 0.16 $ 0.21 $ 0.93 $ 1.25 Earnings per common share—diluted Net income $ 29.7 $ 38.5 $ 172.1 $ 230.6 Interest expense attributable to convertible notes 1.6 1.6 4.8 4.8 Net income attributable to earnings per common share—diluted $ 31.3 $ 40.1 $ 176.9 $ 235.4 Weighted-average common shares outstanding—basic 185.2 184.8 185.2 184.9 Convertible Notes weighted-average common shares outstanding 14.7 14.7 14.7 14.7 Outstanding options, restricted stock units and performance share units 1.3 2.3 1.4 1.4 Weighted-average common shares outstanding—diluted 201.2 201.8 201.3 201.0 Earnings per common share—diluted $ 0.16 $ 0.20 $ 0.88 $ 1.17 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 $ 1,363.6 $ 530.3 $ 89.8 $ 1,983.7 Foreign currency translation and other — (0.1) — (0.1) Balance at September 30, 2023 $ 1,363.6 $ 530.2 $ 89.8 $ 1,983.6 |
Intangible Assets by Major Asset Class | Our intangible assets by major asset class are as follows (in millions, except useful life amounts): Indefinite-lived: Amortizing: Tradename and Trademarks Liquor Licenses Patents Customer/ Distributor Relationships and Other Developed Technology Total Useful Life (Years) NA NA 2-16 1-10 10 As of September 30, 2023 Gross $ 1,441.0 $ 9.5 $ 32.2 $ 70.2 $ 69.7 $ 1,622.6 Accumulated amortization — — (31.8) (41.9) (17.3) (91.0) Foreign currency translation and other (30.7) — — (4.4) (3.4) (38.5) Net book value $ 1,410.3 $ 9.5 $ 0.4 $ 23.9 $ 49.0 $ 1,493.1 As of December 31, 2022 Gross $ 1,441.0 $ 8.9 $ 32.2 $ 67.4 $ 69.7 $ 1,619.2 Accumulated amortization — — (31.8) (35.8) (12.2) (79.8) Foreign currency translation and other (28.3) — — (4.2) (3.2) (35.7) Net book value $ 1,412.7 $ 8.9 $ 0.4 $ 27.4 $ 54.3 $ 1,503.7 |
Amortization Expense Related to Intangible Assets | Amortization expense related to intangible assets at September 30, 2023 in each of the next five years and beyond is expected to be incurred as follows (in millions): Remainder of 2023 $ 2.8 2024 11.4 2025 11.3 2026 11.3 2027 10.9 Thereafter 25.6 $ 73.3 |
Selected Financial Data (Tables
Selected Financial Data (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Selected Financial Statement Information | Selected financial data as of the dates presented below is as follows (in millions, except useful life data): September 30, 2023 December 31, 2022 Inventories: Finished goods $ 584.3 $ 770.1 Work in process 1.2 1.2 Raw materials 145.0 181.5 Food and beverage 6.0 6.4 $ 736.5 $ 959.2 September 30, 2023 December 31, 2022 Other current assets: Credit card receivables $ 30.2 $ 40.1 Sales return reserve cost recovery asset 37.3 25.5 VAT/Sales tax receivable 5.3 17.2 Leasing receivables 25.1 17.5 Hedging contract receivables 20.1 4.6 Other 53.1 31.1 $ 171.1 $ 136.0 Estimated Useful Life September 30, 2023 December 31, 2022 Property, plant and equipment, net: Land $ 183.5 $ 160.4 Buildings and leasehold improvements 3 - 40 years 1,345.4 1,196.7 Machinery and equipment 5 - 10 years 283.0 248.8 Furniture, computer hardware and equipment 3 - 5 years 356.5 299.1 Internal-use software 3 - 5 years 136.2 109.9 Production molds 2 - 5 years 9.3 9.1 Construction-in-process 402.6 271.6 2,716.5 2,295.6 Less: Accumulated depreciation 633.4 486.0 $ 2,083.1 $ 1,809.6 September 30, 2023 December 31, 2022 Accounts payable and accrued expenses: Accounts payable $ 103.1 $ 159.1 Accrued expenses 191.7 160.9 Accrued inventory 91.3 260.0 $ 386.1 $ 580.0 |
Commitments & Contingencies (Ta
Commitments & Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Purchase Commitments | As of September 30, 2023, the minimum obligation we are required to pay under these agreements over the next five years and thereafter is as follows (in millions): Remainder of 2023 $ 33.8 2024 46.5 2025 35.6 2026 23.0 2027 16.5 Thereafter 29.6 Total $ 185.0 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Payment Arrangement Activity | We granted the following awards under our stock compensation plans during the periods presented (in millions, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Shares Granted Weighted-average grant date fair value per share Shares Granted Weighted-average grant date fair value per share Shares Granted Weighted-average grant date fair value per share Shares Granted Weighted-average grant date fair value per share Restricted stock units (1) — $ 18.76 — $ 22.80 0.7 $ 22.85 0.7 $ 22.82 Restricted stock awards 0.8 $ 19.60 — $ — 0.8 $ 19.60 — $ — Performance based restricted share unit awards (2) (3) — $ — — $ 23.28 0.6 $ 36.58 0.5 $ 23.37 Total 0.8 — 2.1 1.2 (1) A nominal amount of restricted stock units were granted during the three months ended September 30, 2023 and September 30, 2022. (2) A nominal amount of performance based restricted share unit awards were granted during the three months ended September 30, 2022. (3) Weighted-average grant date fair value per share determined using Monte-Carlo valuation method. |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Total share-based compensation expense by award-type, net of estimated forfeitures, recognized in the condensed consolidated statement of operations for the periods presented was (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options $ 0.1 $ 0.4 $ 0.4 $ 1.2 Restricted stock units 5.1 4.5 14.6 13.2 Restricted stock awards 0.5 0.3 0.8 1.0 Performance based restricted share unit awards 7.9 5.2 22.6 22.0 Total share-based compensation expense, before tax 13.6 10.4 38.4 37.4 Income tax benefit (3.2) (2.5) (9.2) (9.0) Total share-based compensation expense, after tax $ 10.4 $ 7.9 $ 29.2 $ 28.4 Total share-based compensation, net of estimated forfeitures, recognized in the condensed consolidated statement of operations for the periods presented was (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of products $ 0.5 $ 0.2 $ 1.4 $ 1.2 Selling, general and administrative expense 11.6 10.0 33.4 35.0 Research and development expense 0.5 0.1 1.1 0.9 Other venue expense 1.0 0.1 2.5 0.3 Total share-based compensation expense, before tax 13.6 10.4 38.4 37.4 Income tax benefit (3.2) (2.5) (9.2) (9.0) Total share-based compensation expense, after tax $ 10.4 $ 7.9 $ 29.2 $ 28.4 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Valuation of Foreign Currency Exchange Contracts by Pricing Levels | The following table summarizes the valuation of our foreign currency forward contracts and interest rate hedge agreements (see Note 14) that are measured at fair value on a recurring basis, and are classified within Level 2 of the fair value hierarchy as of September 30, 2023 and December 31, 2022 (in millions): Fair Level 2 September 30, 2023 Foreign currency forward contracts—asset position $ 12.4 $ 12.4 Foreign currency forward contracts—liability position (0.8) (0.8) Interest rate hedge agreements—asset position 16.2 16.2 $ 27.8 $ 27.8 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 $ 2.0 $ 2.0 |
