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1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Acushnet Holdings Corp. (the “Company”), its wholly owned subsidiaries and a variable interest entity (“VIE”) in which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.
Certain information in footnote disclosures normally included in annual financial statements has been condensed or omitted for the interim periods presented in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and U.S. GAAP. In the opinion of management, the financial statements contain all normal and recurring adjustments necessary to state fairly the financial position and results of operations of the Company. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of results to be expected for the full year ended December 31, 2017, nor were those of the comparable 2016 period representative of those actually experienced for the full year ended December 31, 2016. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s filed audited consolidated financial statements and related notes for the fiscal year ended December 31, 2016 included in its Annual Report on Form 10-K filed with the SEC on March 30, 2017.
Use of Estimates
The preparation of the Company’s consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect reported amounts of assets, liabilities, stockholders’ equity, net sales and expenses, and the disclosure of contingent assets and liabilities in its consolidated financial statements. Actual results could differ from those estimates.
Acquisition
Acushnet Holdings Corp. was incorporated in Delaware on May 9, 2011 as Alexandria Holdings Corp., an entity owned by Fila Korea Co., Ltd. (“Fila Korea”), a leading sport and leisure apparel and footwear company which is a public company listed on the Korea Exchange, and a consortium of investors (the “Financial Investors”) led by Mirae Asset Global Investments, a global investment management firm. Acushnet Holdings Corp. acquired Acushnet Company, our operating subsidiary, from Beam Suntory, Inc. (at the time known as Fortune Brands, Inc.) (“Beam”) on July 29, 2011 (the “Acquisition”).
Initial Public Offering
On November 2, 2016, the Company completed an initial public offering of 19,333,333 shares of its common stock sold by selling stockholders at a public offering price of $17.00 per share. Upon the closing of the Company’s initial public offering, all remaining outstanding shares of the Company’s Series A preferred stock were automatically converted into 11,556,495 shares of the Company’s common stock and the Company’s convertible notes were automatically converted into 22,791,852 shares of the Company’s common stock. The underwriters of the Company’s initial public offering exercised their over-allotment option to purchase an additional 2,899,999 shares of common stock from the selling stockholders at the initial public offering price of $17.00 per share.
Following the pricing of the initial public offering, Magnus Holdings Co., Ltd. (“Magnus”), a wholly-owned subsidiary of Fila Korea, purchased from the Financial Investors on a pro rata basis 14,818,720 shares of the Company’s common stock, resulting in Magnus holding a controlling ownership interest of 53.1% of the Company’s outstanding common stock. The 14,818,720 shares of the Company’s common stock sold by the Financial Investors were received upon the automatic conversion of certain of the Company’s outstanding convertible notes and Series A preferred stock. The remaining outstanding convertible notes and Series A preferred stock automatically converted into shares of the Company’s common stock prior to the closing of the initial public offering.
On October 14, 2016, the Company effected a nine-for-one stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for its 7.5% convertible notes due 2021 (“convertible notes”), Series A redeemable convertible preferred stock (“Series A preferred stock”), and the exercise price for the common stock warrants and the strike price of stock-based compensation. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this stock split and adjustment of the common stock warrant exercise price, and convertible notes and Series A preferred stock conversion ratios.
Dividend Declaration
On March 22, 2017, the board of directors declared a dividend of $0.12 per share to shareholders on record as of April 5, 2017, payable on April 19, 2017. On April 4, 2017, the board of directors changed the record date from April 5, 2017 to April 13, 2017. The dividend payment date of April 19, 2017 and the dividend amount of $0.12 per share of common stock remained unchanged.
Variable Interest Entities
VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities independently, or (ii) have equity holders that do not have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the entity’s expected losses, or the right to receive the entity’s expected residual returns. The Company consolidates a VIE when it is the primary beneficiary, which is the party that has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) through its interests in the VIE, the obligation to absorb expected losses or the right to receive expected benefits from the VIE that could potentially be significant to the VIE.
The Company consolidates the accounts of Acushnet Lionscore Limited, a VIE which is 40% owned by the Company. The sole purpose of the VIE is to manufacture the Company’s golf footwear and as such, the Company is deemed to be the primary beneficiary as defined by Accounting Standards Codification (“ASC”) 810. The Company has presented separately on its consolidated balance sheets, to the extent material, the assets of its consolidated VIE that can only be used to settle specific obligations of its consolidated VIE and the liabilities of its consolidated VIE for which creditors do not have recourse to its general credit. The general creditors of the VIE do not have recourse to the Company. Certain directors of the noncontrolling entities have guaranteed the credit lines of the VIE, for which there were no outstanding borrowings as of March 31, 2017 and December 31, 2016. In addition, pursuant to the terms of the agreement governing the VIE, the Company is not required to provide financial support to the VIE.
Cash and Restricted Cash
Cash held in Company checking accounts is included in cash. Book overdrafts not subject to offset with other accounts with the same financial institution are classified as accounts payable. The Company classifies as restricted certain cash that is not available for use in its operations. Restricted cash is primarily related to a standby letter of credit used for insurance purposes. As of March 31, 2017 and December 31, 2016, the amount of restricted cash included in cash and restricted cash on the balance sheet was $3.2 million and $3.1 million, respectively.
Accounts Receivable
As of March 31, 2017 and December 31, 2016, the allowance for doubtful accounts was $12.9 million and $12.3 million, respectively.
Foreign Currency Translation and Transactions
Foreign currency transaction gains included in selling, general and administrative expense were $2.3 million and $1.9 million for the three months ended March 31, 2017 and 2016, respectively.
Recently Adopted Accounting Standards
Consolidation — Interest Held Through Related Parties
In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) ASU 2016‑17, “Consolidation: Interests Held through Related Parties that are under Common Control.” ASU 2016‑17 changes the evaluation of whether a reporting entity is the primary beneficiary of a VIE by changing how a reporting entity that is a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The Company adopted the provisions of this standard during the three months ended March 31, 2017. The adoption of this standard did not have an impact on the consolidated financial statements.
Compensation—Stock Compensation
In March 2016, the FASB issued ASU 2016‑09, “Compensation—Stock Compensation: Improvements to Employee Share‑Based Payment Accounting” to simplify accounting for employee share‑based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The Company adopted the provisions of this standard during the three months ended March 31, 2017. The adoption of this standard did not have a significant impact on the consolidated financial statements.
Recently Issued Accounting Standards
Compensation—Retirement Benefits
In March 2017, the FASB issued ASU 2017‑07, “Compensation—Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post Retirement Benefit Cost.” ASU 2017‑07 requires that an employer report the service cost component of net periodic pension and net periodic post retirement cost in the same line item as other compensation costs arising from services rendered by the employees during the period. It also requires the other components of net periodic pension and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. Additionally, only the service cost component is eligible for capitalization. ASU 2017‑07 is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual period for which financial statements have not been issued or made available for issuance.The adoption of this standard is not expected to have a significant impact on the consolidated financial statements.
Intangibles—Goodwill and Other—Simplifying the Test for Goodwill Impairment
In January 2017, the FASB issued ASU 2017‑04, “Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment.” ASU 2017‑04 removes the second step of the goodwill impairment test. Instead an entity will perform a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017‑04 is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have a significant impact on the consolidated financial statements.
