ACUSHNET HOLDINGS CORP., 10-K filed on 3/7/2018
Annual Report
Document and Entity Information (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Mar. 2, 2018
Jun. 30, 2017
Document and Entity Information [Abstract]
 
 
 
Entity Registrant Name
Acushnet Holdings Corp. 
 
 
Entity Central Index Key
0001672013 
 
 
Document Type
10-K 
 
 
Document Period End Date
Dec. 31, 2017 
 
 
Amendment Flag
false 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Well-known Seasoned Issuer
No 
 
 
Entity Voluntary Filers
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Filer Category
Accelerated Filer 
 
 
Entity Public Float
 
 
$ 667.6 
Document Fiscal Year Focus
2017 
 
 
Document Fiscal Period Focus
FY 
 
 
Common stock outstanding
 
74,744,536 
 
CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2017
Dec. 31, 2016
Current assets
 
 
Cash and restricted cash ($13,086 and $13,811 attributable to the variable interest entity ("VIE"))
$ 47,722 
$ 79,140 
Accounts receivable, net
190,851 
177,506 
Inventories ($13,692 and $14,633 attributable to the VIE)
363,962 
323,289 
Other assets
84,541 
84,596 
Total current assets
687,076 
664,531 
Property, plant and equipment, net ($10,240 and $10,709 attributable to the VIE)
228,922 
239,748 
Goodwill ($32,312 and $32,312 attributable to the VIE)
185,941 
179,241 
Intangible assets, net
481,234 
489,988 
Deferred income taxes
110,318 
130,416 
Other assets ($2,738 and $2,642 attributable to the VIE)
33,833 
32,247 
Total assets
1,727,324 
1,736,171 
Current liabilities
 
 
Short-term debt
20,364 
42,495 
Current portion of long-term debt
26,719 
18,750 
Accounts payable ($10,587 and $10,397 attributable to the VIE)
92,759 
87,608 
Accrued taxes
34,310 
41,962 
Accrued compensation and benefits ($780 and $780 attributable to the VIE)
80,189 
224,230 
Accrued expenses and other liabilities ($2,719 and $4,121 attributable to the VIE)
52,442 
47,063 
Total current liabilities
306,783 
462,108 
Long-term debt and capital lease obligations
416,970 
348,348 
Deferred income taxes
9,318 
7,452 
Accrued pension and other postretirement benefits ($1,908 and $1,946 attributable to the VIE)
130,160 
135,339 
Other noncurrent liabilities ($4,689 and $3,368 attributable to the VIE)
16,701 
14,101 
Total liabilities
879,932 
967,348 
Shareholders' Equity
 
 
Common stock, $0.001 par value, 500,000,000 shares authorized; 74,479,319 and 74,093,598 shares issued and outstanding
74 
74 
Additional paid-in capital
894,727 
880,576 
Accumulated other comprehensive loss, net of tax
(81,691)
(90,834)
Retained earnings (deficit)
1,618 
(53,951)
Total equity attributable to Acushnet Holdings Corp.
814,728 
735,865 
Noncontrolling interests
32,664 
32,958 
Total shareholders' equity
847,392 
768,823 
Total liabilities and shareholders' equity
$ 1,727,324 
$ 1,736,171 
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $)
In Thousands, except Share data, unless otherwise specified
Dec. 31, 2017
Dec. 31, 2016
Cash and restricted cash
$ 47,722 
$ 79,140 
Inventories
363,962 
323,289 
Property, plant and equipment, net
228,922 
239,748 
Goodwill
185,941 
179,241 
Other assets
33,833 
32,247 
Accounts payable
92,759 
87,608 
Accrued compensation and benefits
80,189 
224,230 
Accrued expenses and other liabilities
52,442 
47,063 
Accrued pension and other postretirement benefits
130,160 
135,339 
Other noncurrent liabilities
16,701 
14,101 
Common stock, par value (in dollars per share)
$ 0.001 
$ 0.001 
Common stock, shares authorized
500,000,000 
500,000,000 
Common stock, shares issued
74,479,319 
74,093,598 
Common stock, shares outstanding
74,479,319 
74,093,598 
VIE
 
 
Cash and restricted cash
13,086 
13,811 
Inventories
13,692 
14,633 
Property, plant and equipment, net
10,240 
10,709 
Goodwill
32,312 
32,312 
Other assets
2,738 
2,642 
Accounts payable
10,587 
10,397 
Accrued compensation and benefits
780 
780 
Accrued expenses and other liabilities
2,719 
4,121 
Accrued pension and other postretirement benefits
1,908 
1,946 
Other noncurrent liabilities
$ 4,689 
$ 3,368 
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
Net sales
$ 1,560,258 
$ 1,572,275 
$ 1,502,958 
Cost of goods sold
759,466 
773,550 
727,120 
Gross profit
800,792 
798,725 
775,838 
Operating expenses:
 
 
 
Selling, general and administrative
579,837 
600,804 
604,018 
Research and development
48,148 
48,804 
45,977 
Intangible amortization
6,499 
6,608 
6,617 
Restructuring charges
 
1,673 
1,643 
Income from operations
166,308 
140,836 
117,583 
Interest expense, net (Note 14)
15,709 
49,908 
60,294 
Other (income) expense, net
(1,077)
1,706 
25,139 
Income before income taxes
151,676 
89,222 
32,150 
Income tax expense
55,056 
39,707 
27,994 
Net income
96,620 
49,515 
4,156 
Less: Net income attributable to noncontrolling interests
(4,506)
(4,503)
(5,122)
Net income (loss) attributable to Acushnet Holdings Corp.
92,114 
45,012 
(966)
Dividends earned by preferred shareholders
 
(11,576)
(13,785)
Allocation of undistributed earnings to preferred shareholders
 
(10,247)
 
Net income (loss) attributable to common stockholders - basic
92,114 
23,189 
(14,751)
Adjustments to net income for dilutive securities
 
16,475 
 
Net income (loss) attributable to common stockholders - diluted
$ 92,114 
$ 39,664 
$ (14,751)
Net income (loss) per common share attributable to Acushnet Holdings Corp.:
 
 
 
Basic
$ 1.24 
$ 0.74 
$ (0.74)
Net income (loss) per common share attributable to Acushnet Holdings Corp. - diluted
 
 
 
Diluted
$ 1.23 
$ 0.62 
$ (0.74)
Cash dividends declared per common share:
$ 0.48 
 
 
Weighted average number of common shares:
 
 
 
Basic
74,399,836 
31,247,643 
19,939,293 
Diluted
74,590,999 
64,323,742 
19,939,293 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
 
 
Net income
$ 96,620 
$ 49,515 
$ 4,156 
Other comprehensive income (loss)
 
 
 
Foreign currency translation adjustments
26,964 
(14,656)
(19,042)
Foreign exchange derivative instruments
 
 
 
Unrealized holding gains (losses) arising during period
(15,558)
7,014 
14,964 
Reclassification adjustments included in net income
(1,329)
(5,194)
(26,805)
Tax benefit (expense)
4,072 
(451)
3,836 
Foreign exchange derivative instruments, net
(12,815)
1,369 
(8,005)
Available-for-sale securities
 
 
 
Unrealized holding gains (losses) arising during period
150 
51 
(673)
Tax benefit (expense)
35 
(19)
160 
Available-for-sale securities, net
185 
32 
(513)
Pension and other postretirement benefits
 
 
 
Pension and other postretirement benefits adjustments
(6,889)
(16,072)
3,068 
Tax benefit (expense)
1,698 
5,727 
(1,684)
Pension and other postretirement benefits adjustments, net
(5,191)
(10,345)
1,384 
Total other comprehensive income (loss)
9,143 
(23,600)
(26,176)
Comprehensive income (loss)
105,763 
25,915 
(22,020)
Less: Comprehensive income attributable to noncontrolling interests
(4,524)
(4,563)
(5,017)
Comprehensive income (loss) attributable to Acushnet Holdings Corp.
$ 101,239 
$ 21,352 
$ (27,037)
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Cash flows from operating activities
 
 
 
Net income
$ 96,620 
$ 49,515 
$ 4,156 
Adjustments to reconcile net income to cash provided by (used in) operating activities
 