Fair Value Relating to Financial Assets and Liabilities | The table below presents information about the fair value of our financial assets and liabilities, and is provided for comparative purposes only relative to the carrying values recognized in the condensed consolidated balance sheets as of September 30, 2023 and consolidated balance sheets as of December 31, 2022 (in millions): September 30, 2023 December 31, 2022 Measurement Level Carrying Fair Carrying Fair U.S. Asset-Based Revolving Credit Facility Level 2 $ 48.0 $ 48.0 $ 181.1 $ 181.1 2022 Japan ABL Credit Facility Level 2 $ 30.1 $ 30.1 $ 38.2 $ 38.2 2023 Term Loan B Level 2 $ 1,243.8 $ 1,239.1 $ — $ — Convertible Notes Level 2 $ 258.3 $ 271.3 $ 258.3 $ 337.7 Equipment Notes Level 2 $ 21.2 $ 18.4 $ 27.8 $ 23.6 Mortgage Loans Level 2 $ 45.4 $ 53.4 $ 45.9 $ 55.3 Term Loan B Level 2 $ — $ — $ 432.0 $ 431.1 Topgolf Term Loan Level 2 $ — $ — $ 336.9 $ 337.1 Topgolf Revolving Credit Facility Level 2 $ — $ — $ 110.0 $ 110.0 |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 our derivative instruments as well as the location of the asset and/or liability on the condensed consolidated balance sheets as of September 30, 2023 and consolidated balance sheets as of December 31, 2022 (in millions): Balance Sheet Location Fair Value of September 30, 2023 December 31, 2022 Derivatives designated as cash flow hedging instruments: Foreign currency forward contracts Other current assets $ 2.7 $ 0.1 Interest rate swap contract Other current assets 7.7 4.4 Interest rate swap contract Other assets 8.5 2.8 Total $ 18.9 $ 7.3 Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets 9.7 0.1 Total asset position $ 28.6 $ 7.4 Balance Sheet Location Fair Value of September 30, 2023 December 31, 2022 Derivatives designated as cash flow hedging instruments: Foreign currency forward contracts Accounts payable and accrued expenses $ — $ 2.6 Derivatives not designated as hedging instruments: Foreign currency forward contracts Accounts payable and accrued expenses 0.8 2.8 Total liability position $ 0.8 $ 5.4 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | The following tables summarize the net effect of all cash flow hedges for each of our derivative contracts on the condensed consolidated financial statements for the three and nine months ended September 30, 2023 and 2022 (in millions): Gain Recognized in Other Comprehensive Income Three Months Ended Nine Months Ended Derivatives designated as cash flow hedging instruments 2023 2022 2023 2022 Foreign currency forward contracts $ 1.8 $ 0.7 $ 8.9 $ 4.4 Interest rate swap contracts 8.5 4.8 18.4 13.6 $ 10.3 $ 5.5 $ 27.3 $ 18.0 Gain (Loss) Reclassified from Other Comprehensive Income into Earnings Three Months Ended Nine Months Ended Derivatives designated as cash flow hedging instruments 2023 2022 2023 2022 Foreign currency forward contracts $ 1.9 $ 1.3 $ 4.3 $ 2.8 Interest rate swap contracts 2.7 (0.2) 5.5 (2.2) $ 4.6 $ 1.1 $ 9.8 $ 0.6 |
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 for each type of our derivative contracts recognized in the condensed consolidated statements of operations during the three and nine months ended September 30, 2023 and 2022, respectively (in millions): Location of Net Gain Recognized in Income on Derivative Instruments Amount of Net Gain Recognized in Income on Derivatives not designated as hedging instruments Three Months Ended Nine Months Ended 2023 2022 2023 2022 Foreign currency forward contracts Other income, net $ 10.9 $ 19.7 $ 29.0 $ 58.3 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table details amounts reclassified from accumulated other comprehensive income (loss) and foreign currency translation adjustments for the three and nine months ended September 30, 2023 (in millions): Derivative Instruments Foreign Currency Translation Total Accumulated other comprehensive loss, June 30, 2023, after tax $ 16.1 $ (62.8) $ (46.7) Change in derivative instruments 10.3 — 10.3 Net gains reclassified to cost of products (1.9) — (1.9) Net gains reclassified to interest expense (2.7) — (2.7) Income tax benefit on derivative instruments 1.1 — 1.1 Foreign currency translation adjustments — (14.4) (14.4) Accumulated other comprehensive loss, September 30, 2023, after tax $ 22.9 $ (77.2) $ (54.3) Derivative Instruments Foreign Currency Translation Total Accumulated other comprehensive loss, December 31, 2022, after tax $ 4.9 $ (66.4) $ (61.5) Change in derivative instruments 27.3 — 27.3 Net gains reclassified to cost of products (4.3) — (4.3) Net gains reclassified to interest expense (5.5) — (5.5) Income tax benefit on derivative instruments 0.5 — 0.5 Foreign currency translation adjustments — (10.8) (10.8) Accumulated other comprehensive loss, September 30, 2023, after tax $ 22.9 $ (77.2) $ (54.3) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table contains information utilized by management to evaluate our operating segments for the interim periods presented (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net revenues: Topgolf $ 447.7 $ 413.8 $ 1,322.0 $ 1,139.5 Golf Equipment 293.4 296.7 1,188.1 1,216.6 Active Lifestyle 299.5 278.0 877.6 788.3 Total net revenues $ 1,040.6 $ 988.5 $ 3,387.7 $ 3,144.4 Segment operating income: Topgolf $ 38.9 $ 23.6 $ 85.7 $ 74.3 Golf Equipment 35.2 49.6 213.2 250.7 Active Lifestyle 40.0 28.1 96.8 77.3 Total segment operating income 114.1 101.3 395.7 402.3 Reconciling items (1) (40.3) (33.1) (125.4) (110.8) Total operating income 73.8 68.2 270.3 291.5 Interest expense, net (52.3) (36.4) (153.6) (100.3) Other income, net 5.2 7.0 2.4 26.9 Total income before income taxes $ 26.7 $ 38.8 $ 119.1 $ 218.1 Additions to property, plant, and equipment: Topgolf $ 122.0 $ 113.9 $ 378.5 $ 336.4 Golf Equipment 1.1 1.9 6.6 10.7 Active Lifestyle 4.9 6.9 16.2 17.7 Corporate 10.1 8.9 47.7 21.0 Total additions to long-lived assets $ 138.1 $ 131.6 $ 449.0 $ 385.8 (1) Reconciling items include corporate general and administrative expenses not utilized by management in determining segment profitability, including incurred reorganization charges of $2.7 million and $5.8 million during the three and nine months ended September 30, 2023, respectively, to reorganize our IT functions and improve our organizational structure. We expect to incur total charges of approximately $13.0 million in connection with these initiatives, which we expect will be completed by the end of 2023 and are primarily comprised of severance benefits and legal fees. As of September 30, 2023, our total liability in accrued employee costs and benefits related to the reorganization was $2.4 million. Reconciling items in 2023 and 2022 also include the amortization and depreciation of acquired intangible assets, purchase accounting adjustments related to acquisitions and non-recurring costs associated with the integration of new IT systems stemming from acquisitions. In addition, 2022 also includes legal and credit agency fees related to the postponement of our debt refinancing, and charges related to the suspension of our Jack Wolfskin retail business in Russia due to the Russia-Ukraine war. |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 3 |
Leases - Sales-Type Leases, Rev
Leases - Sales-Type Leases, Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Sales-type lease, selling price | $ 7.4 | $ 6.1 | $ 23.8 | $ 24.6 |