Business Combination—Clarifying the Definition of a Business
In January 2017, the FASB issued ASU 2017‑01, “Business Combinations: Clarifying the Definition of a Business.” ASU 2017‑01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. ASU 2017‑01 is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early application is permitted for transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. The adoption of this standard is not expected to have a significant impact on the consolidated financial statements.
Revenue from Contracts with Customers
In May 2016, the FASB issued ASU 2016‑12, “Revenue from Contracts with Customers: Narrow‑Scope Improvements and Practical Expedients.” ASU 2016‑12 addresses narrow‑scope improvements to the guidance on collectability, noncash consideration and completed contracts at transition and provides a practical expedient for contract modifications and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. In March 2016, the FASB issued ASU 2016‑08, “Revenue from Contracts with Customers: Principal versus Agent Considerations” clarifying the implementation guidance on principal versus agent considerations. In August 2015, the FASB issued ASU 2015‑14, “Revenue from Contracts with Customers: Deferral of the Effective Date.” deferring the adoption of previously issued guidance published in May 2014, ASU 2014‑09, “Revenue from Contracts with Customers.” ASU 2014‑09 amends revenue recognition guidance and requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2016‑08 and 2015‑14 are effective for reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. The new standard permits the use of either the retrospective or modified retrospective approach on adoption. The Company is in the process of evaluating the new standard against its existing accounting policies, including the timing of revenue recognition, and its contracts with customers, to determine the effect the guidance will have on its consolidated financial statements.
Leases
In February 2016, the FASB issued ASU 2016‑02, “Leases,” which will require lessees to recognize right‑of‑use assets and lease liabilities for leases which were formerly classified as operating leases. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. While the Company is still in the process of completing its analysis on the complete impact this ASU will have on its consolidated financial statements and related disclosures, it does expect the ASU to have a material impact on its consolidated balance sheet for recognition of lease-related assets and liabilities.
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2. Inventories
Inventories are valued at the lower of cost and net realizable value. Cost is determined using the first‑in, first‑out inventory method. The inventory balance, which includes material, labor and manufacturing overhead costs, is recorded net of an allowance for obsolete or slow-moving inventory.
The components of inventories were as follows:
(in thousands) |
|
March 31, |
|
December 31, |
|
||
|
|
2017 |
|
2016 |
|
||
|
|
|
|
|
|
|
|
Raw materials and supplies |
|
$ |
49,743 |
|
$ |
55,424 |
|
Work-in-process |
|
|
25,371 |
|
|
21,558 |
|
Finished goods |
|
|
239,041 |
|
|
246,307 |
|
Inventories |
|
$ |
314,155 |
|
$ |
323,289 |
|
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3. Product Warranty
The Company has defined warranties ranging from one to two years. Products covered by the defined warranty policies include all Titleist golf products, FootJoy golf shoes and FootJoy golf outerwear. These product warranties generally obligate the Company to pay for the cost of replacement products, including the cost of shipping replacement products to its customers. The estimated cost of satisfying future warranty claims is accrued at the time the sale is recorded. In estimating future warranty obligations, the Company considers various factors, including its warranty policies and practices, the historical frequency of claims and the cost to replace or repair products under warranty.
The activity related to the Company’s warranty obligation for accrued warranty expense was as follows:
|
|
Three months ended |
||||
|
|
March 31, |
||||
(in thousands) |
|
2017 |
|
2016 |
||
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
3,526 |
|
$ |
3,345 |
Provision |
|
|
1,086 |
|
|
1,271 |
Claims paid/costs incurred |
|
|
(901) |
|
|
(1,030) |
Foreign currency translation |
|
|
53 |
|
|
9 |
Balance at end of period |
|
$ |
3,764 |
|
$ |
3,595 |
|
|
|
|
|
|
|
|
4. Related Party Transactions
Other assets includes receivables from related parties of $0.3 million and $0.9 million as of March 31, 2017 and December 31, 2016, respectively. As noted previously, on March 22, 2017 the board of directors declared a dividend of $0.12 per share to shareholders, of which $4.7 million is payable to Fila Korea. Prior to its initial public offering, the Company had historically incurred interest expense payable to related parties on its outstanding convertible notes and bonds with common stock warrants. Related party interest expense totaled $7.5 million for the three months ended March 31, 2016.
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5. Debt and Financing Arrangements
The Company’s debt and capital lease obligations were as follows:
|
|
March 31, |
|
December 31, |
|
||
(in thousands) |
|
2017 |
|
2016 |
|
||
|
|
|
|
|
|
|
|
Term loan |
|
$ |
362,122 |
|
$ |
366,607 |
|
Delayed draw term loan A facility |
|
|
98,750 |
|
|
- |
|
Revolving credit facility |
|
|
151,352 |
|
|
42,495 |
|
Other short-term borrowings |
|
|
17,960 |
|
|
- |
|
Capital lease obligations |
|
|
310 |
|
|
491 |
|
Total |
|
|
630,494 |
|
|
409,593 |
|
Less: short-term debt and current portion of long-term debt |
|
|
193,062 |
|
|
61,245 |
|
Total long-term debt and capital lease obligations |
|
$ |
437,432 |
|
$ |
348,348 |
|
The term loan is net of debt issuance costs of $3.5 million and $3.7 million as of March 31, 2017 and December 31, 2016, respectively.
Senior Secured Credit Facility
On April 27, 2016, the Company entered into a senior secured credit facilities agreement arranged by Wells Fargo Bank, National Association which provides for (i) a $275.0 million multi‑currency revolving credit facility, including a $20.0 million letter of credit sublimit, a $25.0 million swing line sublimit, a C$25.0 million sublimit for Acushnet Canada, Inc., a £20.0 million sublimit for Acushnet Europe Limited and an alternative currency sublimit of $100.0 million for borrowings in Canadian dollars, euros, pounds sterling and Japanese yen (“revolving credit facility”), (ii) a $375.0 million term loan A facility and (iii) a $100.0 million delayed draw term loan A facility. The revolving and term loan facilities mature on July 28, 2021. The credit agreement allows for the incurrence of additional term loans or increases in the revolving credit facility in an aggregate principal amount not to exceed (i) $200.0 million plus (ii) an unlimited amount so long as the net average secured leverage ratio (as defined in the credit agreement) does not exceed 2.00:1.00 on a pro forma basis. The applicable interest rate for the Canadian borrowings under the senior secured credit facility is based on the Canadian Dollar Offered Rate (“CDOR”) plus a margin ranging from 1.25% to 2.00% depending on the Net Average Total Leverage Ratio as defined in the credit agreement. The applicable interest for the swing line sublimit is the highest of (a) Federal Funds Rate plus 0.50%, (b) the Prime Rate and (c) the one-month London Interbank Offered Rate (“LIBOR”) rate plus 1.00% plus a margin ranging from 0.25% to 1.00% depending on the Net Average Total Leverage Ratio as defined in the credit agreement. The applicable interest rate for all remaining borrowings under the senior secured credit facilities is LIBOR plus a margin ranging from 1.25% to 2.00% depending on the Net Average Total Leverage Ratio as defined in the credit agreement or the highest of (a) Federal Funds Rate plus 0.50%, (b) the Prime Rate and (c) the one-month LIBOR rate plus 1.00% plus a margin ranging from 0.25% to 1.00% depending on the Net Average Total Leverage Ratio as defined in the credit agreement.