 
 
Depreciation and amortization
40,871 
40,834 
41,702 
Unrealized foreign exchange (gain) loss
(4,028)
(2,347)
2,933 
Amortization of debt issuance costs
1,321 
3,378 
5,157 
Amortization of discount on bonds payable
 
3,963 
4,142 
Change in fair value of common stock warrants
 
6,112 
28,364 
Share-based compensation
15,285 
14,494 
2,033 
Loss on disposals of property, plant and equipment
912 
170 
401 
Deferred income taxes
27,853 
7,849 
2,188 
Changes in operating assets and liabilities
 
 
 
Accounts receivable
(2,592)
12,630 
(174)
Inventories
(28,372)
(2,377)
(45,415)
Accounts payable
974 
1,968 
(1,998)
Accrued taxes
(10,283)
14,666 
540 
Accrued expenses and other liabilities
(145,837)
113,042 
35,364 
Other assets
(8,477)
(6,960)
1,165 
Other noncurrent liabilities
(11,284)
(140,098)
12,278 
Interest due to related parties
 
(12,570)
(1,006)
Cash flows provided by (used in) operating activities
(27,037)
104,269 
91,830 
Cash flows from investing activities
 
 
 
Additions to property, plant and equipment
(18,845)
(19,175)
(23,201)
Cash flows used in investing activities
(18,845)
(19,175)
(23,201)
Cash flows from financing activities
 
 
 
Increase (decrease) in short-term borrowings, net
(25,548)
747 
7,890 
Proceeds from delayed draw term loan A facility
100,000 
 
 
Repayment of delayed draw term loan A facility
(5,000)
 
 
Repayment of term loan facilities
(18,750)
(4,688)
 
Repayment of senior term loan facility
 
(30,000)
 
Proceeds from term loan facility
 
375,000 
 
Repayment of secured floating rate notes
 
(375,000)
(50,000)
Proceeds from exercise of common stock warrants
 
34,503 
34,503 
Repayment of bonds
 
(34,503)
(34,503)
Debt issuance costs
 
(6,606)
 
Dividends paid on common stock
(35,744)
 
 
Dividends paid on Series A redeemable convertible preferred stock
 
(17,316)
(13,747)
Dividends paid to noncontrolling interests
(4,800)
(4,800)
(4,200)
Payment of employee restricted stock tax withholdings
(903)
 
 
Cash flows provided by (used in) financing activities
9,255 
(62,663)
(60,057)
Effect of foreign exchange rate changes on cash
5,209 
(2,425)
(3,205)
Net increase (decrease) in cash
(31,418)
20,006 
5,367 
Cash and restricted cash, beginning of year
79,140 
59,134 
53,767 
Cash and restricted cash, end of period
47,722 
79,140 
59,134 
Supplemental information
 
 
 
Cash paid for interest to related parties
 
36,753 
32,274 
Cash paid for interest to third parties
15,488 
27,165 
20,571 
Cash paid for income taxes
35,949 
16,589 
19,724 
Non-cash additions to property, plant and equipment
2,876 
1,170 
1,913 
Dividend equivalents declared not paid
801 
 
 
Non-cash conversion of Series A redeemable convertible preferred stock
 
131,036 
 
Non-cash conversion of convertible notes
 
362,489 
 
Non-cash conversion of common stock warrants
 
28,996 
7,298 
Non-cash exercise of stock options
 
 
$ 2,752 
CONSOLIDATED STATEMENT OF REEDEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY (USD $)
In Thousands, except Share data, unless otherwise specified
Parent
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Loss
Retained Earnings (Deficit)
Noncontrolling Interest
Redeemable Convertible Preferred Stock
Total
Beginning balance at Dec. 31, 2014
$ 156,587 
$ 18 
$ 264,561 
$ (41,058)
$ (66,934)
$ 32,333 
$ 131,036 
$ 188,920 
Beginning balance (in shares) at Dec. 31, 2014
 
18,552 
 
 
 
 
1,838 
 
Changes in stockholders' equity
 
 
 
 
 
 
 
 
Net income
(966)
 
 
 
(966)
5,122 
 
4,156 
Issuance of common stock (in shares)
 
3,105 
 
 
 
 
 
 
Issuance of common stock
41,801 
41,798 
 
 
 
 
41,801 
Exercise of common stock options (in shares)
 
164 
 
 
 
 
 
 
Exercise of common stock options (in value)
2,752 
2,751 
 
 
 
 
2,752 
Other comprehensive income (loss)
(26,176)
 
 
(26,176)
 
 
 
(26,176)
Dividends paid on Series A redeemable convertible preferred stock
(13,747)
 
 
 
(13,747)
 
 
(13,747)
Dividends declared to noncontrolling interests
 
 
 
 
 
(4,200)
 
(4,200)
Ending balance at Dec. 31, 2015
160,251 
22 
309,110 
(67,234)
(81,647)
33,255 
131,036 
193,506 
Ending balance (in shares) at Dec. 31, 2015
 
21,821 
 
 
 
 
1,838 
 
Changes in stockholders' equity
 
 
 
 
 
 
 
 
Net income
45,012 
 
 
 
45,012 
4,503 
 
49,515 
Issuance of common stock (in shares)
 
3,105 
 
 
 
 
 
 
Issuance of common stock
63,499 
63,496 
 
 
 
 
63,499 
Conversion of redeemable convertible preferred stock (in shares)
 
16,542 
 
 
 
 
(1,838)
 
Conversion of redeemable convertible preferred stock (in Value)
131,036 
16 
131,020 
 
 
 
(131,036)
131,036 
Conversion of convertible notes
362,489 
33 
362,456 
 
 
 
 
362,489 
Conversion of convertible notes (in shares)
 
32,626 
 
 
 
 
 
 
Other comprehensive income (loss)
(23,600)
 
 
(23,600)
 
 
 
(23,600)
Share-based compensation
14,494 
 
14,494 
 
 
 
 
14,494 
Dividends paid on Series A redeemable convertible preferred stock
(17,316)
 
 
 
(17,316)
 
(13,700)
(17,316)
Dividends declared to noncontrolling interests
 
 
 
 
 
(4,800)
 
(4,800)
Ending balance at Dec. 31, 2016
735,865 
74 
880,576 
(90,834)
(53,951)
32,958 
 
768,823 
Ending balance (in shares) at Dec. 31, 2016
 
74,094 
 
 
 
 
 
 
Changes in stockholders' equity
 
 
 
 
 
 
 
 
Net income
92,114 
 
 
 
92,114 
4,506 
 
96,620 
Other comprehensive income (loss)
9,143 
 
 
9,143 
 
 
 
9,143 
Share-based compensation
15,054 
 
15,054 
 
 
 
 
15,054 
Vesting of restricted common stock, net of shares withheld for employee taxes (in shares)
 
385 
 
 
 
 
 
 
Vesting of restricted common stock, net of shares withheld for employee taxes (in value)
(903)
 
(903)
 
 
 
 
(903)
Dividends and dividend equivalents declared
(36,545)
 
 
 
(36,545)
 
 
(36,545)
Dividends paid on Series A redeemable convertible preferred stock
 
 
 
 
 
 
(17,300)
 
Dividends declared to noncontrolling interests
 
 
 
 
 
(4,800)
 
(4,800)
Ending balance at Dec. 31, 2017
$ 814,728 
$ 74 
$ 894,727 
$ (81,691)
$ 1,618 
$ 32,664 
 
$ 847,392 
Ending balance (in shares) at Dec. 31, 2017
 
74,479 
 
 
 
 
 
 
Description of Business
Description of Business

1. Description of Business

Acushnet Holdings Corp. (the “Company”), headquartered in Fairhaven, Massachusetts, is the global leader in the design, development, manufacture and distribution of performance-driven golf products. The Company has established positions across all major golf equipment and golf wear categories under its globally recognized brands of Titleist, FootJoy, Scotty Cameron and Vokey Design. Acushnet products are sold primarily to on-course golf pro shops and selected off-course golf specialty stores, sporting goods stores and other qualified retailers. The Company sells products primarily in the United States, Europe (primarily the United Kingdom, Germany, France and Sweden), Asia (primarily Japan, Korea, China and Singapore), Canada and Australia. Acushnet manufactures and sources its products principally in the United States, China, Thailand, the United Kingdom and Japan.

Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

2. 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 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 prior period amounts have been reclassified to conform to current year presentation.

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 redeemable convertible preferred stock (“Series A preferred stock”) were automatically converted into 11,556,495 shares of the Company’s common stock and the Company’s 7.5% convertible notes due 2021 (“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 in 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 (Note 9) and Series A preferred stock (Note 15). 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 convertible notes, 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 consolidated 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 redeemable convertible preferred stock conversion ratios.

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. 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 December 31, 2017 and 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. As of December 31, 2017 and 2016, book overdrafts in the amount of $2.9 million and $3.6 million, respectively, were recorded in accounts payable. The Company classifies as restricted certain cash that is not available for use in its operations. As of December 31, 2017 and 2016, the amount of restricted cash included in cash and restricted cash on the consolidated balance sheet was $2.3 million and $3.1 million, respectively.

Accounts Receivable

 Accounts receivable are presented net of an allowance for doubtful accounts. The allowance for doubtful accounts is assessed each reporting period by the Company for estimated losses resulting from the inability or unwillingness of its customers to make required payments. The allowance is based on various factors, including credit risk assessments, length of time the receivables are past due, historical experience, customer specific information available to the Company and existing economic conditions.

Allowance for Sales Returns

 A sales returns allowance is recorded for anticipated returns through a reduction of sales and cost of goods sold in the period that the related sales are recorded. Sales returns are estimated based upon historical rates of product returns, current economic trends and changes in customer demands as well as specific identification of outstanding returns. In accordance with this policy, the allowance for sales returns was $13.5 million and $9.8 million as of December 31, 2017 and 2016, respectively. 

Concentration of Credit Risk and of Significant Customers

 Financial instruments that potentially expose the Company to concentration of credit risk are cash and accounts receivable. Substantially all of the Company's cash deposits are maintained at large, creditworthy financial institutions. The Company's deposits, at times, may exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As part of its ongoing procedures, the Company monitors its concentration of deposits with various financial institutions in order to avoid any undue exposure. As of December 31, 2017 and 2016, the Company had $44.7 million and $75.6 million, respectively, in banks located outside the United States. The risk with respect to the Company's accounts receivable is managed by the Company through its policy of monitoring the creditworthiness of its customers to which it grants credit terms in the normal course of business. 

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 Company's allowance for obsolete or slow moving inventory contains estimates regarding uncertainties. Such estimates are updated each reporting period and require the Company to make assumptions and to apply judgment regarding a number of factors, including market conditions, selling environment, historical results and current inventory trends.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets. Gains or losses resulting from disposals are included in income from operations. Betterments and renewals, which improve and extend the life of an asset, are capitalized. Maintenance and repair costs are expensed as incurred.

Estimated useful lives of property, plant and equipment asset categories were as follows:

 

 

 

 

 

 

Buildings and improvements

    

15

40 years

 

Machinery and equipment

 

3

10 years

 

Furniture, fixtures and computer hardware

 

3

10 years

 

Computer software

 

1

10 years

 

 

Leasehold and tenant improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets.

Certain costs incurred in connection with the development of the Company's internal-use software are capitalized. Software development costs are primarily related to the Company's enterprise resource planning system. Costs incurred in the preliminary stages of development are expensed as incurred. Internal and external costs incurred in the application development phase, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing performed to ensure the product is ready for its intended use. Costs such as maintenance and training are expensed as incurred. The capitalized internal-use software costs are included in property, plant and equipment and once the software is placed into service are amortized over the estimated useful life which ranges from three to ten years.

Long-Lived Assets

 A long-lived asset (including amortizable identifiable intangible assets) or asset group is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group to the carrying amount of the long-lived asset or asset group. The cash flows are based on the best estimate of future cash flows derived from the most recent business projections. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment loss is recognized based on the excess of the asset's or asset group's carrying value over its fair value. Fair value is determined based on discounted expected future cash flows on a market participant basis. Any impairment charge would be recognized within operating expenses as a selling, general and administrative expense.

The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in business plans, or changes in anticipated cash flows.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized but instead are measured for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying amount of the asset may be impaired.

Goodwill is assigned to reporting units for purposes of impairment testing. A reporting unit may be the same as an operating segment or one level below an operating segment. For purposes of assessing potential impairment, the Company may assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If the Company determines based on the qualitative factors that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, no further testing is necessary. If, however, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs the first step of a two-step quantitative goodwill impairment test. In the first step, the Company compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is considered not impaired and the Company is not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit's goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference. The fair value of the reporting units is determined using the income approach. The income approach uses a discounted cash flow analysis which involves applying appropriate discount rates to estimated future cash flows based on forecasts of sales, costs and capital requirements.

The Company performs its annual impairment tests in the fourth quarter of each fiscal year. As of December 31, 2017, no impairment of goodwill was identified and the fair value of each reporting unit exceeded its carrying value.

Purchased intangible assets other than goodwill are amortized over their useful lives unless those lives are determined to be indefinite. The Company's trademarks have been assigned an indefinite life as the Company currently anticipates that these trademarks will contribute to its cash flows indefinitely. Trademarks are reviewed for impairment annually and may be reviewed more frequently if indicators of impairment are present. Impairment losses are recorded to the extent that the carrying value of the indefinite-lived intangible asset exceeds its fair value. The Company measures the fair value of its trademarks using the relief-from-royalty method, which estimates the present value of royalty income that could be hypothetically earned by licensing the brand name to a third party over the remaining useful life. As of December 31, 2017, no impairment of trademarks was identified. 

Deferred Financing Costs

The Company defers costs directly associated with acquiring third-party financing. These deferred costs are amortized as interest expense over the term of the related indebtedness. Deferred financing costs associated with the revolving credit facilities are included in other current and noncurrent assets and deferred financing costs associated with all other indebtedness are netted against debt on the consolidated balance sheet.

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 maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

·

Level 1—Quoted prices in active markets for identical assets or liabilities.

·

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

·

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company’s foreign exchange derivative assets and liabilities are carried at fair value determined according to the fair value hierarchy described above (Note 11). The carrying value of accounts receivable, accounts payable and accrued expenses approximates fair value due to the short-term nature of these assets and liabilities. The Company adopted the fair value measurement disclosures for nonfinancial assets and liabilities, such as goodwill and indefinite-lived intangible assets.

In some instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and uses a midpoint approach on bid and ask prices from financial institutions to determine the reasonableness of these estimates. Assets and liabilities subject to this fair value valuation approach are typically classified as Level 2.

Pension and Other Postretirement Benefit Plans

The Company provides U.S. and foreign defined benefit and defined contribution plans to eligible employees and postretirement benefits to certain retirees, including pensions, postretirement healthcare benefits and other postretirement benefits.

Plan assets and obligations are measured using various actuarial assumptions, such as discount rates, rate of compensation increase, mortality rates, turnover rates and health care cost trend rates, as determined at each year end measurement date. The measurement of net periodic benefit cost is based on various actuarial assumptions, including discount rates, expected return on plan assets and rate of compensation increase, which are determined as of the prior year measurement date. The determination of the discount rate is generally based on an index created from a hypothetical bond portfolio consisting of high-quality fixed income securities with durations that match the timing of expected benefit payments. The expected return on plan assets is determined based on several factors, including adjusted historical returns, historical risk premiums for various asset classes and target asset allocations within the portfolio. Adjustments made to the historical returns are based on recent return experience in the equity and fixed income markets and the belief that deviations from historical returns are likely over the relevant investment horizon. Actual cost is also dependent on various other factors related to the employees covered by these plans. The effects of actuarial deviations from assumptions are generally accumulated and, if over a specified corridor, amortized over the remaining service period of the employees. The cost or benefit of plan changes, such as increasing or decreasing benefits for prior employee service (prior service cost), is deferred and included in expense on a straight-line basis over the average remaining service period of the related employees. The Company's actuarial assumptions are reviewed on an annual basis and modified when appropriate.