Cost of underlying assets | (3) | (3.2) | (10.9) | (11.9) |
Operating profit | 4.4 | 2.9 | 12.9 | 12.7 |
Interest income | 2.1 | 1.1 | 4.8 | 2.9 |
Total revenue attributable to sales-type leases | $ 9.5 | $ 7.2 | $ 28.6 | $ 27.5 |
Leases - Sales-Type Leases (Det
Leases - Sales-Type Leases (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Leasing receivables, net—short-term | $ 25.1 | $ 17.5 |
Leasing receivables, net—long-term | 63.7 | 57.5 |
Total leasing receivables | $ 88.8 | $ 75 |
Leases - Sales-Type Lease, Leas
Leases - Sales-Type Lease, Lease Receivable, Maturity (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Sales-Type and Direct Financing Leases, Lease Receivable, Payments to be Received, Fiscal Year Maturity [Abstract] | |
Remainder of 2023 | $ 7.5 |
2024 | 31.4 |
2025 | 26.9 |
2026 | 19 |
2027 | 10.7 |
Thereafter | 6.7 |
Total future lease proceeds | 102.2 |
Less: imputed interest | 13.4 |
Total | $ 88.8 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 USD ($) lease | Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, lease not yet commenced, undiscounted amount | $ 22 | |
Lessee, operating lease, lease not yet commenced, construction costs | 265.8 | |
Construction advances | $ 119.9 | $ 35.4 |
Lessee, operating lease, lease not yet commenced, term of contract | 20 years | |
Lessee, operating lease, lease not yet commenced, renewal term | 20 years | |
Rent abatement | $ 1,012.9 | |
Lessee, operating lease, number of leases not yet commenced | lease | 9 | |
DLF Obligations | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, finance lease, term of contract | 40 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Operating lease ROU assets, net | $ 1,414.6 | $ 1,419.1 |
Finance Lease, Liability, Statement of Financial Position [Extensible List] | Other assets, net | Other assets, net |
Current | ||
Operating lease liabilities, short-term | $ 82.8 | $ 76.4 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accounts payable and accrued expenses | Accounts payable and accrued expenses |
Non-current | ||
Operating lease liabilities, long-term | $ 1,443.2 | $ 1,437.5 |
Financing Leases | ||
Assets | ||
Financing lease ROU assets, net | 227.5 | 215.7 |
Current | ||
Financing lease liabilities, short-term | 1.4 | 1.7 |
Non-current | ||
Financing lease liabilities, long-term | $ 246.7 | $ 225.9 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
DLF Obligations | ||
Assets | ||
Financing lease ROU assets, net | $ 916.2 | $ 813.2 |
Current | ||
Financing lease liabilities, short-term | 0.5 | 2.4 |
Non-current | ||
Financing lease liabilities, long-term | $ 809.2 | $ 658 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Deemed landlord financing obligations | Deemed landlord financing obligations |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating lease costs: | ||||
Amortization of ROU assets | $ 45.9 | $ 42.3 | $ 131.2 | $ 128.1 |
Total operating lease costs | 45.9 | 42.3 | 131.2 | 128.1 |
Financing lease costs: | ||||
Variable lease costs | 3.7 | 2.3 | 8.4 | 7.1 |
Total lease costs | 80.5 | 63.3 | 223.5 | 188.9 |
Financing Leases | ||||
Financing lease costs: | ||||
Amortization of ROU assets | 1.9 | 1 | 5.8 | 4.6 |
Interest on lease liabilities | 3.7 | 2.3 | 11 | 6.5 |
Total financing lease costs | 5.6 | 3.3 | 16.8 | 11.1 |
DLF Obligations | ||||
Financing lease costs: | ||||
Amortization of ROU assets | 7.8 | 3.7 | 18.2 | 10.1 |
Interest on lease liabilities | 17.5 | 11.7 | 48.9 | 32.5 |
Total financing lease costs | $ 25.3 | $ 15.4 | $ 67.1 | $ 42.6 |
Leases - Other Information Rela
Leases - Other Information Related to Leases (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 116.1 | $ 119.8 | |
Financing cash flows from finance leases | 2.2 | 0.3 | |
Lease liabilities arising from new ROU assets: | |||
Operating leases | $ 53.3 | 37.2 | |
Weighted average remaining lease term (years): | |||
Operating leases | 16 years 3 months 18 days | 16 years 7 months 6 days | |
Weighted average discount rate: | |||
Operating leases | 5.70% | 5.60% | |
Financing Leases | |||
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from finance leases | $ 5.6 | 5.4 | |
Financing cash flows from finance leases | 2.2 | 0.3 | |
Lease liabilities arising from new ROU assets: | |||
Financing leases | $ 17.4 | 40.7 | |
Weighted average remaining lease term (years): | |||
Financing leases | 36 years 3 months 18 days | 36 years 6 months | |
Weighted average discount rate: | |||
Financing leases | 6.20% | 6.10% | |
DLF Obligations | |||
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from finance leases | $ 37.1 | 29.3 | |
Financing cash flows from finance leases | 5.9 | 0 | |
Lease liabilities arising from new ROU assets: | |||
Financing leases | 143.4 | 113.2 | |
Finance lease liability, third-party contributions | $ 43.3 | 28.3 | |
Weighted average remaining lease term (years): | |||
Financing leases | 38 years 1 month 6 days | 38 years 6 months | |
Weighted average discount rate: | |||
Financing leases | 9% | 8.80% | |
DLF Obligations | Previously Reported | |||
Lease liabilities arising from new ROU assets: | |||
Finance lease liability, third-party contributions | $ 85 |
Leases - Future Minimum Lease O
Leases - Future Minimum Lease Obligations (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Operating Leases | |
Remainder of 2023 | $ 30.9 |
2024 | 161.1 |
2025 | 158.7 |
2026 | 153.5 |
2027 | 151.1 |
Thereafter | 1,833.1 |
Total future lease payments | 2,488.4 |
Less: imputed interest | 962.4 |
Total | 1,526 |
Total | |
Remainder of 2023 | 43.6 |
2024 | 238.9 |
2025 | 237.7 |
2026 | 233.7 |
2027 | 232.7 |
Thereafter | 5,562 |
Total future lease payments | 6,548.6 |
Less: imputed interest | 3,964.8 |
Total | 2,583.8 |
Financing Leases | |
Financing Leases | |
Remainder of 2023 | 2.1 |
2024 | 14.1 |
2025 | 14.8 |
2026 | 14.9 |
2027 | 15.1 |
Thereafter | 638.7 |
Total future lease payments | 699.7 |
Less: imputed interest | 451.6 |
Total | 248.1 |
DLF Obligations | |
Financing Leases | |
Remainder of 2023 | 10.6 |
2024 | 63.7 |
2025 | 64.2 |
2026 | 65.3 |
2027 | 66.5 |
Thereafter | 3,090.2 |
Total future lease payments | 3,360.5 |
Less: imputed interest | 2,550.8 |
Total | $ 809.7 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | $ 1,040.6 | $ 988.5 | $ 3,387.7 | $ 3,144.4 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 737.3 | 684.8 | 2,435.1 | 2,194.7 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 149.5 | 141.9 | 423.3 | 417.7 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 130.7 | 138.7 | 419.1 | 432.6 |
Rest of world | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 23.1 | 23.1 | 110.2 | 99.4 |
Topgolf | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 447.7 | 413.8 | 1,322 | 1,139.5 |
Golf Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 293.4 | 296.7 | 1,188.1 | 1,216.6 |
Active Lifestyle | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 299.5 | 278 | 877.6 | 788.3 |
Venues | Topgolf | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 430.5 | 399.5 | 1,270.4 | 1,089.4 |