The credit agreement contains customary affirmative and restrictive covenants, including, among others, financial covenants based on the Company’s leverage and interest coverage ratios. The credit agreement includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations to be immediately due and payable. As of March 31, 2017, the Company was in compliance with all covenants under the credit agreement and anticipates compliance with all covenants under the credit agreement for the foreseeable future.
A change of control is an event of default under the credit agreement which could result in the acceleration of all outstanding indebtedness and the termination of all commitments under the credit agreement and would allow the lenders under the credit agreement to enforce their rights with respect to the collateral granted. A change of control occurs if any person (other than certain permitted parties, including Fila Korea) becomes the beneficial owner of 35% or more of the outstanding common stock of the Company. On October 28, 2016, Magnus Holdings Co., Ltd. (“Magnus”), a wholly owned subsidiary of Fila Korea, entered into a one-year term loan which is secured by a pledge on all of the Company’s common stock owned by Magnus, except for 5% of the Company’s outstanding common stock owned by Magnus that is subject to a negative pledge under Fila Korea’s credit facility, which equals 48.1% of the Company’s outstanding common stock. If Fila Korea or Magnus are unable to repay the amounts due on the term loan at maturity, the lenders of such debt can foreclose on the pledged shares of the Company’s common stock.
The credit agreement was signed and became effective on April 27, 2016 and initial funding under the credit agreement occurred on July 28, 2016. The proceeds of the $375.0 million term loan A facility, borrowings of C$4.0 million (equivalent to approximately $3.0 million) under the revolving credit facility and cash on hand of $23.6 million were used to repay all amounts outstanding under the secured floating rate notes and certain former working credit facilities. The secured floating rate notes, certain former working credit facilities and the former senior revolving credit facility were terminated.
During the first quarter of 2017, the Company drew down $100.0 million on the delayed draw term loan A facility and $47.8 million under the revolving credit facility to substantially fund the equity appreciation rights plan (“EAR Plan”) payout (Note 10).
There were outstanding borrowings under the revolving credit facility of $151.4 million as of March 31, 2017 and the weighted average interest rate applicable to the outstanding borrowings was 2.7%.
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6. Derivative Financial Instruments
Foreign Exchange Derivative Instruments
The Company principally uses financial instruments to reduce the impact of changes in foreign currency exchange rates. The principal derivative financial instruments the Company enters into on a routine basis are foreign exchange forward contracts. The Company does not enter into foreign exchange forward contracts for trading or speculative purposes.
Foreign exchange contracts are primarily used to hedge purchases denominated in select foreign currencies, thereby limiting currency risk that would otherwise result from changes in exchange rates. The periods of the foreign exchange contracts correspond to the periods of the forecasted transactions, which do not exceed 24 months subsequent to the latest balance sheet date. The primary foreign currency hedge contracts pertain to the U.S. dollar, the Japanese yen, the British pound sterling, the Canadian dollar, the Korean won and the Euro. The gross U.S. dollar equivalent notional amount of all foreign currency derivative hedges outstanding as of March 31, 2017 was $347.2 million.
The counterparties to derivative contracts are major financial institutions. The credit risk of counterparties does not have a significant impact on the valuation of the Company’s derivative instruments.
The fair values of foreign exchange derivative instruments on the consolidated balance sheets were as follows:
|
|
Balance Sheet |
|
March 31, |
|
December 31, |
|
||
(in thousands) |
|
Location |
|
2017 |
|
2016 |
|
||
|
|
|
|
|
|
|
|
|
|
Asset derivatives |
|
Other current assets |
|
$ |
4,500 |
|
$ |
11,357 |
|
|
|
Other noncurrent assets |
|
|
2,226 |
|
|
5,286 |
|
Liability derivatives |
|
Other current liabilities |
|
|
5,489 |
|
|
1,106 |
|
|
|
Other noncurrent liabilities |
|
|
646 |
|
|
32 |
|
The effect of foreign exchange derivative instruments on accumulated other comprehensive income (loss) and the consolidated statements of operations was as follows:
|
|
Gain (Loss) Recognized in |
|
||||
|
|
Other Comprehensive Income (Loss) |
|
||||
|
Three months ended |
||||||
|
|
March 31, |
|
||||
(in thousands) |
|
2017 |
|
2016 |
|
||
|
|
|
|
|
|
|
|
Type of hedge |
|
|
|
|
|
|
|
Cash flow |
|
$ |
(11,745) |
|
$ |
(11,489) |
|
|
|
$ |
(11,745) |
|
$ |
(11,489) |
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) Recognized in |
||||
|
|
Statement of Operations |
||||
|
|
Three months ended |
||||
|
|
March 31, |
||||
(in thousands) |
|
2017 |
|
2016 |
||
|
|
|
|
|
|
|
Location of gain (loss) in statement of operations |
|
|
|
|
|
|
Cost of goods sold |
|
$ |
1,811 |
|
$ |
4,911 |
Selling, general and administrative expense |
|
|
(1,719) |
|
|
(1,755) |
|
|
$ |
92 |
|
$ |
3,156 |
Based on the current valuation, the Company expects to reclassify a net loss of $0.5 million from accumulated other comprehensive income (loss) into cost of goods sold during the next 12 months.
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7. Fair Value Measurements
Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
Assets and liabilities measured at fair value on a recurring basis were as follows:
|
|
Fair Value Measurements as of |
|
|
|||||||
|
|
March 31, 2017 using: |
|
|
|||||||
(in thousands) |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Balance Sheet Location |
|||
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
Rabbi trust |
|
$ |
6,994 |
|
$ |
- |
|
$ |
- |
|
Other current assets |
Foreign exchange derivative instruments |
|
|
- |
|
|
4,500 |
|
|
- |
|
Other current assets |
Rabbi trust |
|
|
6,696 |
|
|
- |
|
|
- |
|
Other noncurrent assets |
Deferred compensation program assets |
|
|
1,838 |
|
|
- |
|
|
- |
|
Other noncurrent assets |
Foreign exchange derivative instruments |
|
|
- |
|
|
2,226 |
|
|
- |
|
Other noncurrent assets |
Total assets |
|
$ |
15,528 |
|
$ |
6,726 |
|
$ |
- |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange derivative instruments |
|
$ |
- |
|
$ |
5,489 |
|
$ |
- |
|
Other current liabilities |
Deferred compensation program liabilities |
|
|
1,951 |
|
|
- |
|
|
- |
|
Other noncurrent liabilities |
Foreign exchange derivative instruments |
|
|
- |
|
|
646 |
|
|
- |
|
Other noncurrent liabilities |
Total liabilities |
|
$ |
1,951 |
|
$ |
6,135 |
|
$ |
- |
|
|
|
|
Fair Value Measurements as of |
|
|
|||||||
|
|
December 31, 2016 using: |
|
|
|||||||
(in thousands) |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Balance Sheet Location |
|||
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
Rabbi trust |
|
$ |
6,994 |
|
$ |
- |
|
$ |
- |
|
Other current assets |
Foreign exchange derivative instruments |
|
|
- |
|
|
11,357 |
|
|
- |
|
Other current assets |
Rabbi trust |
|
|
5,248 |
|
|
- |
|
|
- |
|
Other noncurrent assets |
Deferred compensation program assets |
|
|
1,846 |
|
|
- |
|
|
- |
|
Other noncurrent assets |
Foreign exchange derivative instruments |
|
|
- |
|
|
5,286 |
|
|
- |
|
Other noncurrent assets |
Total assets |
|
$ |
14,088 |
|
$ |
16,643 |
|
$ |
- |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange derivative instruments |
|
$ |
- |
|
$ |
1,106 |
|
$ |
- |
|
Other current liabilities |
Deferred compensation program liabilities |
|
|
1,846 |
|
|
- |
|
|
- |
|
Other noncurrent liabilities |
Foreign exchange derivative instruments |
|
|
- |
|
|
32 |
|
|
- |
|
Other noncurrent liabilities |
Total liabilities |
|
$ |
1,846 |
|
$ |
1,138 |
|
$ |
- |
|
|
During the three months ended March 31, 2017 and the year ended December 31, 2016, there were no transfers between Level 1, Level 2 and Level 3.