To calculate the U.S. pension and postretirement benefit plan expense in 2017, the Company applied the individual spot rates along the yield curve that correspond with the timing of each future cash outflow for the benefit payments in order to calculate interest cost and service cost.  Prior to 2017, the service cost and interest cost components were determined using a single weighted-average discount rate. The change does not affect the measurement of the total benefit plan obligations, as the change in the service cost and interest cost offsets in the actuarial gains and losses recorded in other comprehensive income. The Company changed to the new method to provide a more precise measure of service and interest cost by improving the correlation between the projected benefit cash flows and the discrete spot yield curve rates. The Company accounted for this change as a change in estimate prospectively beginning in 2017.  

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between consolidated financial statement carrying amounts and tax basis amounts enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is recorded to reduce deferred income tax assets when it is more-likely-than-not that such assets will not be realized. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

The Company records liabilities for uncertain income tax positions based on the two step process. The first step is recognition, where an individual tax position is evaluated as to whether it has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have a less than 50% likelihood of being sustained, no tax benefit is recorded. For tax positions that have met the recognition threshold in the first step, the Company performs the second step of measuring the benefit to be recorded. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized on ultimate settlement. The actual benefits ultimately realized may differ from the estimates. In future periods, changes in facts, circumstances, and new information may require the Company to change the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recorded in income tax expense and liability in the period in which such changes occur. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes on the consolidated statements of income.

Beam has indemnified certain tax obligations that relate to periods during which Fortune Brands, Inc. owned Acushnet Company (Note 13). These estimated tax obligations are recorded in accrued taxes and other noncurrent liabilities, and the related indemnification receivable is recorded in other current and noncurrent assets on the consolidated balance sheet. Any changes in the value of these specifically identified tax obligations are recorded in the period identified in income tax expense and the related change in the indemnification asset is recorded in other (income) expense, net on the consolidated statement of operations. 

Revenue Recognition

Revenue is recognized upon shipment or upon receipt by the customer depending on the country of the sale and the agreement with the customer, net of allowances for discounts, sales returns, customer sales incentives and cooperative advertising. The criteria for recognition of revenue is met when persuasive evidence that an arrangement exists, both title and risk of loss have passed to the customer, the price is fixed or determinable and collectability is reasonably assured. In circumstances where either title or risk of loss pass upon receipt by the customer, revenue is deferred until such event occurs based on an estimate of the shipping time from the Company's distribution centers to the customer using historical and expected delivery times by geographic location. Amounts billed to customers for shipping and handling are included in net sales.

Customer Sales Incentives

The Company offers customer sales incentives, including off-invoice discounts and sales-based rebate programs, to its customers which are primarily accounted for as a reduction in sales at the time the revenue is recognized. Sales-based rebates are estimated using assumptions related to the percentage of customers who will achieve qualifying purchase goals and the level of achievement. These assumptions are based on historical experience, current year program design, current marketplace conditions and sales forecasts, including considerations of product life cycles.

Cost of Goods Sold

Cost of goods sold includes all costs to make products saleable, such as inbound freight, purchasing and receiving costs, inspection costs and transfer costs. In addition, all depreciation expense associated with assets used to manufacture products and make them saleable is included in cost of goods sold.

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.

Advertising and Promotion

Advertising and promotional costs are included in selling, general and administrative expense on the consolidated statement of operations and include product endorsement arrangements with members of the various professional golf tours, media placement and production costs (television, print and internet), tour support expenses and point-of-sale materials. Advertising production costs are expensed as incurred. Media placement costs are expensed in the month the advertising appears. Product endorsement arrangements are expensed based upon the specific provisions of player contracts. Advertising and promotional expense was $192.7 million, $196.0 million and $203.3 million for the years ended December 31, 2017,  2016 and 2015, respectively.

Selling

Selling expenses including field sales, sales administration and shipping and handling costs are included in selling, general and administrative expense on the consolidated statement of operations. Shipping and handling costs included in selling expenses were $32.5 million, $32.4 million and $32.6 million for the years ended December 31, 2017,  2016 and 2015, respectively.

Research and Development

Research and development expenses include product development, product improvement, product engineering, and process improvement costs and are expensed as incurred.

Foreign Currency Translation and Transactions

Assets and liabilities denominated in foreign currency are translated into U.S. dollars at the actual rates of exchange at the balance sheet date. Revenues and expenses are translated at the average rates of exchange for the reporting period. The related translation adjustments are recorded as a component of accumulated other comprehensive income (loss). Transactions denominated in a currency other than the functional currency are re-measured into functional currency with resulting transaction gains or losses recorded as selling, general and administrative expense on the consolidated statement of operations. Foreign currency transaction gain (loss) included in selling, general and administrative expense was a gain of $4.1 million, a gain of $1.2 million and a loss of $4.7 million for the years ended December 31, 2017, 2016 and 2015, respectively. 

Derivative Financial Instruments

All derivatives are recognized as either assets or liabilities on the consolidated balance sheet and measurement of these instruments is at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings in the same period. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded as a component of accumulated other comprehensive income (loss) and are recognized in the consolidated statement of operations when the hedged item affects earnings. Any portion of the change in fair value that is determined to be ineffective is immediately recognized in earnings as cost of goods sold.

The Company may elect to enter into foreign exchange forwards to mitigate the change in fair value of specific assets and liabilities which do not qualify as hedging instruments under U.S. GAAP. Accordingly, these undesignated instruments are recorded at fair value as a derivative asset or liability with the corresponding change in fair value recognized in selling, general and administrative expense, together with the re-measurement gain or loss from the hedged asset or liability. There were no outstanding foreign exchange forward contracts not designated under hedge accounting as of December 31, 2017 and 2016.

Share-based Compensation

The Company has a share-based compensation plan for employees and non-employee members of the Company's Board of Directors. All awards granted under the plan are measured at fair value at the date of the grant and amortized as expense over the requisite service period of the award, which is generally the vesting period of the respective award. The Company accounts for forfeitures in compensation expense when they occur. The Company issues share-based awards with service-based vesting conditions and performance-based vesting conditions. For awards with performance-based vesting conditions, the measurement of the expense is based on the Company’s level of achievement of the applicable cumulative Adjusted EBITDA performance metrics.

Equity Appreciation Rights Plan

Awards granted under the Company's Equity Appreciation Rights (“EAR”) plan were accounted for as liability-classified awards because it was a cash settled plan. The Company elected the intrinsic value method to measure its liability-classified awards and amortized share-based compensation expense for those awards expected to vest on a straight-line basis over the requisite service period. The Company re-measured the intrinsic value of the awards at the end of each reporting period. 

Net Income (Loss) Per Common Share

Net income (loss) per common share attributable to Acushnet Holdings Corp. is calculated under the treasury stock method. Prior to the conversion of the redeemable convertible preferred shares to common stock in connection with the Company’s initial public offering in 2016, the Company applied the two-class method to calculate its basic and diluted net income (loss) per common share attributable to Acushnet Holdings Corp., as its redeemable convertible preferred shares were participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Net income (loss) per common share available to Acushnet Holdings Corp. was determined by allocating undistributed earnings between holders of common shares and redeemable convertible preferred shares, based on the participation rights of the preferred shares. Basic net income (loss) per share attributable to Acushnet Holdings Corp. was computed by dividing the net income (loss) available to Acushnet Holdings Corp. by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. was computed by dividing the net income (loss) available to Acushnet Holdings Corp. after giving effect to the diluted securities by the weighted-average number of dilutive shares outstanding during the period.

Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for the years ended December 31, 2017 and 2016 reflects the potential dilution that would occur if the Restricted Stock Units (“RSUs”) were converted into common shares. The restricted stock units are included as potential dilutive securities to the extent they are dilutive under the treasury stock method for the applicable periods.

Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for the year ended December 31, 2015 reflects the potential dilution that would occur if common stock warrants, convertible notes, redeemable convertible preferred stock, stock options or any other dilutive equity instruments were exercised or converted into common shares. The common stock warrants and stock options are included as potential dilutive securities to the extent they are dilutive under the treasury stock method for the applicable periods. The convertible notes and redeemable convertible preferred stock are included as potential dilutive securities to the extent they are dilutive under the if-converted method for the applicable periods.

Recently Adopted Accounting Standards

Consolidation— Interests Held Through Related Parties

In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 prospectively during the three months ended March 31, 2017. The adoption of this standard did not have a material impact on the consolidated financial statements.