Other business lines | Topgolf | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 17.2 | 14.3 | 51.6 | 50.1 |
Golf club | Golf Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 222.2 | 221.4 | 913.3 | 959.6 |
Golf ball | Golf Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 71.2 | 75.3 | 274.8 | 257 |
Apparel | Active Lifestyle | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 211.7 | 181.4 | 531.3 | 456.7 |
Gear, accessories & other | Active Lifestyle | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | $ 87.8 | $ 96.6 | $ 346.3 | $ 331.6 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Deferred Revenue Arrangement [Line Items] | |||||
Total net revenues | $ 1,040.6 | $ 988.5 | $ 3,387.7 | $ 3,144.4 | |
Territory and franchise fee recognition, period | 40 years | ||||
Contract with customer, liability, noncurrent | 3.6 | $ 3.6 | $ 3.2 | ||
Deferred revenue, recognized | 8.2 | 12 | 57.8 | 59.2 | |
Sales return reserve cost recovery asset | 37.3 | 37.3 | $ 25.5 | ||
Topgolf | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Total net revenues | 447.7 | 413.8 | 1,322 | 1,139.5 | |
Products | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Total net revenues | 597.1 | 579.3 | 2,078.2 | 2,018.2 | |
Products | Topgolf | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Total net revenues | $ 4.2 | $ 4.5 | $ 12.5 | $ 13.3 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Royalty Income by Operating Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total net revenues | $ 1,040.6 | $ 988.5 | $ 3,387.7 | $ 3,144.4 |
Topgolf | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues | 447.7 | 413.8 | 1,322 | 1,139.5 |
Active Lifestyle | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues | 299.5 | 278 | 877.6 | 788.3 |
Royalties | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues | 18.2 | 15.2 | 57.4 | 53.4 |
Royalties | Topgolf | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues | 12.2 | 9 | 36.5 | 33.2 |
Royalties | Active Lifestyle | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues | $ 6 | $ 6.2 | $ 20.9 | $ 20.2 |
Revenue Recognition - Reconcili
Revenue Recognition - Reconciliation of Activity Related to Short-term Deferred Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Contract With Customer, Liability [Roll Forward] | ||||
Beginning Balance | $ 98.5 | $ 91.8 | $ 94.9 | $ 93.9 |
Deferral of revenue | 154.6 | 167.9 | 478.3 | 438.4 |
Revenue recognized | (150.7) | (160.1) | (457.5) | (427.9) |
Breakage | (5.4) | (4.7) | (18.5) | (13.4) |
Foreign currency translation and other | (0.1) | (0.5) | (0.3) | 3.4 |
Ending Balance | $ 96.9 | $ 94.4 | $ 96.9 | $ 94.4 |
Revenue Recognition - Reconci_2
Revenue Recognition - Reconciliation of Short Term Sales Program Incentives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Sales Incentives, Current [Roll Forward] | ||||
Beginning Balance | $ 24.8 | $ 35.2 | $ 20.8 | $ 23.3 |
Additions | 4.8 | 6.1 | 26.9 | 33.6 |
Credits issued | (11.7) | (6.6) | (28.3) | (19.8) |
Foreign currency translation and other | (0.4) | (1.3) | (1.9) | (3.7) |
Ending Balance | $ 17.5 | $ 33.4 | $ 17.5 | $ 33.4 |
Revenue Recognition - Sales Ret
Revenue Recognition - Sales Return Reserve (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning Balance | $ 81.1 | $ 77.6 | $ 55.4 | $ 47.4 |
Provision | 33.5 | 17.3 | 145 | 103.6 |
Sales returns | (31.9) | (23.5) | (117.7) | (79.6) |
Ending Balance | $ 82.7 | $ 71.4 | $ 82.7 | $ 71.4 |
Financing Arrangements - Schedu
Financing Arrangements - Schedule of Long-term Debt Obligations (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Short-term debt | $ 78.1 | $ 219.3 |
Long-term debt, gross | 1,572 | 1,214.4 |
Less: Unamortized Debt Issuance Costs | 32.7 | 24.3 |
Long-term debt | 1,539.3 | 1,190.1 |
Asset-based credit facilities | ||
Debt Instrument [Line Items] | ||
Short-term debt | 78.1 | 219.3 |
Prepaid expenses | ||
Debt Instrument [Line Items] | ||
Short-term debt | 1 | 0.6 |
Other long-term assets | ||
Debt Instrument [Line Items] | ||
Short-term debt | 3.3 | 0.3 |
Other current liabilities | ||
Debt Instrument [Line Items] | ||
Long-term debt | 17.8 | 13.8 |
Long-term debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,521.5 | 1,176.3 |
Short Term Unamortized Debt Issuance Costs | ||
Debt Instrument [Line Items] | ||
Less: Unamortized Debt Issuance Costs | 4.3 | 0.9 |
Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 21.2 | 27.8 |
Notes Payable, Other Payables | Minimum | ||
Debt Instrument [Line Items] | ||
Interest Rate | 0.0236% | |
Notes Payable, Other Payables | Maximum | ||
Debt Instrument [Line Items] | ||
Interest Rate | 0.0593% | |
Mortgages | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 45.4 | 45.9 |
Mortgages | Minimum | ||
Debt Instrument [Line Items] | ||
Interest Rate | 0.0975% | |
Mortgages | Maximum | ||
Debt Instrument [Line Items] | ||
Interest Rate | 0.1131% | |
Tenant Improvements | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8% | |
Long-term debt, gross | $ 3.3 | 3.5 |
2023 Term Loan B | Secured Debt | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8.92% | |
Long-term debt, gross | $ 1,243.8 | 0 |
Convertible Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest Rate | 2.75% | |
Long-term debt, gross | $ 258.3 | 258.3 |
Term Loan B | Secured Debt | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8.88% | |
Long-term debt, gross | $ 0 | 432 |
Topgolf Term Loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Interest Rate | 10.58% | |
Long-term debt, gross | $ 0 | 336.9 |
Revolving Credit Facility | Topgolf Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8.08% | |
Long-term debt, gross | $ 0 | 110 |
Revolving Credit Facility | Line of Credit | U.S. Asset-Based Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.36% | |
Short-term debt | $ 48 | 181.1 |
Revolving Credit Facility | Line of Credit | 2022 Japan ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest Rate | 0.90% | |
Short-term debt | $ 30.1 | $ 38.2 |
Revolving Credit Facility | Line of Credit | 2022 Japan ABL Credit 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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Line of Credit | Revolving Credit Facility | Topgolf Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | $ 0 | $ 0.9 | $ 2.7 | $ 2.6 |
Senior Notes | Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | 1.7 | 1.7 | 5.3 | 5.3 |
Notes Payable, Other Payables | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | 0.2 | 0.2 | 0.7 | 0.6 |
Mortgages | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | 1.2 | 1.2 | 3.5 | 3.6 |
Secured Debt | 2023 Term Loan B | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | 29.1 | 0 | 61.7 | 0 |
Secured Debt | Term Loan B | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | 0 | 8.4 | 8.6 | 21.2 |
Secured Debt | Topgolf Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | 0 | 8 | 7.8 | 20.7 |
Long-term debt | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | 32.2 | 20.4 | 90.3 | 54 |