Rabbi trust assets are used to fund certain retirement obligations of the Company. The assets underlying the Rabbi trust are equity and fixed income exchange‑traded funds.
Deferred compensation program assets and liabilities represent a program where select employees can defer compensation until termination of employment. Effective July 29, 2011, this program was amended to cease all employee compensation deferrals and provided for the distribution of all previously deferred employee compensation. The program remains in effect with respect to the value attributable to the employer match contributed prior to July 29, 2011.
Foreign exchange derivative instruments are forward contracts used to hedge currency fluctuations for transactions denominated in a foreign currency. The Company uses the mid‑price of foreign exchange forward rates as of the close of business on the valuation date to value each foreign exchange forward contract at each reporting period.
|
8. Pension and Other Postretirement Benefits
Components of net periodic benefit cost were as follows:
|
|
Pension Benefits |
|
Postretirement Benefits |
|
||||||||
|
|
Three months ended March 31, |
|
||||||||||
(in thousands) |
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of net periodic benefit cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
2,337 |
|
$ |
2,453 |
|
$ |
235 |
|
$ |
250 |
|
Interest cost |
|
|
3,018 |
|
|
3,171 |
|
|
174 |
|
|
211 |
|
Expected return on plan assets |
|
|
(3,013) |
|
|
(3,139) |
|
|
- |
|
|
- |
|
Settlement expense |
|
|
131 |
|
|
- |
|
|
- |
|
|
- |
|
Amortization of net (gain) loss |
|
|
39 |
|
|
125 |
|
|
(166) |
|
|
(174) |
|
Amortization of prior service cost (credit) |
|
|
44 |
|
|
44 |
|
|
(41) |
|
|
(42) |
|
Net periodic benefit cost |
|
$ |
2,556 |
|
$ |
2,654 |
|
$ |
202 |
|
$ |
245 |
|
|
9. Income Taxes
Income tax expense increased by $5.7 million, to $22.5 million for the three months ended March 31, 2017 compared to $16.8 million for the three months ended March 31, 2016. The Company’s effective tax rate (“ETR”) was 36.2% for the three months ended March 31, 2017, compared to 40.0% for the three months ended March 31, 2016. The decrease in ETR was primarily driven by a decrease in non-deductible transaction costs, a reduction in non-cash fair value losses on common stock warrants, which are not tax effected, offset by incremental tax expense associated with the settlement of vested Restricted Stock Units and changes to the geographic mix of earnings.
|
10. Equity Incentive Plans
The Company measures stock‑based awards granted to employees based on the fair value on the date of the grant and recognizes the corresponding compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company issues stock‑based awards to employees with service‑based vesting conditions and performance‑based vesting conditions. Compensation expense for awards with only service‑based vesting conditions is recorded using the straight‑line method. Compensation expense for awards with service‑based and performance‑based vesting conditions is recorded on a straight‑line method once the Company has determined that the likelihood of meeting the performance conditions is probable, which requires management judgment.
The Company recognizes the effect of forfeitures in compensation cost when they occur. Previously recognized compensation cost is then reversed in the period that the award is forfeited.
Restricted Stock and Performance Stock Units
On January 22, 2016, the Company’s board of directors adopted the Acushnet Holdings Corp. 2015 Omnibus Incentive Plan (“2015 Plan”) pursuant to which the Company may grant stock options, stock appreciation rights, restricted shares of common stock, restricted stock units, and other stock-based and cash-based awards to members of the board of directors, officers, employees, consultants and advisors of the Company. The 2015 Plan is administered by the compensation committee (the “Administrator”). The Administrator has the authority to establish the terms and conditions of any award issued or granted under the 2015 Plan. As of March 31, 2017, a total of 4,501,257 authorized shares of the Company’s common stock remain available for issuance under the 2015 Plan.
|
|
|
|
Weighted- |
||
|
|
Number |
|
Average |
||
|
|
of |
|
Fair |
||
|
|
RSUs and PSUs |
|
Value |
||
|
|
|
|
|
|
|
Outstanding at December 31, 2016 |
|
|
2,459,166 |
|
$ |
20.40 |
Granted |
|
|
- |
|
|
|
Vested |
|
|
(409,846) |
|
|
|
Forfeited |
|
|
(110,136) |
|
|
|
Outstanding at March 31, 2017 |
|
|
1,939,184 |
|
$ |
20.40 |
On June 15, 2016, the Company’s board of directors, in accordance with the 2015 Plan, approved a grant of multi‑year restricted stock units (“RSUs”) and performance stock units (“PSUs”) to certain key members of management. The initial fair value of the grant was estimated at $45.8 million.
On August 9, 2016, the Company’s board of directors approved an additional grant of multi-year RSU’s and PSU’s to certain key members of management. The initial fair value of the grants was estimated at $3.8 million.
On October 28, 2016, the Company’s board of directors approved an additional grant of multi-year RSUs and PSUs in connection with the IPO. The initial fair value of the grant was $0.6 million.
Each of the grants were made 50% in RSUs and 50% in PSUs. One‑third of the RSUs vest on January 1 of 2017, 2018 and 2019, subject to the employee’s continued employment with the Company, and the PSUs cliff‑vest on December 31, 2018, subject to the employee’s continued employment with the Company and the Company’s level of achievement of the applicable cumulative Adjusted EBITDA performance metrics (as defined in the applicable award agreements) measured over the three-year performance period. Each PSU reflects the right to receive between 0% and 200% of the target number of shares based on the actual three-year cumulative Adjusted EBITDA. The determination of the target value gave consideration to executive performance, potential future contributions and peer group analysis.