Recently Issued Accounting Standards

Income Statement—Reporting Comprehensive Income

In February 2018, the FASB issued ASU 2018‑02, “Income Statement—Reporting Comprehensive Income (Topic 220) —Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. ASU 2018‑02 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is still analyzing the complete impact this standard will have on its consolidated financial statements.

Derivatives and Hedging (Topic 815) —Targeted Improvements to Accounting for Hedging Activities 

In August 2017, the FASB issued ASU 2017‑12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” The amendments in this update expand and refine hedge accounting guidance and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. ASU 2017-12 also simplifies the application of hedge accounting guidance, hedge documentation requirements and the assessment of hedge effectiveness. ASU 2017‑12 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The effect of adoption should be reflected as of the beginning of the fiscal year of adoption. The adoption of this standard is not expected to have a material impact on the consolidated financial statements.

Compensation—Stock Compensation—Scope of Modification Accounting 

In May 2017, the FASB issued ASU 2017‑09, “Compensation—Stock Compensation: Scope of Modification Accounting.” The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718, CompensationStock Compensation. ASU 2017‑09 is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the consolidated financial statements.

Compensation—Retirement Benefits 

 In March 2017, the FASB issued ASU 2017‑07, “CompensationRetirement 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 material impact on the consolidated financial statements.

Intangibles—Goodwill and OtherSimplifying 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 material 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 material impact on the consolidated financial statements.

Income Taxes

In October 2016, the FASB issued ASU 2016‑16, “Income Taxes: Intra-Entity Transfers of Assets other than Inventory.” ASU 2016-16 requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the consolidated financial statements.

Statement of Cash Flows

In August 2016, the FASB issued ASU 2016‑15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments” to address diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the consolidated financial statements.

Revenue from Contracts with Customers

In May 2014, the FASB issued 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. 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 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. 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 has adopted the standard on January 1, 2018 using a modified retrospective approach with the cumulative effect of initially applying the new standard recognized in retained earnings at the date of adoption.  The Company has identified customer incentives and expanded disclosures as the primary areas that will be affected by the new guidance. Based upon the terms of the Company’s agreements and the materiality of the transactions related to customer incentives, the Company does not expect the effect of adoption to have a material impact on the Company’s 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 analyzing the complete impact this ASU will have on its consolidated financial statements and related disclosures, it does expect the adoption of this standard will have a material impact on its consolidated financial statements.

 

Allowance for Doubtful Accounts
Allowance for Doubtful Accounts

3. Allowance for Doubtful Accounts

The change to the allowance for doubtful accounts was as follows:

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

    

 

2017

 

 

2016

    

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

12,255

 

$

12,363

 

$

8,528

 

Bad debt expense

 

 

337

 

 

6,507

 

 

4,771

 

Amount of receivables written off

 

 

(3,300)

 

 

(6,315)

 

 

(634)

 

Foreign currency translation

 

 

683

 

 

(300)

 

 

(302)

 

Balance at end of year

 

$

9,975

 

$

12,255

 

$

12,363

 

 

On September 14, 2016 Golfsmith International Holdings LP, one of the Company’s largest customers in the years ended December 31, 2016 and 2015, announced that its U.S.‑based business, Golfsmith International Holdings, Inc., (Golfsmith) commenced a Chapter 11 case under Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware, and its Canada‑based business, Golf Town Canada Inc., (Golf Town) commenced creditor protection proceedings under the Companies’ Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). The Company’s outstanding receivable related to Golfsmith and Golf Town was reserved for in full by the time of the bankruptcy filing and as of December 31, 2016 the portion related to Golfsmith had been written off.

Inventories
Inventories

4. Inventories

The components of inventories were as follows:

 

 

 

 

 

 

 

 

(in thousands)

    

December 31, 

    

December 31, 

 

 

 

2017

 

2016

 

 

 

 

 

 

 

 

 

Raw materials and supplies

 

$

72,342

 

$

55,424

 

Work-in-process

 

 

23,956

 

 

21,558

 

Finished goods

 

 

267,664

 

 

246,307

 

Inventories

 

$

363,962

 

$

323,289

 

 

Property, Plant and Equipment, Net
Property, Plant and Equipment, Net

5. Property, Plant and Equipment, Net

The components of property, plant and equipment, net were as follows:

 

 

 

 

 

 

 

 

 

 

December 31,

 

December 31,

 

(in thousands)

    

2017

 

2016

 

 

 

 

 

 

 

 

 

Land

 

$

14,618

 

$

14,500

 

Buildings and improvements

 

 

138,570

 

 

133,844

 

Machinery and equipment

 

 

148,999

 

 

143,784

 

Furniture, computers and equipment

 

 

32,783

 

 

29,326

 

Computer software

 

 

60,736

 

 

58,462

 

Construction in progress

 

 

13,586

 

 

11,196

 

Property, plant and equipment, gross

 

 

409,292

 

 

391,112

 

Accumulated depreciation and amortization

 

 

(180,370)

 

 

(151,364)

 

Property, plant and equipment, net

 

$

228,922

 

$

239,748

 

 

During the years ended December 31, 2017,  2016 and 2015, software development costs of $3.1 million, $8.2 million and $43.0 million were capitalized, consisting of software placed into service of $2.4 million, $7.4 million and $40.6 million and amounts recorded in construction in progress of $0.7 million, $0.8 million and $2.4 million, respectively. Amortization expense on capitalized software development costs was $6.4 million, $5.8 million and $5.5 million for the years ended December 31, 2017,  2016 and 2015, respectively.

Total depreciation and amortization expense related to property, plant and equipment was $31.6 million, $31.5 million and $32.5 million for the years ended December 31, 2017,  2016 and 2015, respectively. 

Goodwill and Identifiable Intangible Assets, Net
Goodwill and Identifiable Intangible Assets, Net

6. Goodwill and Identifiable Intangible Assets, Net

Goodwill allocated to the Company's reportable segments and changes in the carrying amount of goodwill were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Titleist

 

Titleist

 

FootJoy

 

Titleist

 

 

 

 

 

 

(in thousands)

    

Golf Balls

    

Golf Clubs

    

Golf Wear

    

Golf Gear

    

Other

    

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2015

 

$

106,561

 

 

51,753

 

 

2,303

 

 

12,549

 

 

8,013

 

 

181,179

 

Foreign currency translation

 

 

(1,139)

 

 

(554)

 

 

(25)

 

 

(134)

 

 

(86)

 

 

(1,938)

 

Balances at December 31, 2016

 

 

105,422

 

 

51,199

 

 

2,278

 

 

12,415

 

 

7,927

 

 

179,241

 

Foreign currency translation

 

 

3,941

 

 

1,914

 

 

85

 

 

464

 

 

296

 

 

6,700

 

Balances at December 31, 2017

 

$

109,363

 

$

53,113

 

$

2,363

 

$

12,879

 

$

8,223

 

$

185,941

 

 

The net carrying value by class of identifiable intangible assets was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

December 31, 2017

 

December 31, 2016

 

Average

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

Useful

 

 

 

 

Accumulated

 

Net Book

 

 

 

 

Accumulated

 

Net Book

(in thousands)

Life (Years)

 

Gross

 

Amortization

 

Value

 

Gross

 

Amortization

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indefinite-lived:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

N/A

 

$

428,100

 

$

-  

 

$

428,100

 

$

428,100

 

$

-  

 

$

428,100

Amortizing:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Completed Technology

 

13

 

 

73,900

 

 

(35,486)

 

 

38,414

 

 

73,900

 

 

(29,956)

 

 

43,944

Customer Relationships

 

20

 

 

19,666

 

 

(6,309)

 

 

13,357

 

 

18,999

 

 

(5,146)

 

 

13,853

Licensing Fees and Other

 

7

 

 

32,539

 

 

(31,176)

 

 

1,363

 

 

32,423

 

 

(28,332)

 

 

4,091

Total intangible assets

 

 

 

$

554,205

 

$

(72,971)

 

$

481,234

 

$

553,422

 

$

(63,434)

 

$

489,988

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

During the years ended December 31, 2017, 2016 and 2015, no impairment charges were recorded to goodwill or indefinite-lived intangible assets.