Line of Credit | Revolving Credit Facility | U.S. Asset-Based Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | 0.9 | 1.2 | 6.5 | 2.9 |
Line of Credit | Revolving Credit Facility | 2022 Japan ABL Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | 0.1 | 0.1 | 0.3 | 0.2 |
Short-Term Debt | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | $ 1 | $ 1.3 | $ 6.8 | $ 3.1 |
Financing Arrangements - Revolv
Financing Arrangements - Revolving Credit Facilities and Available Liquidity (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Total available liquidity | $ 734.1 | $ 415.3 |
Financing Arrangements - U.S. A
Financing Arrangements - U.S. Asset-Based Revolving Credit Facility (Details) | 9 Months Ended | |
Sep. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | ||
Line of credit facility, average outstanding amount | $ 126,100,000 | |
Line of credit facility, average remaining borrowing capacity | $ 329,500,000 | |
Bank of America, N.A. | ||
Debt Instrument [Line Items] | ||
Debt covenant, fixed charge coverage ratio | 1 | |
Fixed charges coverage ratio covenant reference borrowing capacity, percent | 10% | |
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | |
Line of Credit | Bank of America, N.A. | ||
Debt Instrument [Line Items] | ||
Debt, weighted average interest rate | 5.71% | |
Revolving Credit Facility | New ABL Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 525,000,000 | |
Revolving Credit Facility | New ABL Agreement | Line of Credit | United States | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 440,000,000 | |
Revolving Credit Facility | New ABL Agreement | Line of Credit | Canada | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 5,000,000 | |
Revolving Credit Facility | New ABL Agreement | Line of Credit | Germany | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 60,000,000 | |
Revolving Credit Facility | New ABL Agreement | Line of Credit | United Kingdom | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 |
Financing Arrangements - 2022 J
Financing Arrangements - 2022 Japan ABL Facility (Details) - 9 months ended Sep. 30, 2023 $ in Millions | USD ($) | JPY (¥) |
2022 Japan ABL Credit Facility | The Bank of Tokyo-Mitsubishi UFJ | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 40.2 | ¥ 6,000,000,000 |
Line of credit facility, remaining borrowing capacity | $ 10.1 | ¥ 1,500,000,000 |
Revolving Credit Facility | 2022 Japan ABL Credit Facility | Line of Credit | Tokyo Interbank Offered Rate (TIBOR) | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.80% |
Financing Arrangements - 2023 T
Financing Arrangements - 2023 Term Loan (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Line of Credit Facility [Line Items] | |||||
Loss on debt extinguishment | $ 10,500,000 | $ 0 | |||
2023 Term Loan B | Secured Debt | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, face amount | $ 1,250,000,000 | $ 1,250,000,000 | |||
Debt issuance costs, gross | 12,500,000 | 12,500,000 | |||
Loss on debt extinguishment | 10,500,000 | ||||
Fee amount | 2,300,000 | 2,300,000 | |||
Debt issuance costs, net | $ 11,000,000 | $ 11,000,000 | |||
Amortization rate, percentage | 1% | ||||
Interest rate, covenant, period | 6 months | ||||
Interest rate, prepayment premium | 0.0100 | ||||
2023 Term Loan B | Secured Debt | SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.10% | ||||
Debt instrument, interest rate, floor | 0 | ||||
2023 Term Loan B | 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% | ||||
2023 Term Loan B | Secured Debt | One Month SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1% | ||||
Debt instrument, interest rate, floor | 0.01 | ||||
2023 Term Loan B | Secured Debt | Prime Rate | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1% | ||||
2023 Term Loan B | Secured Debt | Minimum | Applicable Margin | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 3.25% | ||||
2023 Term Loan B | Secured Debt | Minimum | Applicable Margin Prime Rate | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.25% | ||||
2023 Term Loan B | Secured Debt | Maximum | Applicable Margin | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 3.50% | ||||
2023 Term Loan B | Secured Debt | Maximum | Applicable Margin Prime Rate | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.50% |
Financing Arrangements - Conver
Financing Arrangements - Convertible Notes (Details) - Convertible Notes - Senior Notes | 1 Months Ended | ||
May 04, 2020 | Jul. 31, 2022 | Sep. 30, 2023 $ / shares | |
Debt Instrument [Line Items] | |||
Interest Rate | 2.75% | ||
Debt instrument, convertible, conversion ratio | 0.0568 | 0.0568 | |
Debt instrument, convertible, conversion price (in dollars per share) | $ 17.62 |
Financing Arrangements - Capped
Financing Arrangements - Capped Call (Details) - Convertible Notes | Sep. 30, 2023 $ / shares |
Debt Instrument [Line Items] | |
Debt instrument, capped call transaction cap price (in dollars per share) | $ 26.98 |
Senior Notes | |
Debt Instrument [Line Items] | |
Debt instrument, convertible, conversion price (in dollars per share) | $ 17.62 |
Financing Arrangements - Mortga
Financing Arrangements - Mortgage Loans (Details) | Sep. 30, 2023 loan |
Mortgages | Secured Debt | |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Remainder of 2023 | $ 5.3 | |
2024 | 20.8 | |
2025 | 18.6 | |
2026 | 276.3 | |
2027 | 15.5 | |
Thereafter | 1,235.5 | |
Long-term debt, gross | 1,572 | $ 1,214.4 |
Less: Unamortized Debt Issuance Costs | 32.7 | 24.3 |
Long-term debt | $ 1,539.3 | $ 1,190.1 |
Earnings Per Common Share - Sum
Earnings Per Common Share - Summary of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings per common share—basic | ||||
Net income | $ 29.7 | $ 38.5 | $ 172.1 | $ 230.6 |
Weighted-average common shares outstanding—basic (in shares) | 185.2 | 184.8 | 185.2 | 184.9 |
Earnings (loss) per common share (in dollars per share) | $ 0.16 | $ 0.21 | $ 0.93 | $ 1.25 |
Earnings per common share—diluted | ||||
Net income | $ 29.7 | $ 38.5 | $ 172.1 | $ 230.6 |
Interest expense attributable to convertible notes | 1.6 | 1.6 | 4.8 | 4.8 |
Net income attributable to earnings per common share—diluted | $ 31.3 | $ 40.1 | $ 176.9 | $ 235.4 |
Weighted-average common shares outstanding—basic (in shares) | 185.2 | 184.8 | 185.2 | 184.9 |
Convertible notes weighted-average shares outstanding (in shares) | 14.7 | 14.7 | 14.7 | 14.7 |
Outstanding options, restricted stock units and performance share units (in shares) | 1.3 | 2.3 | 1.4 | 1.4 |
Weighted-average common shares outstanding—diluted (in shares) | 201.2 | 201.8 | 201.3 | 201 |
Earnings (loss) per common share—diluted (in dollars per share) | $ 0.16 | $ 0.20 | $ 0.88 | $ 1.17 |
Earnings Per Common Share - Nar
Earnings Per Common Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Options and Restricted Stock | ||||
Debt Instrument [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1.9 | 1.3 | 3 | 1.3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 1,983.7 |
Foreign currency translation and other | (0.1) |
Balance at end of period | 1,983.6 |
Topgolf | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 1,363.6 |