The first tranche of the RSUs was settled during the first quarter of 2017, resulting in the issuance of 358,379 shares of common stock. As of March 31, 2017 no PSUs had vested. The remaining unrecognized compensation expense for non‑vested RSUs and non‑vested PSUs granted was $15.3 million and $12.2 million, respectively, as of March 31, 2017 and is expected to be recognized over the related weighted average period of 1.8 years.
The compensation expense recorded for the three months ended March 31, 2017 related to the PSUs was based on the Company’s best estimate of the three-year cumulative Adjusted EBITDA forecast as of March 31, 2017. The Company will reassess the estimate of the three‑year cumulative Adjusted EBITDA forecast at the end of each reporting period. The Company recorded compensation expense for the RSUs and PSUs of $2.1 million and $1.7 million, respectively, during the three months ended March 31, 2017.
Equity Appreciation Rights
During the first quarter of 2017, the outstanding equity appreciation rights (“EAR”) liability was settled in full by a cash payment to participants. The Company’s liability related to the EAR Plan was $151.5 million as of December 31, 2016 and was recorded within accrued compensation and benefits on the consolidated balance sheet.
|
11. Accumulated Other Comprehensive Income (Loss), Net of Tax
Accumulated other comprehensive income (loss), net of tax consists of foreign currency translation adjustments, unrealized gains and losses from foreign exchange derivative instruments designated as cash flow hedges, unrealized gains and losses from available‑for‑sale securities and pension and other postretirement adjustments.
The components of and changes in accumulated other comprehensive income (loss), net of tax, were as follows:
|
|
Foreign |
|
Gains (Losses) on |
|
Gains (Losses) |
|
Pension and |
|
Accumulated |
|
|||||
|
|
Currency |
|
Foreign Exchange |
|
on Available- |
|
Other |
|
Other |
|
|||||
|
|
Translation |
|
Derivative |
|
for-Sale |
|
Postretirement |
|
Comprehensive |
|
|||||
(in thousands) |
|
Adjustments |
|
Instruments |
|
Securities |
|
Adjustments |
|
Loss |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2016 |
|
$ |
(84,675) |
|
$ |
10,535 |
|
$ |
1,536 |
|
$ |
(18,230) |
|
$ |
(90,834) |
|
Other comprehensive income (loss) before reclassifications |
|
|
11,580 |
|
|
(8,548) |
|
|
(65) |
|
|
5 |
|
|
2,972 |
|
Amounts reclassified from accumulated other comprehensive loss |
|
|
- |
|
|
(1,811) |
|
|
- |
|
|
(124) |
|
|
(1,935) |
|
Balances at March 31, 2017 |
|
$ |
(73,095) |
|
$ |
176 |
|
$ |
1,471 |
|
$ |
(18,349) |
|
$ |
(89,797) |
|
|
13. Segment Information
The Company’s operating segments are based on how the Chief Operating Decision Maker (“CODM”) makes decisions about assessing performance and allocating resources. The Company has four reportable segments that are organized on the basis of product categories. These segments include Titleist golf balls, Titleist golf clubs, Titleist golf gear and FootJoy golf wear.
The CODM primarily evaluates performance using segment operating income. Segment operating income includes directly attributable expenses and certain shared costs of corporate administration that are allocated to the reportable segments, but excludes interest expense, net; EAR expense; gains and losses on the fair value of common stock warrants and other non‑operating gains and losses as the Company does not allocate these to the reportable segments. The CODM does not evaluate a measure of assets when assessing performance.
Results shown for the three months ended March 31, 2017 and 2016 are not necessarily those which would be achieved if each segment was an unaffiliated business enterprise. There are no intersegment transactions.
Information by reportable segment and a reconciliation to reported amounts are as follows:
(in thousands) |
|
|
Three months ended March 31, |
||||
|
|
|
2017 |
|
2016 |
||
Net sales |
|
|
|
|
|
|
|
Titleist golf balls |
|
|
$ |
134,192 |
|
$ |
130,373 |
Titleist golf clubs |
|
|
|
101,942 |
|
|
115,492 |
Titleist golf gear |
|
|
|
42,390 |
|
|
39,552 |
FootJoy golf wear |
|
|
|
142,241 |
|
|
144,630 |
Other |
|
|
|
12,850 |
|
|
9,888 |
Total net sales |
|
|
$ |
433,615 |
|
$ |
439,935 |
|
|
|
|
|
|
|
|
Segment operating income |
|
|
|
|
|
|
|
Titleist golf balls |
|
|
$ |
21,080 |
|
$ |
15,499 |
Titleist golf clubs |
|
|
|
11,364 |
|
|
19,582 |
Titleist golf gear |
|
|
|
7,292 |
|
|
5,456 |
FootJoy golf wear |
|
|
|
21,103 |
|
|
19,655 |
Other |
|
|
|
2,827 |
|
|
1,183 |
Total segment operating income |
|
|
|
63,666 |
|
|
61,375 |
Reconciling items: |
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
(2,922) |
|
|
(13,841) |
Loss on fair value of common stock warrants |
|
|
|
- |
|
|
(1,879) |
Transaction fees |
|
|
|
(94) |
|
|
(3,701) |
Other |
|
|
|
1,465 |
|
|
7 |
Total income before income tax |
|
|
$ |
62,115 |
|
$ |
41,961 |
|
14. Commitments and Contingencies
Purchase Obligations
During the normal course of its business, the Company enters into agreements to purchase goods and services, including purchase commitments for production materials, finished goods inventory, capital expenditures and endorsement arrangements with professional golfers. The reported amounts exclude those liabilities included in accounts payable or accrued liabilities on the consolidated balance sheet as of March 31, 2017.
Purchase obligations by the Company as of March 31, 2017 were as follows:
|
|
Payments Due by Period |
|
||||||||||||||||
|
|
Remainder of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2017 |
|
2018 |
|
2019 |
|
2020 |
|
2021 |
|
Thereafter |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase obligations |
|
$ |
130,121 |
|
$ |
6,475 |
|
$ |
3,858 |
|
$ |
2,254 |
|
$ |
1,793 |
|
$ |
3,326 |
|
Contingencies
In connection with the Company’s acquisition of Acushnet Company, Beam indemnified the Company for certain tax related obligations that relate to periods during which Fortune Brands, Inc. owned Acushnet Company. As of March 31, 2017, the Company’s estimate of its receivable for these indemnifications is $9.8 million, of which $1.4 million is recorded in other current assets and $8.4 million is recorded in other noncurrent assets on the consolidated balance sheet.