Amortization expense on identifiable intangible assets was $9.3 million, $9.3 million and $9.3 million for the years ended December 31, 2017,  2016 and 2015, respectively, of which $2.7 million associated with certain licensing fees was included in cost of goods sold in each year.

Amortization expense related to intangible assets as of December 31, 2017 for each of the next five fiscal years and beyond is expected to be as follows:

 

 

 

 

 

(in thousands)

    

 

 

 

 

 

 

 

 

Year ending December 31,

 

 

 

 

2018

 

$

7,878

 

2019

 

 

6,269

 

2020

 

 

5,926

 

2021

 

 

5,926

 

2022

 

 

5,926

 

Thereafter

 

 

21,209

 

Total

 

$

53,134

 

 

Product Warranty
Product Warranty

 

7. Product Warranty

The activity related to the Company’s warranty obligation for accrued warranty expense was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

    

Year ended

 

 

 

December 31, 

 

(in thousands)

    

2017

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

3,526

 

$

3,345

 

$

2,989

 

Provision

 

 

5,801

 

 

6,200

 

 

5,399

 

Claims paid/costs incurred

 

 

(5,653)

 

 

(5,940)

 

 

(4,929)

 

Foreign currency translation

 

 

149

 

 

(79)

 

 

(114)

 

Balance at end of period

 

$

3,823

 

$

3,526

 

$

3,345

 

 

 

 

 

 

 

 

 

 

 

 

 

Related Party Transactions
Related Party Transactions

8. Related Party Transactions

Other current assets includes receivables from related parties of $0.5 million and $0.9 million as of December 31, 2017 and 2016, respectively. Prior to its initial public offering, the Company incurred interest expense payable to related parties on its outstanding convertible notes (Note 9) and bonds with common stock warrants (Note 10). The related party interest expense totaled $28.1 million and $35.4 million for the years ended December 31, 2016 and 2015, respectively. 

Debt and Financing Arrangements
Debt and Financing Arrangements

9. Debt and Financing Arrangements

The Company’s debt and capital lease obligations were as follows:

 

 

 

 

 

 

 

 

 

    

December 31, 

    

December 31, 

 

(in thousands)

 

2017

 

2016

 

 

 

 

 

 

 

 

 

Term loan

 

$

351,563

 

$

370,313

 

Delayed draw term loan A facility

 

 

95,000

 

 

 -

 

Revolving credit facility

 

 

10,066

 

 

42,495

 

Other short-term borrowings

 

 

10,298

 

 

 -

 

Capital lease obligations

 

 

22

 

 

491

 

Debt issuance costs

 

 

(2,896)

 

 

(3,706)

 

Total

 

 

464,053

 

 

409,593

 

Less: short-term debt and current portion of long-term debt

 

 

47,083

 

 

61,245

 

Total long-term debt and capital lease obligations

 

$

416,970

 

$

348,348

 

 

The debt issuance costs of $2.9 million and $3.7 million as of December 31, 2017 and 2016, respectively relate to the term loan and delayed draw term loan A facility.

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, initially 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. On August 9, 2017, the senior secured credit facilities agreement was amended to increase the letter of credit sublimit to $25.0 million, to increase the sublimit for Acushnet Canada Inc. to C$35.0 million and to increase the sublimit for Acushnet Europe Limited to £30.0 million. 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) the 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 senior secured credit facilities are secured by certain assets, including inventory, accounts receivable, fixed assets and intangible assets of the Company.

Interest on borrowings under the credit agreement is payable (1) on the last day of any interest period with respect to Eurodollar borrowings with an applicable interest period of three months or less, (2) every three months with respect to Eurodollar borrowings with an interest period of greater than three months or (3) on the last business day of each March, June, September and December with respect to base rate borrowings and swing line borrowings. In addition, beginning with the date of the initial funding under the credit agreement, the Company is required to pay a commitment fee on any unutilized commitments under the revolving credit facility and the new delayed draw term loan A facility. The initial commitment fee rate is 0.30% per annum and ranges from 0.20% to 0.35% based upon a leverage‑based pricing grid. The Company is also required to pay customary letter of credit fees.

The credit agreement requires the Company to prepay outstanding term loans, subject to certain exceptions, with:

·

100% of the net cash proceeds of all non‑ordinary course asset sales or other dispositions of property by the Company and its restricted subsidiaries (including insurance and condemnation proceeds, subject to de minimis thresholds), (1) if the Company does not reinvest those net cash proceeds in assets to be used in its business or to make certain other permitted investments, within 12 months of the receipt of such net cash proceeds or (2) if the Company commits to reinvest such net cash proceeds within 12 months of the receipt thereof, but does not reinvest such net cash proceeds within 18 months of the receipt thereof; and

·

100% of the net proceeds of any issuance or incurrence of debt by the Company or any of its restricted subsidiaries, other than debt permitted under the credit agreement.

The foregoing mandatory prepayments are used to reduce the installments of principal in such order: first, to prepay outstanding loans under the term loan A facility, the delayed draw term loan A facility and any incremental term loans on a pro rata basis in direct order of maturity and second, to prepay outstanding loans under the revolving credit facility.

The Company may voluntarily repay outstanding loans under the credit agreement at any time without premium or penalty, other than customary “breakage” costs with respect to Eurodollar loans. Any optional prepayment of term loans will be applied as directed by the Company.

The Company is required to make principal payments on the loans under the term loan facilities in quarterly installments in aggregate annual amounts equal to (i) 5.00% of the original principal amount for the first and second year after July 28, 2016, (ii) 7.50% of the original principal amount for the third and fourth year after July 28, 2016 and (iii) 10.0% of the original principal amount for the fifth year after July 28, 2016. The remaining outstanding amount is payable on July 28, 2021, the maturity date for the term loan facilities. Principal amounts outstanding under the revolving credit facility will be due and payable in full on July 28, 2021, the maturity date for the revolving credit facility.

The Company’s 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 17).

The interest rate applicable to the term loan and delayed draw term loan A facility as of December 31, 2017 was 3.32% and the interest rate applicable to the term loan as of December 31, 2016 was 2.27 %.

There were outstanding borrowings under the revolving credit facility of $10.1 million and $42.5 million as of December 31, 2017 and 2016, respectively. The weighted average interest rate applicable to the outstanding borrowings was 4.44% and 2.48 % as of December 31, 2017 and 2016, respectively.

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 September 22, 2017, Magnus entered into a loan agreement (the “New Magnus Loan Agreement”) with certain Korean financial institutions (the “New Magnus Lenders”) which provides for (i) three year term loans in an aggregate amount of Korean Won 399.2 billion (equivalent to approximately $373.7 million, using an exchange rate of $1.00 = Korean Won 1,068.27 as of December 31, 2017) (the “New Magnus Term Loans”) and (ii) a revolving credit loan of Korean Won 10.0 billion (equivalent to approximately $9.4 million, using an exchange rate of $1.00 = Korean Won 1,068.27 as of December 31, 2017) (the “New Magnus Revolving Loan” and, together with the New Magnus Term Loans, the “New Magnus Loans”). The New Magnus Loans are secured by a pledge on all of our common stock owned by Magnus, which consists of 39,345,151 shares (the “Magnus Shares”), or 52.6% of our outstanding common stock.  Under the New Magnus Loan Agreement, Magnus is required to maintain a specified Loan-to-Value ratio (“LTV Ratio”).  If the LTV Ratio exceeds 75%, Magnus will be in breach of the New Magnus Loan agreement. If Magnus does not cure the breach in 60 days, the lenders will have a right to accelerate the maturity of the New Magnus Loan.  If Magnus fails to pay the amount due on the New Magnus Loan at maturity or upon acceleration, the lenders can foreclose on the pledged shares of the Company’s common stock, which may result in the sale of up to 52.6% of the Company’s common stock. 