Foreign currency translation and other | 0 |
Balance at end of period | 1,363.6 |
Golf Equipment | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 530.3 |
Foreign currency translation and other | (0.1) |
Balance at end of period | 530.2 |
Active Lifestyle | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 89.8 |
Foreign currency translation and other | 0 |
Balance at end of period | $ 89.8 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill, impaired, accumulated impairment loss | $ 148.4 | $ 148.4 | ||
Amortization of intangible assets | $ 2.8 | $ 4.3 | $ 11.2 | $ 11.3 |
Goodwill and Intangibles - Inta
Goodwill and Intangibles - Intangible Assets by Major Asset Class (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated amortization | $ (91) | $ (79.8) |
Net book value | 73.3 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross | 1,622.6 | 1,619.2 |
Accumulated amortization | (91) | (79.8) |
Foreign currency translation and other | (38.5) | (35.7) |
Net book value | 1,493.1 | 1,503.7 |
Tradename and Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross | 1,441 | 1,441 |
Foreign currency translation and other | (30.7) | (28.3) |
Net book value | 1,410.3 | 1,412.7 |
Liquor Licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross | 9.5 | 8.9 |
Foreign currency translation and other | 0 | 0 |
Net book value | 9.5 | 8.9 |
Patents | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross | 32.2 | 32.2 |
Accumulated amortization | (31.8) | (31.8) |
Foreign currency translation and other | 0 | 0 |
Net book value | 0.4 | 0.4 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | $ (31.8) | (31.8) |
Patents | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 2 years | |
Patents | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 16 years | |
Customer/ Distributor Relationships and Other | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross | $ 70.2 | 67.4 |
Accumulated amortization | (41.9) | (35.8) |
Foreign currency translation and other | (4.4) | (4.2) |
Net book value | 23.9 | 27.4 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | $ (41.9) | (35.8) |
Customer/ Distributor Relationships and Other | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 1 year | |
Customer/ Distributor Relationships and Other | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 10 years | |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 10 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross | $ 69.7 | 69.7 |
Accumulated amortization | (17.3) | (12.2) |
Foreign currency translation and other | (3.4) | (3.2) |
Net book value | 49 | 54.3 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | $ (17.3) | $ (12.2) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization Expense Related to Intangible Assets (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Amortization expense related to intangible assets: | |
Remainder of 2023 | $ 2.8 |
2024 | 11.4 |
2025 | 11.3 |
2026 | 11.3 |
2027 | 10.9 |
Thereafter | 25.6 |
Net book value | $ 73.3 |
Investments (Details)
Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Full Swing Golf Holdings, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Asset acquisition, consideration transferred | $ 12.5 | |||
Full Swing Golf Holdings, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity securities, noncurrent | $ 9.3 | $ 9.3 | $ 9.3 | |
Five Iron Golf | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity securities, noncurrent | 32.4 | 32.4 | $ 30 | |
Payments to acquire equity securities | $ 2 | |||
Equity securities, gain (loss) | $ 0.4 | |||
Topgolf International, Inc | Full Swing Golf Holdings, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity ownership, percentage | 20% | 20% | ||
Callaway Golf Co. | Five Iron Golf | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity ownership, percentage | 20% | 20% |
Selected Financial Data (Detail
Selected Financial Data (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Inventories: | |||||
Finished goods | $ 584.3 | $ 584.3 | $ 770.1 | ||
Work in process | 1.2 | 1.2 | 1.2 | ||
Raw materials | 145 | 145 | 181.5 | ||
Food and beverage | 6 | 6 | 6.4 | ||
Inventories | 736.5 | 736.5 | 959.2 | ||
Other current assets: | |||||
Credit card receivables | 30.2 | 30.2 | 40.1 | ||
Sales return reserve cost recovery asset | 37.3 | 37.3 | 25.5 | ||
VAT/Sales tax receivable | 5.3 | 5.3 | 17.2 | ||
Leasing receivables | 25.1 | 25.1 | 17.5 | ||
Hedging contract receivables | 20.1 | 20.1 | 4.6 | ||
Other | 53.1 | 53.1 | 31.1 | ||
Other current assets | 171.1 | 171.1 | 136 | ||
Property, plant and equipment, net: | |||||
Land | 183.5 | 183.5 | 160.4 | ||
Buildings and leasehold improvements | 1,345.4 | 1,345.4 | 1,196.7 | ||
Machinery and equipment | 283 | 283 | 248.8 | ||
Furniture, computer hardware and equipment | 356.5 | 356.5 | 299.1 | ||
Internal-use software | 136.2 | 136.2 | 109.9 | ||
Production molds | 9.3 | 9.3 | 9.1 | ||
Construction-in-process | 402.6 | 402.6 | 271.6 | ||
Property, plant and equipment, gross | 2,716.5 | 2,716.5 | 2,295.6 | ||
Less: Accumulated depreciation | 633.4 | 633.4 | 486 | ||
Property, plant and equipment, net | 2,083.1 | 2,083.1 | 1,809.6 | ||
Depreciation expense | 58.2 | $ 44.1 | 164.5 | $ 128.5 | |
Accounts payable and accrued expenses: | |||||
Accounts payable | 103.1 | 103.1 | 159.1 | ||
Accrued expenses | 191.7 | 191.7 | 160.9 | ||
Accrued inventory | 91.3 | 91.3 | 260 | ||
Accounts payable and accrued expenses | $ 386.1 | $ 386.1 | $ 580 | ||
Minimum | Buildings and leasehold improvements | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, useful life | 3 years | 3 years | |||
Minimum | Machinery and equipment | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, useful life | 5 years | 5 years | |||
Minimum | Furniture, computer hardware and equipment | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, useful life | 3 years | 3 years | |||
Minimum | Internal-use software | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, useful life | 3 years | 3 years | |||
Minimum | Production molds | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, useful life | 2 years | 2 years | |||
Maximum | Buildings and leasehold improvements | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, useful life | 40 years | 40 years | |||
Maximum | Machinery and equipment | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, useful life | 10 years | 10 years | |||
Maximum | Furniture, computer hardware and equipment | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, useful life | 5 years | 5 years | |||
Maximum | Internal-use software | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, useful life | 5 years | 5 years | |||
Maximum | Production molds | |||||
Property, plant and equipment, net: | |||||
Property, plant and equipment, useful life | 5 years | 5 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Valuation allowance, decrease | $ 50.8 | |||
Income tax (benefit) provision | $ (3) | $ 0.3 | $ (53) | $ (12.5) |
Effective tax rate | (10.80%) | 0.80% | (44.40%) | (5.70%) |
