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Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2022

Fair Value Measurements

The Company measures its financial assets and liabilities at fair value on a recurring basis using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Authoritative guidance establishes three levels of the fair value hierarchy as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities;

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

Level 3: Fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The carrying amounts of cash and cash equivalents, accounts receivables, accounts payable and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities, and as a result are classified within Level 1 of the fair value hierarchy. The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate.

The following table summarizes the valuation of the Company’s foreign currency forward contracts and interest rate hedge agreements (see Note 15) that are measured at fair value on a recurring basis, and are classified within Level 2 of the fair value hierarchy as of June 30, 2022 and December 31, 2021 (in millions):


	Fair Value		Level 1		Level 2		Level 3
June 30, 2022
Foreign currency forward contracts—asset position	$	17.8	$	—	$	17.8	$	—
Foreign currency forward contracts—liability position	(0.1)		—		(0.1)		—

Interest rate hedge agreements—asset position	2.1		—		2.1		—
Interest rate hedge agreements—liability position	—		—		—		—

	$	19.8	$	—	$	19.8	$	—
December 31, 2021
Foreign currency forward contracts—asset position	$	0.3	$	—	$	0.3	$	—
Foreign currency forward contracts—liability position	(0.2)		—		(0.2)		—

Interest rate hedge agreements—liability position	(8.7)		—		(8.7)		—
	$	(8.6)	$	—	$	(8.6)	$	—

Disclosures about the Fair Value of Financial Instruments

The table below illustrates information about fair value relating to the Company’s financial assets and liabilities. The fair value of these financial assets and liabilities are categorized within Level 2 of the fair value hierarchy and are based on quoted prices for similar instruments in active markets, quantitative pricing models, observable market borrowing rates, as well as other observable inputs and applicable valuation techniques. The financial assets and liabilities in the table below are recognized in the consolidated condensed balance sheets as of June 30, 2022 and consolidated balance sheets as of December 31, 2021 (in millions):


	June 30, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
U.S. Asset-Based Revolving Credit Facility	$	76.8	$	76.8	$	9.1	$	9.1
Japan ABL Facility	$	22.1	$	22.1	$	—	$	—
Japan Term Loan	$	—	$	—	$	13.0	$	12.2
Term Loan B	$	434.4	$	430.2	$	436.8	$	437.5
Topgolf Term Loan	$	338.6	$	334.0	$	340.4	$	346.1

Convertible Notes	$	258.8	$	348.7	$	258.8	$	444.4
Equipment Notes	$	26.1	$	19.7	$	31.1	$	30.2
Mortgage Loans	$	46.2	$	44.1	$	46.4	$	52.3

There were no transfers of financial instruments between the levels of the fair value hierarchy for the three and six months ended June 30, 2022 and 2021.

Non-recurring Fair Value Measurements

The Company measures certain assets at fair value on a non-recurring basis at least annually or more frequently if certain indicators are present. These assets include long-lived assets, goodwill, non-amortizing intangible assets and investments that are written down to fair value when they are held for sale or determined to be impaired.

- 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.

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