Litigation
Beam
A dispute has arisen between Acushnet Company and Beam with respect to approximately $16.6 million of value-added tax (“VAT”) trade receivables. These receivables were reflected on Acushnet Company’s consolidated balance sheet at the time of the Company’s acquisition of Acushnet Company. Acushnet Company believes that these VAT trade receivables are assets of the Company; Beam claims that these are tax credits or refunds from the period prior to the acquisition of Acushnet Company which are payable to Beam, pursuant to the terms of the Stock Purchase Agreement that covers the sale of the stock of Acushnet Company. Beam has withheld payments in this amount which the Company believes are payable to Acushnet Company in reimbursement of certain other tax liabilities which existed prior to the acquisition of Acushnet Company. On March 27, 2012, Acushnet Company filed a complaint seeking reimbursement of these funds in the Commonwealth of Massachusetts Superior Court Department, Business Litigation Section. Each party filed Motions for Summary Judgment, which motions were denied by the Court on July 29, 2015. Trial was conducted in early June, 2016. On June 21, 2016, the Court ruled that Beam had a contractual right to the VAT trade receivables actually collected from Acushnet Company's customers prior to the closing of the Company's acquisition of Acushnet Company, but that Beam should pay $972,288 plus pre-judgment interest of $494,859 to the Company to compensate for amounts Beam withheld, but which were not collected from Acushnet Company's customers. The Company recorded the total value as other (income) expense, net on the consolidated statement of operations for the year ended December 31, 2016. Acushnet believes that the Court erred in its ruling and filed a Notice of Appeal on July 20, 2016. Related briefing closed on April 28, 2017 and the Commonwealth of Massachusetts Appeals Court has not yet scheduled oral arguments.
Other Litigation
In addition to the lawsuit described above, the Company and its subsidiaries are defendants in lawsuits associated with the normal conduct of their businesses and operations. 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, the Company is unable to estimate the ultimate aggregate amount of monetary loss, amounts covered by insurance or the financial impact that will result from such matters and has not recorded a liability related to potential losses. The Company believes that there are meritorious defenses to these actions and that these actions will not have a material adverse effect on the consolidated financial statements.
|
15. Subsequent Events
Dividend Declaration
On May 12, 2017, the board of directors declared a dividend of $0.12 per share to shareholders on record as of June 2, 2017, payable on June 16, 2017.
The Company has evaluated and determined there have been no other reportable subsequent events.
|
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Acushnet Holdings Corp. (the “Company”), its wholly owned subsidiaries and a variable interest entity (“VIE”) in which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.
Certain information in footnote disclosures normally included in annual financial statements has been condensed or omitted for the interim periods presented in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and U.S. GAAP. In the opinion of management, the financial statements contain all normal and recurring adjustments necessary to state fairly the financial position and results of operations of the Company. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of results to be expected for the full year ended December 31, 2017, nor were those of the comparable 2016 period representative of those actually experienced for the full year ended December 31, 2016. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s filed audited consolidated financial statements and related notes for the fiscal year ended December 31, 2016 included in its Annual Report on Form 10-K filed with the SEC on March 30, 2017.
Acquisition
Acushnet Holdings Corp. was incorporated in Delaware on May 9, 2011 as Alexandria Holdings Corp., an entity owned by Fila Korea Co., Ltd. (“Fila Korea”), a leading sport and leisure apparel and footwear company which is a public company listed on the Korea Exchange, and a consortium of investors (the “Financial Investors”) led by Mirae Asset Global Investments, a global investment management firm. Acushnet Holdings Corp. acquired Acushnet Company, our operating subsidiary, from Beam Suntory, Inc. (at the time known as Fortune Brands, Inc.) (“Beam”) on July 29, 2011 (the “Acquisition”).
Initial Public Offering
On November 2, 2016, the Company completed an initial public offering of 19,333,333 shares of its common stock sold by selling stockholders at a public offering price of $17.00 per share. Upon the closing of the Company’s initial public offering, all remaining outstanding shares of the Company’s Series A preferred stock were automatically converted into 11,556,495 shares of the Company’s common stock and the Company’s convertible notes were automatically converted into 22,791,852 shares of the Company’s common stock. The underwriters of the Company’s initial public offering exercised their over-allotment option to purchase an additional 2,899,999 shares of common stock from the selling stockholders at the initial public offering price of $17.00 per share.
Following the pricing of the initial public offering, Magnus Holdings Co., Ltd. (“Magnus”), a wholly-owned subsidiary of Fila Korea, purchased from the Financial Investors on a pro rata basis 14,818,720 shares of the Company’s common stock, resulting in Magnus holding a controlling ownership interest of 53.1% of the Company’s outstanding common stock. The 14,818,720 shares of the Company’s common stock sold by the Financial Investors were received upon the automatic conversion of certain of the Company’s outstanding convertible notes and Series A preferred stock. The remaining outstanding convertible notes and Series A preferred stock automatically converted into shares of the Company’s common stock prior to the closing of the initial public offering.
On October 14, 2016, the Company effected a nine-for-one stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for its 7.5% convertible notes due 2021 (“convertible notes”), Series A redeemable convertible preferred stock (“Series A preferred stock”), and the exercise price for the common stock warrants and the strike price of stock-based compensation. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this stock split and adjustment of the common stock warrant exercise price, and convertible notes and Series A preferred stock conversion ratios.
Use of Estimates
The preparation of the Company’s consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect reported amounts of assets, liabilities, stockholders’ equity, net sales and expenses, and the disclosure of contingent assets and liabilities in its consolidated financial statements. Actual results could differ from those estimates.
Variable Interest Entities
VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities independently, or (ii) have equity holders that do not have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the entity’s expected losses, or the right to receive the entity’s expected residual returns. The Company consolidates a VIE when it is the primary beneficiary, which is the party that has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) through its interests in the VIE, the obligation to absorb expected losses or the right to receive expected benefits from the VIE that could potentially be significant to the VIE.
The Company consolidates the accounts of Acushnet Lionscore Limited, a VIE which is 40% owned by the Company. The sole purpose of the VIE is to manufacture the Company’s golf footwear and as such, the Company is deemed to be the primary beneficiary as defined by Accounting Standards Codification (“ASC”) 810. The Company has presented separately on its consolidated balance sheets, to the extent material, the assets of its consolidated VIE that can only be used to settle specific obligations of its consolidated VIE and the liabilities of its consolidated VIE for which creditors do not have recourse to its general credit. The general creditors of the VIE do not have recourse to the Company. Certain directors of the noncontrolling entities have guaranteed the credit lines of the VIE, for which there were no outstanding borrowings as of March 31, 2017 and December 31, 2016. In addition, pursuant to the terms of the agreement governing the VIE, the Company is not required to provide financial support to the VIE.
Cash and Restricted Cash
Cash held in Company checking accounts is included in cash. Book overdrafts not subject to offset with other accounts with the same financial institution are classified as accounts payable. The Company classifies as restricted certain cash that is not available for use in its operations. Restricted cash is primarily related to a standby letter of credit used for insurance purposes. As of March 31, 2017 and December 31, 2016, the amount of restricted cash included in cash and restricted cash on the balance sheet was $3.2 million and $3.1 million, respectively.
Recently Adopted Accounting Standards
Consolidation — Interest Held Through Related Parties
In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) ASU 2016‑17, “Consolidation: Interests Held through Related Parties that are under Common Control.” ASU 2016‑17 changes the evaluation of whether a reporting entity is the primary beneficiary of a VIE by changing how a reporting entity that is a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The Company adopted the provisions of this standard during the three months ended March 31, 2017. The adoption of this standard did not have an impact on the consolidated financial statements.
Compensation—Stock Compensation
In March 2016, the FASB issued ASU 2016‑09, “Compensation—Stock Compensation: Improvements to Employee Share‑Based Payment Accounting” to simplify accounting for employee share‑based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The Company adopted the provisions of this standard during the three months ended March 31, 2017. The adoption of this standard did not have a significant impact on the consolidated financial statements.
Recently Issued Accounting Standards
Compensation—Retirement Benefits
In March 2017, the FASB issued ASU 2017‑07, “Compensation—Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post Retirement Benefit Cost.” ASU 2017‑07 requires that an employer report the service cost component of net periodic pension and net periodic post retirement cost in the same line item as other compensation costs arising from services rendered by the employees during the period. It also requires the other components of net periodic pension and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. Additionally, only the service cost component is eligible for capitalization. ASU 2017‑07 is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual period for which financial statements have not been issued or made available for issuance.The adoption of this standard is not expected to have a significant impact on the consolidated financial statements.
Intangibles—Goodwill and Other—Simplifying the Test for Goodwill Impairment
In January 2017, the FASB issued ASU 2017‑04, “Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment.” ASU 2017‑04 removes the second step of the goodwill impairment test. Instead an entity will perform a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017‑04 is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have a significant impact on the consolidated financial statements.
Business Combination—Clarifying the Definition of a Business
In January 2017, the FASB issued ASU 2017‑01, “Business Combinations: Clarifying the Definition of a Business.” ASU 2017‑01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. ASU 2017‑01 is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early application is permitted for transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. The adoption of this standard is not expected to have a significant impact on the consolidated financial statements.
Revenue from Contracts with Customers
In May 2016, the FASB issued ASU 2016‑12, “Revenue from Contracts with Customers: Narrow‑Scope Improvements and Practical Expedients.” ASU 2016‑12 addresses narrow‑scope improvements to the guidance on collectability, noncash consideration and completed contracts at transition and provides a practical expedient for contract modifications and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. In March 2016, the FASB issued ASU 2016‑08, “Revenue from Contracts with Customers: Principal versus Agent Considerations” clarifying the implementation guidance on principal versus agent considerations. In August 2015, the FASB issued ASU 2015‑14, “Revenue from Contracts with Customers: Deferral of the Effective Date.” deferring the adoption of previously issued guidance published in May 2014, ASU 2014‑09, “Revenue from Contracts with Customers.” ASU 2014‑09 amends revenue recognition guidance and requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2016‑08 and 2015‑14 are effective for reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. The new standard permits the use of either the retrospective or modified retrospective approach on adoption. The Company is in the process of evaluating the new standard against its existing accounting policies, including the timing of revenue recognition, and its contracts with customers, to determine the effect the guidance will have on its consolidated financial statements.
Leases
In February 2016, the FASB issued ASU 2016‑02, “Leases,” which will require lessees to recognize right‑of‑use assets and lease liabilities for leases which were formerly classified as operating leases. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. While the Company is still in the process of completing its analysis on the complete impact this ASU will have on its consolidated financial statements and related disclosures, it does expect the ASU to have a material impact on its consolidated balance sheet for recognition of lease-related assets and liabilities.
|
(in thousands) |
|
March 31, |
|
December 31, |
|
||
|
|
2017 |
|
2016 |
|
||
|
|
|
|
|
|
|
|
Raw materials and supplies |
|
$ |
49,743 |
|
$ |
55,424 |
|
Work-in-process |
|
|
25,371 |
|
|
21,558 |
|
Finished goods |
|
|
239,041 |
|
|
246,307 |
|
Inventories |
|
$ |
314,155 |
|
$ |
323,289 |
|
|
|
|
Three months ended |
||||
|
|
March 31, |
||||
(in thousands) |
|
2017 |
|
2016 |
||
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
3,526 |
|
$ |
3,345 |
Provision |
|
|
1,086 |
|
|
1,271 |
Claims paid/costs incurred |
|
|
(901) |
|
|
(1,030) |
Foreign currency translation |
|
|
53 |
|
|
9 |
Balance at end of period |
|
$ |
3,764 |
|
$ |
3,595 |
|
|
|
|
|
|
|
|
|
|
March 31, |
|
December 31, |
|
||
(in thousands) |
|
2017 |
|
2016 |
|
||
|
|
|
|
|
|
|
|
Term loan |
|
$ |
362,122 |
|
$ |
366,607 |
|
Delayed draw term loan A facility |
|
|
98,750 |
|
|
- |
|
Revolving credit facility |
|
|
151,352 |
|
|
42,495 |
|
Other short-term borrowings |
|
|
17,960 |
|
|
- |
|
Capital lease obligations |
|
|
310 |
|
|
491 |
|
Total |
|
|
630,494 |
|
|
409,593 |
|
Less: short-term debt and current portion of long-term debt |
|
|
193,062 |
|
|
61,245 |
|
Total long-term debt and capital lease obligations |
|
$ |
437,432 |
|
$ |
348,348 |
|
|
|
|
Balance Sheet |
|
March 31, |
|
December 31, |
|
||
(in thousands) |
|
Location |
|
2017 |
|
2016 |
|
||
|
|
|
|
|
|
|
|
|
|
Asset derivatives |
|
Other current assets |
|
$ |
4,500 |
|
$ |
11,357 |
|
|
|
Other noncurrent assets |
|
|
2,226 |
|
|
5,286 |
|
Liability derivatives |
|
Other current liabilities |
|
|
5,489 |
|
|
1,106 |
|
|
|
Other noncurrent liabilities |
|
|
646 |
|
|
32 |
|
|
|
Gain (Loss) Recognized in |
|
||||
|
|
Other Comprehensive Income (Loss) |
|
||||
|
Three months ended |
||||||
|
|
March 31, |
|
||||
(in thousands) |
|
2017 |
|
2016 |
|
||
|
|
|
|
|
|
|
|