Liability for income taxes associated with uncertain tax positions | $ 28.2 | $ 28.2 | ||
Net amount of unrecognized tax benefit related to uncertain tax positions that would impact, if recognized, effective income tax rate | $ 15 | $ 15 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2023 | $ 33.8 |
2024 | 46.5 |
2025 | 35.6 |
2026 | 23 |
2027 | 16.5 |
Thereafter | 29.6 |
Unconditional purchase obligations | $ 185 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-Based Payment Arrangement Activity (Details) - $ / shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock units, granted (in shares) | 0.8 | 0 | 2.1 | 1.2 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock units, granted (in shares) | 0 | 0 | 0.7 | 0.7 |
Stock units, weighted-average grant date fair value (in dollars per share) | $ 18.76 | $ 22.80 | $ 22.85 | $ 22.82 |
Restricted stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock units, granted (in shares) | 0.8 | 0 | 0.8 | 0 |
Stock units, weighted-average grant date fair value (in dollars per share) | $ 19.60 | $ 0 | $ 19.60 | $ 0 |
Performance based restricted share unit awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock units, granted (in shares) | 0 | 0 | 0.6 | 0.5 |
Stock units, weighted-average grant date fair value (in dollars per share) | $ 0 | $ 23.28 | $ 36.58 | $ 23.37 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Share-Based Payment Arrangement Activity Expensed (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense, before tax | $ 13.6 | $ 10.4 | $ 38.4 | $ 37.4 |
Income tax benefit | (3.2) | (2.5) | (9.2) | (9) |
Total share-based compensation expense, after tax | 10.4 | 7.9 | 29.2 | 28.4 |
Stock options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense, before tax | 0.1 | 0.4 | 0.4 | 1.2 |
Restricted stock units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense, before tax | 5.1 | 4.5 | 14.6 | 13.2 |
Restricted stock awards | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense, before tax | 0.5 | 0.3 | 0.8 | 1 |
Performance based restricted share unit awards | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense, before tax | $ 7.9 | $ 5.2 | $ 22.6 | $ 22 |
Share-Based Compensation - Amou
Share-Based Compensation - Amounts Recognized for Share-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense, before tax | $ 13.6 | $ 10.4 | $ 38.4 | $ 37.4 |
Income tax benefit | (3.2) | (2.5) | (9.2) | (9) |
Total share-based compensation expense, after tax | 10.4 | 7.9 | 29.2 | 28.4 |
Cost of products | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense, before tax | 0.5 | 0.2 | 1.4 | 1.2 |
Selling, general and administrative expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense, before tax | 11.6 | 10 | 33.4 | 35 |
Research and development expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense, before tax | 0.5 | 0.1 | 1.1 | 0.9 |
Other venue expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense, before tax | $ 1 | $ 0.1 | $ 2.5 | $ 0.3 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |||||
Money market funds | $ 146,200,000 | $ 146,200,000 | $ 0 | ||
Impairment loss | $ 0 | $ 4,800,000 | $ 0 | $ 4,800,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Valuation of Foreign Currency Exchange Contracts by Pricing Levels (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset position | $ 20.1 | $ 4.6 |
Fair Value, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative fair value, net | 27.8 | 2 |
Fair Value, Recurring | Foreign currency forward contracts | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset position | 12.4 | 0.2 |
Derivative liability position | (0.8) | (5.4) |
Fair Value, Recurring | Interest rate swap contracts | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset position | 16.2 | 7.2 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative fair value, net | 27.8 | 2 |
Fair Value, Recurring | Level 2 | Foreign currency forward contracts | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset position | 12.4 | 0.2 |
Derivative liability position | (0.8) | (5.4) |
Fair Value, Recurring | Level 2 | Interest rate swap contracts | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset position | $ 16.2 | $ 7.2 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Fair Value Relating to Financial Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 1,539.3 | $ 1,190.1 |
Carrying Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 258.3 | 258.3 |
Carrying Value | Secured Debt | 2023 Term Loan B | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 1,243.8 | 0 |
Carrying Value | Secured Debt | Equipment Notes | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 21.2 | 27.8 |
Carrying Value | Secured Debt | Term Loan B | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 0 | 432 |
Carrying Value | Secured Debt | Topgolf Term Loan | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 0 | 336.9 |
Carrying Value | Secured Debt | Topgolf Revolving Credit Facility | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facilities | 0 | 110 |
Carrying Value | Topgolf Revolving Credit Facility | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 45.4 | 45.9 |
Carrying Value | U.S. Asset-Based Revolving Credit Facility | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facilities | 48 | 181.1 |
Carrying Value | 2022 Japan ABL Credit Facility | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facilities | 30.1 | 38.2 |
Fair Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 271.3 | 337.7 |
Fair Value | Secured Debt | 2023 Term Loan B | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 1,239.1 | 0 |
Fair Value | Secured Debt | Equipment Notes | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 18.4 | 23.6 |
Fair Value | Secured Debt | Term Loan B | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 0 | 431.1 |
Fair Value | Secured Debt | Topgolf Term Loan | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 0 | 337.1 |
Fair Value | Secured Debt | Topgolf Revolving Credit Facility | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facilities | 0 | 110 |
Fair Value | Topgolf Revolving Credit Facility | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 53.4 | 55.3 |
Fair Value | U.S. Asset-Based Revolving Credit Facility | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facilities | 48 | 181.1 |
Fair Value | 2022 Japan ABL Credit Facility | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facilities | $ 30.1 | $ 38.2 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Fair Value of Asset Derivatives | $ 28.6 | $ 7.4 |
Fair Value of Liability Derivatives | 0.8 | 5.4 |
Not Designated as Hedging Instrument | Foreign currency forward contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Asset Derivatives | 9.7 | 0.1 |
Not Designated as Hedging Instrument | Foreign currency forward contracts | Accounts payable and accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Liability Derivatives | 0.8 | 2.8 |
Cash Flow Hedging | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Asset Derivatives | 18.9 | 7.3 |