The credit agreement contains a number of covenants that, among other things, restrict the ability of the U.S. Borrower and its restricted subsidiaries to (subject to certain exceptions), incur, assume, or permit to exist additional indebtedness or guarantees; incur liens; make investments and loans; pay dividends, make payments, or redeem or repurchase capital stock or make prepayments, repurchases or redemptions of certain indebtedness; engage in mergers, liquidations, dissolutions, asset sales, and other dispositions (including sale leaseback transactions); amend or otherwise alter terms of certain indebtedness or certain other agreements; enter into agreements limiting subsidiary distributions or containing negative pledge clauses; engage in certain transactions with affiliates; alter the nature of the business that we conduct or change our fiscal year or accounting practices. Certain exceptions to these covenants are determined based on ratios that are calculated in part using the calculation of Adjusted EBITDA. The credit agreement covenants also restrict the ability of Acushnet Holdings Corp. to engage in certain mergers or consolidations or engage in any activities other than permitted activities. The Company’s credit agreement contains certain 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 December 31, 2017, the Company was in compliance with all covenants under the credit agreement.

As of December 31, 2017, the Company had available borrowings under its revolving credit facility of $254.8 million after giving effect to $10.2 million of outstanding letters of credit.

Convertible Notes

Prior to the initial public offering, the Company had outstanding convertible notes with an aggregate principal amount of $362.5 million.  All outstanding convertible notes were converted into common stock in conjunction with the Company’s initial public offering (Note 2). Upon conversion, all accrued but unpaid interest on the principal of the convertible notes was paid to each holder of the convertible notes. The Company recorded interest expense related to the convertible notes of $22.6 million and $27.2 million during the year ended December 31, 2016 and 2015, respectively. 

Secured Floating Rate Notes

On July 28, 2016, outstanding borrowings under the secured floating rate notes of $375.0 million were repaid in full using the proceeds from the senior secured credit facility and the secured floating rate notes were terminated.

Senior Revolving and Term Loan Facilities

As of June 30, 2016, the Company had repaid all amounts outstanding under the senior revolving and term loan facilities and the facilities were terminated.

Other Short-Term Borrowings

 

The Company has certain unsecured facilities available through its subsidiary locations. As of December 31, 2017, the Company had available borrowings under its unsecured facilities of $53.8 million after giving effect to $10.3 million of outstanding borrowings. The weighted average interest rate applicable to the outstanding borrowings was 0.73%.  

Letters of Credit

As of December 31, 2017 and 2016, there were outstanding letters of credit totaling $14.3 million and $11.6 million, respectively, of which $11.2 million and $8.6 million was secured, respectively, related to agreements which provided a maximum commitment for letters of credit of $29.2 million and $24.0 million, respectively.

Payments of Debt Obligations due by Period

As of December 31, 2017, principal payments due on outstanding long-term debt obligations, excluding capital leases, were as follows:

 

 

 

 

 

(in thousands)

    

 

 

 

 

 

 

 

 

Year ending December 31,

 

 

 

 

2018

 

$

26,719

 

2019

 

 

35,625

 

2020

 

 

38,594

 

2021

 

 

345,625

 

2022

 

 

-  

 

Thereafter

 

 

-  

 

Total

 

$

446,563

 

 

Derivative Financial Instruments
Derivative Financial Instruments

10. Derivative Financial Instruments

Bonds with Common Stock Warrants

Prior to the exercise of the final annual call option by Fila Korea in July 2016, the Company had outstanding bonds with common stock warrants for the purchase of the Company’s common stock at an exercise price of $11.11 per share. The Company classified the warrants to purchase common stock as a liability on its consolidated balance sheet as the warrants were free‑standing financial instruments that could result in the issuance of a variable number of the Company’s common shares. The warrants were initially recorded at fair value on grant date, and were subsequently re‑measured to fair value at each reporting date (Note 11). Changes in the fair value of the common stock warrants were recognized as other (income) expense, net on the consolidated statement of operations (Note 14).

In July 2016 and 2015, Fila Korea exercised its annual call option to purchase common stock warrants held by the holders of the bonds and exercised such warrants at the exercise price of $11.11 per share, or $34.5 million in the aggregate in each year. The Company used the proceeds received from Fila Korea’s exercise of the common stock warrants to redeem the outstanding bonds payable.

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 are foreign exchange forward contracts. The Company does not enter into foreign exchange forward contracts for trading or speculative purposes.

Foreign exchange forward 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 forward 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 exchange forward 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 outstanding of all foreign exchange forward contracts designated under hedge accounting as of December 31, 2017 and 2016 was $278.9 million and $371.2 million, respectively.

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 hedges on the consolidated balance sheets were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet

 

December 31, 

 

December 31, 

 

(in thousands)

    

Location

    

2017

    

2016

 

 

 

 

 

 

 

 

 

 

 

Asset derivatives

 

Other current assets

 

$

4,675

 

$

11,357

 

 

 

Other noncurrent assets

 

 

562

 

 

5,286

 

Liability derivatives

 

Other current liabilities

 

 

6,360

 

 

1,106

 

 

 

Other noncurrent liabilities

 

 

276

 

 

32

 

 

The effect of foreign exchange hedges on accumulated other comprehensive income (loss) and the consolidated statements of operations was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain (Loss) Recognized in

 

 

 

Other Comprehensive Income (Loss)

 

 

 

Year ended

 

 

 

December 31, 

 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

Type of hedge

 

 

 

 

 

 

 

 

 

 

Cash flow

 

$

(15,558)

 

$

7,014

 

$

14,964

 

 

 

$

(15,558)

 

$

7,014

 

$

14,964

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain (Loss) Recognized in

 

 

Statement of Operations

 

 

Year ended

 

 

December 31, 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

Location of gain (loss) in statement of operations

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

$

1,329

 

$

5,194

 

$

26,805

Selling, general and administrative expense

 

 

(2,732)

 

 

(917)

 

 

3,733

 

 

$

(1,403)

 

$

4,277

 

$

30,538

 

Gains and losses on derivatives designated as cash flow hedges are reclassified from other comprehensive income (loss) to cost of goods sold at the time that the forecasted transaction impacts the income statement. Based on the current valuation, the Company expects to reclassify a net loss of $2.1 million from accumulated other comprehensive income (loss) into cost of goods sold during the next 12 months.

Fair Value Measurements
Fair Value Measurements

11. Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of

 

 

 

 

December 31, 2017 using:

 

 

(in thousands)

    

Level 1

    

Level 2

    

Level 3

    

Balance Sheet Location

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Rabbi trust

 

$

10,637

 

$

-  

 

$

-  

 

Other current assets

Foreign exchange derivative instruments

 

 

-  

 

 

4,675

 

 

-  

 

Other current assets

Deferred compensation program assets

 

 

1,866

 

 

-  

 

 

-  

 

Other noncurrent assets

Foreign exchange derivative instruments

 

 

-  

 

 

562

 

 

-  

 

Other noncurrent assets

Total assets

 

$

12,503

 

$

5,237

 

$

-  

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange derivative instruments

 

$

-  

 

$

6,360

 

$

-  

 

Other current liabilities

Deferred compensation program liabilities

 

 

1,866

 

 

-  

 

 

-  

 

Other noncurrent liabilities

Foreign exchange derivative instruments

 

 

-  

 

 

276

 

 

-  

 

Other noncurrent liabilities

Total liabilities

 

$

1,866

 

$

6,636

 

$

-  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 years ended December 31, 2017 and 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 exchange forward contracts primarily used to hedge currency fluctuations for transactions denominated in a foreign currency (Note 10). 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.

Prior to the exercise of the final tranche of common stock warrants in 2016, the Company categorized the related derivative liability as Level 3 as there were significant unobservable inputs used in the underlying valuations. The common stock warrants were valued using the contingent claims methodology. The change in the Level 3 fair value measurements was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 

 

(in thousands)

    

2016

 

 

 

 

 

 

Balance at beginning of year

 

$

22,884

 

Common stock warrant exercise

 

 

(28,996)

 

Total losses included in earnings

 

 

6,112

 

Balance at end of year

 

$

-  

 

 

Pension and Other Postretirement Benefits
Pension and Other Postretirement Benefits

12. Pension and Other Postretirement Benefits

The Company has various pension and post-employment plans which provide for payment of retirement benefits, mainly commencing between the ages of 50 and 65, and for payment of certain disability benefits. After meeting certain qualifications, an employee acquires a vested right to future benefits. The benefits payable under the plans are generally determined on the basis of an employee's length of service and/or earnings. Employer contributions to the plans are made, as necessary, to ensure legal funding requirements are satisfied. The Company may make contributions in excess of the legal funding requirements.

