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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

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The entire disclosure for finance leases of lessee. Includes, but is not limited to, description of lessee's finance lease and maturity analysis of finance lease liability.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 842
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-Name Accounting Standards Codification
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The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 842
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The entire disclosure of lessor's direct financing leases.

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