Type of hedge |
|
|
|
|
|
|
|
Cash flow |
|
$ |
(11,745) |
|
$ |
(11,489) |
|
|
|
$ |
(11,745) |
|
$ |
(11,489) |
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) Recognized in |
||||
|
|
Statement of Operations |
||||
|
|
Three months ended |
||||
|
|
March 31, |
||||
(in thousands) |
|
2017 |
|
2016 |
||
|
|
|
|
|
|
|
Location of gain (loss) in statement of operations |
|
|
|
|
|
|
Cost of goods sold |
|
$ |
1,811 |
|
$ |
4,911 |
Selling, general and administrative expense |
|
|
(1,719) |
|
|
(1,755) |
|
|
$ |
92 |
|
$ |
3,156 |
|
|
|
Fair Value Measurements as of |
|
|
|||||||
|
|
March 31, 2017 using: |
|
|
|||||||
(in thousands) |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Balance Sheet Location |
|||
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
Rabbi trust |
|
$ |
6,994 |
|
$ |
- |
|
$ |
- |
|
Other current assets |
Foreign exchange derivative instruments |
|
|
- |
|
|
4,500 |
|
|
- |
|
Other current assets |
Rabbi trust |
|
|
6,696 |
|
|
- |
|
|
- |
|
Other noncurrent assets |
Deferred compensation program assets |
|
|
1,838 |
|
|
- |
|
|
- |
|
Other noncurrent assets |
Foreign exchange derivative instruments |
|
|
- |
|
|
2,226 |
|
|
- |
|
Other noncurrent assets |
Total assets |
|
$ |
15,528 |
|
$ |
6,726 |
|
$ |
- |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange derivative instruments |
|
$ |
- |
|
$ |
5,489 |
|
$ |
- |
|
Other current liabilities |
Deferred compensation program liabilities |
|
|
1,951 |
|
|
- |
|
|
- |
|
Other noncurrent liabilities |
Foreign exchange derivative instruments |
|
|
- |
|
|
646 |
|
|
- |
|
Other noncurrent liabilities |
Total liabilities |
|
$ |
1,951 |
|
$ |
6,135 |
|
$ |
- |
|
|
|
|
Fair Value Measurements as of |
|
|
|||||||
|
|
December 31, 2016 using: |
|
|
|||||||
(in thousands) |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Balance Sheet Location |
|||
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
Rabbi trust |
|
$ |
6,994 |
|
$ |
- |
|
$ |
- |
|
Other current assets |
Foreign exchange derivative instruments |
|
|
- |
|
|
11,357 |
|
|
- |
|
Other current assets |
Rabbi trust |
|
|
5,248 |
|
|
- |
|
|
- |
|
Other noncurrent assets |
Deferred compensation program assets |
|
|
1,846 |
|
|
- |
|
|
- |
|
Other noncurrent assets |
Foreign exchange derivative instruments |
|
|
- |
|
|
5,286 |
|
|
- |
|
Other noncurrent assets |
Total assets |
|
$ |
14,088 |
|
$ |
16,643 |
|
$ |
- |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange derivative instruments |
|
$ |
- |
|
$ |
1,106 |
|
$ |
- |
|
Other current liabilities |
Deferred compensation program liabilities |
|
|
1,846 |
|
|
- |
|
|
- |
|
Other noncurrent liabilities |
Foreign exchange derivative instruments |
|
|
- |
|
|
32 |
|
|
- |
|
Other noncurrent liabilities |
Total liabilities |
|
$ |
1,846 |
|
$ |
1,138 |
|
$ |
- |
|
|
|
|
|
Pension Benefits |
|
Postretirement Benefits |
|
||||||||
|
|
Three months ended March 31, |
|
||||||||||
(in thousands) |
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of net periodic benefit cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
2,337 |
|
$ |
2,453 |
|
$ |
235 |
|
$ |
250 |
|
Interest cost |
|
|
3,018 |
|
|
3,171 |
|
|
174 |
|
|
211 |
|
Expected return on plan assets |
|
|
(3,013) |
|
|
(3,139) |
|
|
- |
|
|
- |
|
Settlement expense |
|
|
131 |
|
|
- |
|
|
- |
|
|
- |
|
Amortization of net (gain) loss |
|
|
39 |
|
|
125 |
|
|
(166) |
|
|
(174) |
|
Amortization of prior service cost (credit) |
|
|
44 |
|
|
44 |
|
|
(41) |
|
|
(42) |
|
Net periodic benefit cost |
|
$ |
2,556 |
|
$ |
2,654 |
|
$ |
202 |
|
$ |
245 |
|
|
|
|
|
|
Weighted- |
||
|
|
Number |
|
Average |
||
|
|
of |
|
Fair |
||
|
|
RSUs and PSUs |
|
Value |
||
|
|
|
|
|
|
|
Outstanding at December 31, 2016 |
|
|
2,459,166 |
|
$ |
20.40 |
Granted |
|
|
- |
|
|
|
Vested |
|
|
(409,846) |
|
|
|
Forfeited |
|
|
(110,136) |
|
|
|
Outstanding at March 31, 2017 |
|
|
1,939,184 |
|
$ |
20.40 |
|
|
|
Foreign |
|
Gains (Losses) on |
|
Gains (Losses) |
|
Pension and |
|
Accumulated |
|
|||||
|
|
Currency |
|
Foreign Exchange |
|
on Available- |
|
Other |
|
Other |
|
|||||
|
|
Translation |
|
Derivative |
|
for-Sale |
|
Postretirement |
|
Comprehensive |
|
|||||
(in thousands) |
|
Adjustments |
|
Instruments |
|
Securities |
|
Adjustments |
|
Loss |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2016 |
|
$ |
(84,675) |
|
$ |
10,535 |
|
$ |
1,536 |
|
$ |
(18,230) |
|
$ |
(90,834) |
|
Other comprehensive income (loss) before reclassifications |
|
|
11,580 |
|
|
(8,548) |
|
|
(65) |
|
|
5 |
|
|
2,972 |
|
Amounts reclassified from accumulated other comprehensive loss |
|
|
- |
|
|
(1,811) |
|
|
- |
|
|
(124) |
|
|
(1,935) |
|
Balances at March 31, 2017 |
|
$ |
(73,095) |
|
$ |
176 |
|
$ |
1,471 |
|
$ |
(18,349) |
|
$ |
(89,797) |
|
|
(in thousands) |
|
|
Three months ended March 31, |
||||
|
|
|
2017 |
|
2016 |
||
Net sales |
|
|
|
|
|
|
|
Titleist golf balls |
|
|
$ |
134,192 |
|
$ |
130,373 |
Titleist golf clubs |
|
|
|
101,942 |
|
|
115,492 |
Titleist golf gear |
|
|
|
42,390 |
|
|
39,552 |
FootJoy golf wear |
|
|
|
142,241 |
|
|
144,630 |
Other |
|
|
|
12,850 |
|
|
9,888 |
Total net sales |
|
|
$ |
433,615 |
|
$ |
439,935 |
|
|
|
|
|
|
|
|
Segment operating income |
|
|
|
|
|
|
|
Titleist golf balls |
|
|
$ |
21,080 |
|
$ |
15,499 |
Titleist golf clubs |
|
|
|
11,364 |
|
|
19,582 |
Titleist golf gear |
|
|
|
7,292 |
|
|
5,456 |
FootJoy golf wear |
|
|
|
21,103 |
|
|
19,655 |
Other |
|
|
|
2,827 |
|
|
1,183 |
Total segment operating income |
|
|
|
63,666 |
|
|
61,375 |
Reconciling items: |
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
(2,922) |
|
|
(13,841) |
Loss on fair value of common stock warrants |
|
|
|
- |
|
|
(1,879) |
Transaction fees |
|
|
|
(94) |
|
|
(3,701) |
Other |
|
|
|
1,465 |
|
|
7 |
Total income before income tax |
|
|
$ |
62,115 |
|
$ |
41,961 |
|
Purchase obligations by the Company as of March 31, 2017 were as follows:
|
|
Payments Due by Period |
|
||||||||||||||||
|
|
Remainder of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2017 |
|
2018 |
|
2019 |
|
2020 |
|
2021 |
|
Thereafter |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase obligations |
|
$ |
130,121 |
|
$ |
6,475 |
|
$ |
3,858 |
|
$ |
2,254 |
|
$ |
1,793 |
|
$ |
3,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|