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency forward contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Asset Derivatives | 2.7 | 0.1 |
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency forward contracts | Accounts payable and accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Liability Derivatives | 0 | 2.6 |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swap contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Asset Derivatives | 7.7 | 4.4 |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swap contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Asset Derivatives | $ 8.5 | $ 2.8 |
Derivatives and Hedging - Forwa
Derivatives and Hedging - Forward Currency Forward Contracts (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Derivative [Line Items] | |||||
Minimum length of time, foreign currency cash flow hedge | 12 months | ||||
Maximum maturity for foreign currency cash flow hedge | 15 months | ||||
Forward points amortized on derivatives | $ 0.6 | $ 2.5 | |||
Designated as Hedging Instrument | Cash Flow Hedging | |||||
Derivative [Line Items] | |||||
Net gain (loss) in accumulated other comprehensive loss related to foreign currency forward contracts | 10.3 | $ 5.5 | 27.3 | $ 18 | |
Gains (losses) reclassified from AOCI into earnings | 4.6 | 1.1 | 9.8 | 0.6 | |
Foreign currency forward contracts | Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | 31.7 | 31.7 | $ 100 | ||
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 | 1.8 | 0.7 | 8.9 | 4.4 | |
Gains (losses) reclassified from AOCI into earnings | 1.9 | $ 1.3 | 4.3 | $ 2.8 | |
Interest rate cash flow hedge gain to be reclassified during next 12 months, net | $ 2.3 | $ 2.3 |
Derivatives and Hedging - Inter
Derivatives and Hedging - Interest Rate Swap Contract (Details) - Interest rate swap contracts - Designated as Hedging Instrument - Cash Flow Hedging - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative [Line Items] | ||
Proceeds from termination of interest rate swap contract | $ 5.6 | |
Unrealized gain on derivatives | $ 3.9 | |
Derivative, fixed interest rate | 3.36% | |
Derivative, notional amount | $ 400 | $ 192.3 |
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flow Hedging | Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Change in derivative instruments | $ 10.3 | $ 5.5 | $ 27.3 | $ 18 |
Gains (losses) reclassified from AOCI into earnings | 4.6 | 1.1 | 9.8 | 0.6 |
Foreign currency forward contracts | Cash Flow Hedging | Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Change in derivative instruments | 1.8 | 0.7 | 8.9 | 4.4 |
Gains (losses) reclassified from AOCI into earnings | 1.9 | 1.3 | 4.3 | 2.8 |
Interest rate swap contracts | Cash Flow Hedging | Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Change in derivative instruments | 8.5 | 4.8 | 18.4 | 13.6 |
Gains (losses) reclassified from AOCI into earnings | 2.7 | (0.2) | 5.5 | (2.2) |
Other income, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Foreign currency forward contracts | $ 10.9 | $ 19.7 | $ 29 | $ 58.3 |
Derivatives and Hedging - Forei
Derivatives and Hedging - Foreign Currency Forward Contracts Not Designated as Hedging Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Derivative [Line Items] | |||||
Maximum maturity for foreign currency derivatives | 12 months | ||||
Foreign currency transaction losses | $ 7 | $ 12.9 | $ 18 | $ 32.9 | |
Foreign currency forward contracts | Not Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | $ 273.2 | $ 273.2 | $ 162.9 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | $ 3,932.7 | $ 3,774.3 |
Balance at end of period | 3,951.9 | 3,951.9 |
AOCI Attributable to Parent | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (46.7) | (61.5) |
Change in derivative instruments | 10.3 | 27.3 |
Income tax benefit on derivative instruments | 1.1 | 0.5 |
Foreign currency translation adjustments | (14.4) | (10.8) |
Balance at end of period | (54.3) | (54.3) |
Derivative Instruments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | 16.1 | 4.9 |
Change in derivative instruments | 10.3 | 27.3 |
Income tax benefit on derivative instruments | 1.1 | 0.5 |
Balance at end of period | 22.9 | 22.9 |
Foreign Currency Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (62.8) | (66.4) |
Foreign currency translation adjustments | (14.4) | (10.8) |
Balance at end of period | (77.2) | (77.2) |
Cost of Goods Sold | AOCI Attributable to Parent | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Net gains reclassified | (1.9) | (4.3) |
Cost of Goods Sold | Derivative Instruments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Net gains reclassified | (1.9) | (4.3) |
Interest Expense | AOCI Attributable to Parent | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Net gains reclassified | (2.7) | (5.5) |
Interest Expense | Derivative Instruments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Net gains reclassified | $ (2.7) | $ (5.5) |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 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 its Operating Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 1,040.6 | $ 988.5 | $ 3,387.7 | $ 3,144.4 |
Income from operations | 73.8 | 68.2 | 270.3 | 291.5 |
Interest expense, net | (52.3) | (36.4) | (153.6) | (100.3) |
Other income, net | 5.2 | 7 | 2.4 | 26.9 |
Total income before income taxes | 26.7 | 38.8 | 119.1 | 218.1 |
Additions to property, plant and equipment | 138.1 | 131.6 | 449 | 385.8 |
Restructuring charges | 2.7 | 5.8 | ||
Expected restructuring costs | 13 | 13 | ||
Restructuring reserve | 2.4 | 2.4 | ||
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Income before income taxes | 114.1 | 101.3 | 395.7 | 402.3 |
Corporate and Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Income before income taxes | (40.3) | (33.1) | (125.4) | (110.8) |
Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Additions to property, plant and equipment | 10.1 | 8.9 | 47.7 | 21 |
Topgolf | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 447.7 | 413.8 | 1,322 | 1,139.5 |
Topgolf | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Income before income taxes | 38.9 | 23.6 | 85.7 | 74.3 |
Additions to property, plant and equipment | 122 | 113.9 | 378.5 | 336.4 |
Golf Equipment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 293.4 | 296.7 | 1,188.1 | 1,216.6 |
Golf Equipment | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Income before income taxes | 35.2 | 49.6 | 213.2 | 250.7 |
Additions to property, plant and equipment | 1.1 | 1.9 | 6.6 | 10.7 |
Active Lifestyle | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 299.5 | 278 | 877.6 | 788.3 |
Active Lifestyle | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Income before income taxes | 40 | 28.1 | 96.8 | 77.3 |
Additions to property, plant and equipment | $ 4.9 | $ 6.9 | $ 16.2 | $ 17.7 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Nov. 01, 2023 USD ($) |
Subsequent Event | Invited | |
Subsequent Event [Line Items] | |
Consideration transferred | $ 29.4 |
Uncategorized Items - modg-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |