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Investments
12 Months Ended
Dec. 31, 2015
Investments, All Other Investments [Abstract]  
Investments
Note 7. Investments
The Company owns a minority interest in Topgolf International, Inc., doing business as the Topgolf Entertainment Group (“Topgolf”), the owner and operator of Topgolf entertainment centers, which ownership consists of common stock and various classes of preferred stock. In connection with this investment, the Company has a preferred partner agreement with Topgolf in which the Company has preferred signage rights, rights as the preferred supplier of golf products used or offered for use at Topgolf facilities at prices no less than those paid by the Company’s customers, preferred retail positioning in the Topgolf retail stores, access to consumer information obtained by Topgolf, and other rights incidental to those listed above.
In December 2014, the Company remitted funds to subscribe for $1,699,000 in preferred shares of Topgolf. In January 2015, the subscription was accepted and the Company acquired the $1,699,000 in preferred shares. In December 2015, the Company invested an additional $940,000 in preferred shares of Topgolf, thereby increasing the Company's total investment as of December 31, 2015 to $53,315,000. In addition, in December 2015, the Company and Topgolf entered into a shareholder loan agreement, which resulted in a note receivable from Topgolf for $3,200,000. The loan was subject to an annual interest rate of 10%, and was due and payable on March 30, 2016. The loan was paid in full in February 2016.
The Company’s total ownership interest in Topgolf, including the Company's voting rights in the preferred shares of Topgolf, remains at less than 20% of the outstanding equity securities of Topgolf. As of December 31, 2015, the Company did not have the ability to significantly influence the operating and financing activities and policies of Topgolf, and accordingly, the Company’s investment in Topgolf is accounted for at cost in accordance with ASC Topic 325, “Investments—Other.” During 2015, the Company did not conduct a fair value analysis of its investment in Topgolf as it was not practicable to do so. However, there were no events or changes in circumstances that would have had a significant adverse effect on the fair value of this investment. In January 2016, the Company exercised certain stock options to acquire additional common shares in Topgolf for $1,259,000. This additional investment did not increase the Company's ownership percentage above 20%.
On February 22, 2016, Topgolf announced that Providence Equity Partners L.L.C. (“Providence Equity”) has made a significant minority preferred stock investment in Topgolf (the “Providence Equity Investment”). In connection with the Providence Equity Investment, Topgolf intends to use a portion of the proceeds it receives to repurchase shares from its existing shareholders, other than Providence Equity (the “Topgolf Repurchase Program”). The Company has agreed to sell approximately 9.6% to 10.9% of its shares in Topgolf in the Topgolf Repurchase Program, which amount may vary based on how many other existing Topgolf shareholders participate in the Topgolf Repurchase Program.
In connection with the sale of its Topgolf shares in the Topgolf Repurchase Program, the Company expects to recognize a gain of approximately $17,377,000 to $19,696,000 in the first half of 2016, which amount will vary based on the number of shares Topgolf ultimately repurchases from the Company. The Company's total investment in Topgolf accounted for on a cost-basis prior to these transactions is $54,574,000, which includes $1,259,000 invested in connection with the exercise of certain stock options in January 2016. The Company's participation in the Topgolf Repurchase Program will reduce its total investment in Topgolf by approximately $5,674,000 to $6,431,000, to a net total investment accounted for at cost of $48,144,000 to $48,901,000.
Based upon the transactions described above, the Company estimates the fair value of its Topgolf shares to be within the range of $230,000,000 to $240,000,000 immediately prior to the Providence Equity Investment (and prior to the Topgolf Repurchase Program). This fair value estimate is based solely upon the valuations and pricing in the Providence Equity Investment and related Topgolf Repurchase Program. No discount has been attributed to this fair value estimate for any preferred terms, including any shareholder, governance or other rights provided to Providence Equity that may differ from those held by the Company, and no premium has been attributed to this fair value estimate for any incremental value that might otherwise apply in the case of a change in control transaction (e.g. an initial public offering or sale of Topgolf). The Company’s Topgolf shares are illiquid and there is no assurance that the Company could sell its shares for the estimated fair value, or at all. Further, this estimate represents the fair value as of a point in time immediately preceding the Providence Equity Investment. The future value of the Company’s shares may differ materially from the estimated fair value. The future fair value will be affected by many factors, including the availability of interested and willing buyers, the future performance of the Topgolf business, Topgolf’s future capital structure, potential future dilution, and private and public equity market valuations and market conditions. In the absence of the Providence Equity Investment, it would not have been practicable for the Company to estimate the fair value of its Topgolf shares and there is no assurance that the Company will be able to estimate the fair value of its Topgolf shares in the future.