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Fair Value of Financial Instruments | 12 Months Ended
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Dec. 31, 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, accounts receivables, accounts payable and accrued expenses, revolving credit facilities, and other current liabilities approximate fair value due to their short-term nature, and are therefore categorized within Level 1 of the fair value hierarchy. Our money market funds, which are included in cash and cash equivalents on our consolidated balance sheets, accrue dividends which are reinvested in the fund and are reflected in their carrying value. As of December 31, 2023, the carrying value of our money market fund was $196.5 million. We did not have any money market funds as of December 31, 2022. Hedging instruments are re-measured on a recurring basis using broker quotes, daily market foreign currency rates, and interest rate curves as applicable, 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 18) that are measured at fair value on a recurring basis, and are classified within Level 2 of the fair value hierarchy as of the periods presented (in millions):
| Fair Value |  |  |  | Level 2 |  |
December 31, 2023 |  |  |  |  |  |  |
Foreign currency forward contracts—asset position | $ | 0.2 |  |  |  |  | $ | 0.2 |  |  |
Foreign currency forward contracts—liability position | (4.5) |  |  |  |  | (4.5) |  |  |
Interest rate hedge agreements—asset position | 5.2 |  |  |  |  | 5.2 |  |  |
Interest rate hedge agreements—liability position | (2.6) |  |  |  |  | (2.6) |  |  |
Total | $ | (1.7) |  |  |  |  | $ | (1.7) |  |  |
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 |  |  |
Total | $ | 2.0 |  |  |  |  | $ | 2.0 |  |  |
There were no transfers of financial instruments between the levels of the fair value hierarchy during the years ended December 31, 2023 and 2022. Disclosures about the Fair Value of Financial Instruments The table below presents information about the fair value of our financial liabilities whose value were derived using Level 2 inputs of the fair value hierarchy, and is provided for comparative purposes only, relative to the carrying values of our financial instruments recognized in the consolidated balance sheets for the periods presented (in millions):
| December 31, 2023 |  | December 31, 2022
| Carrying Value |  | Fair Value |  | Carrying Value |  | Fair Value
U.S. Asset-Based Revolving Credit Facility | $ | 26.3 |  |  | $ | 26.3 |  |  | $ | 181.1 |  |  | $ | 181.1 |
2022 Japan ABL Credit Facility | $ | 28.4 |  |  | $ | 28.4 |  |  | $ | 38.2 |  |  | $ | 38.2 |
2023 Term Loan B | $ | 1,240.6 |  |  | $ | 1,242.2 |  |  | $ | — |  |  | $ | — |
Convertible Notes | $ | 258.3 |  |  | $ | 277.0 |  |  | $ | 258.3 |  |  | $ | 337.7 |
Equipment Notes | $ | 19.2 |  |  | $ | 17.0 |  |  | $ | 27.8 |  |  | $ | 23.6 |
Mortgage Loans | $ | 45.4 |  |  | $ | 54.8 |  |  | $ | 45.9 |  |  | $ | 55.3 |
Term Loan B | $ | — |  |  | $ | — |  |  | $ | 432.0 |  |  | $ | 431.1 |
Topgolf Term Loan | $ | — |  |  | $ | — |  |  | $ | 336.9 |  |  | $ | 337.1 |
Topgolf Revolving Credit Facility | $ | — |  |  | $ | — |  |  | $ | 110.0 |  |  | $ | 110.0 |
Non-recurring Fair Value Measurements We measure certain assets at fair value on a non-recurring basis at least annually or more frequently if it is determined that impairment indicators are present. These assets include long-lived assets, goodwill, non-amortizing intangible assets and investments, which are written down to fair value when they are classified as held for sale or determined to be impaired. During the year ended December 31, 2023, we recognized an $11.7 million impairment loss related to the abandonment of our Shankstars online digital game, which was included within research and development costs on our consolidated statements of operations. During the year ended December 31, 2022, we recognized $5.5 million of total impairment losses, of which $4.8 million was related to the impairment of property, plant and equipment at an underperforming premerger Topgolf concept location, and was included in other venue expenses in our consolidated statements of operations during the year ended December 31, 2022. The fair value of the location was determined using the cost approach for similar assets, which considers the highest and best use of these assets, and was categorized within Level 3 of the fair value hierarchy. We did not recognize any impairments during the year ended December 31, 2021.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2 + Details
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