On November 13, 2015, the Company amended the US pension plan and supplemental executive retirement plan (“SERP”) by closing the plans to newly-hired full-time employees who had not yet satisfied the one year service requirement as of January 1, 2016, freezing the accrual of additional benefits on participants who have not attained age 50 with at least 10 years of vesting service, or whose age plus vesting service is less than 70, and shifting benefits for participants who have continued to accrue benefits from the pension plan to the SERP once a cap of $150,000 has been reached. The plans were re-measured in accordance with ASC 715 resulting in a curtailment gain of $2.4 million during the year ended December 31, 2015.

The Company provides postretirement healthcare benefits to certain retirees. Many employees and retirees outside of the United States are covered by government sponsored healthcare programs.

The following tables present the change in benefit obligation, change in plan assets, and funded status for the Company's defined benefit and postretirement benefit plans for the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension

 

Pension

 

 

 

 

 

 

Benefits

 

Benefits

 

Postretirement

 

(in thousands)

    

(Underfunded)

    

(Overfunded)

    

Benefits

 

 

 

 

 

 

 

 

 

 

 

 

Change in projected benefit obligation ("PBO")

 

 

 

 

 

 

 

 

 

 

Benefit obligation at December 31, 2016

 

$

284,104

 

$

39,735

 

$

20,264

 

Service cost

 

 

9,217

 

 

 -

 

 

955

 

Interest cost

 

 

10,783

 

 

1,049

 

 

713

 

Actuarial (gain) loss

 

 

34,557

 

 

(2,000)

 

 

(5,075)

 

Settlements

 

 

(20,663)

 

 

(5,172)

 

 

 -

 

Participants’ contributions

 

 

-  

 

 

 -

 

 

355

 

Benefit payments

 

 

(2,719)

 

 

(635)

 

 

(1,160)

 

Foreign currency translation

 

 

1,435

 

 

2,659

 

 

 -

 

Adjustment for movement from underfunded to overfunded

 

 

168

 

 

(168)

 

 

 -

 

Projected benefit obligation at December 31, 2017

 

 

316,882

 

 

35,468

 

 

16,052

 

Accumulated benefit obligation at December 31, 2017

 

 

277,067

 

 

34,190

 

 

16,052

 

Change in plan assets

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at December 31, 2016

 

 

161,088

 

 

45,342

 

 

 -

 

Return on plan assets

 

 

23,757

 

 

6,254

 

 

 -

 

Employer contributions

 

 

21,280

 

 

1,697

 

 

805

 

Participants’ contributions

 

 

-  

 

 

 -

 

 

355

 

Settlements

 

 

(20,663)

 

 

(5,172)

 

 

 -

 

Benefit payments

 

 

(2,719)

 

 

(635)

 

 

(1,160)

 

Adjustment for movement from underfunded to overfunded

 

 

194

 

 

(194)

 

 

 -

 

Foreign currency translation

 

 

156

 

 

3,475

 

 

 -

 

Fair value of plan assets at December 31, 2017

 

 

183,093

 

 

50,767

 

 

 -

 

Funded status (fair value of plan assets less PBO)

 

$

(133,789)

 

$

15,299

 

$

(16,052)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension

 

Pension

 

 

 

 

 

 

Benefits

 

Benefits

 

Postretirement

 

(in thousands)

    

(Underfunded)

    

(Overfunded)

    

Benefits

 

 

 

 

 

 

 

 

 

 

 

 

Change in projected benefit obligation

 

 

 

 

 

 

 

 

 

 

Benefit obligation at December 31, 2015

 

$

271,462

 

$

38,287

 

$

20,079

 

Service cost

 

 

9,787

 

 

(24)

 

 

888

 

Interest cost

 

 

11,077

 

 

1,279

 

 

779

 

Actuarial (gain) loss

 

 

14,095

 

 

7,711

 

 

(572)

 

Settlements

 

 

(6,714)

 

 

-  

 

 

-  

 

Plan amendments

 

 

-  

 

 

-  

 

 

283

 

Participants’ contributions

 

 

-  

 

 

-  

 

 

921

 

Benefit payments

 

 

(15,515)

 

 

(796)

 

 

(2,114)

 

Foreign currency translation

 

 

122

 

 

(6,932)

 

 

 -

 

Adjustment for movement from underfunded to overfunded

 

 

(210)

 

 

210

 

 

 -

 

Projected benefit obligation at December 31, 2016

 

 

284,104

 

 

39,735

 

 

20,264

 

Accumulated benefit obligation at December 31, 2016

 

 

247,009

 

 

37,289

 

 

20,264

 

Change in plan assets

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at December 31, 2015

 

 

157,729

 

 

43,768

 

 

-  

 

Return on plan assets

 

 

7,203

 

 

8,280

 

 

-  

 

Employer contributions

 

 

18,335

 

 

2,012

 

 

1,193

 

Participants’ contributions

 

 

-  

 

 

-  

 

 

921

 

Settlements

 

 

(6,714)

 

 

-  

 

 

-  

 

Benefit payments

 

 

(15,515)

 

 

(796)

 

 

(2,114)

 

Foreign currency translation

 

 

50

 

 

(7,922)

 

 

-  

 

Fair value of plan assets at December 31, 2016

 

 

161,088

 

 

45,342

 

 

-  

 

Funded status (fair value of plan assets less PBO)

 

$

(123,016)

 

$

5,607

 

$

(20,264)

 

 

The amount of pension and postretirement assets and liabilities recognized on the consolidated balance sheets were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits

 

Postretirement Benefits

 

(in thousands)

    

2017

    

2016

    

2017

    

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other noncurrent assets

 

$

15,299

 

$

5,607

 

$

-  

 

$

-  

 

Accrued compensation and benefits

 

 

(18,933)

 

 

(7,149)

 

 

(748)

 

 

(784)

 

Accrued pension and postretirement benefits

 

 

(114,856)

 

 

(115,867)

 

 

(15,304)

 

 

(19,480)

 

Net amount recognized

 

$

(118,490)

 

$

(117,409)

 

$

(16,052)

 

$

(20,264)

 

 

The amounts in accumulated other comprehensive income (loss) on the consolidated balance sheets that have not yet been recognized as components of net periodic benefit cost were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits

 

Postretirement Benefits

 

 

 

Year ended December 31, 

 

Year ended December 31, 

 

(in thousands)

    

2017

    

2016

    

2015

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net actuarial (gain) loss at beginning of year

 

$

33,736

 

$

18,374

 

$

19,878

 

$

(8,055)

 

$

(8,840)

 

$

(7,270)

 

Current year actuarial (gain) loss

 

 

14,554

 

 

18,425

 

 

17,835

 

 

(5,075)

 

 

(573)

 

 

(2,228)

 

Amortization of actuarial (gain) loss

 

 

(804)

 

 

(485)

 

 

(1,152)

 

 

601

 

 

912

 

 

490

 

Curtailment impact

 

 

-  

 

 

-  

 

 

(19,146)

 

 

-  

 

 

-  

 

 

-  

 

Settlement impact

 

 

(2,740)

 

 

(1,124)

 

 

-  

 

 

-  

 

 

-  

 

 

-  

 

Prior service cost

 

 

-  

 

 

-  

 

 

1,331

 

 

-  

 

 

283

 

 

-  

 

Amortization of prior service cost (credit)

 

 

(175)

 

 

(175)

 

 

(22)

 

 

137

 

 

163

 

 

168

 

Foreign currency translation

 

 

321

 

 

(1,279)

 

 

(350)

 

 

-  

 

 

-  

 

 

-  

 

Net actuarial (gain) loss at end of year

 

$

44,892

 

$

33,736

 

$

18,374

 

$

(12,392)

 

$

(8,055)

 

$

(8,840)

 

 

The expected prior service cost (credit) that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in the next fiscal year is a cost of $0.2 million for the pension plans and a credit of $0.1 million for the postretirement plans. The expected actuarial (gain) loss that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in the next fiscal year is a loss of $2.1 million for the pension plans and a gain of $1.4 million for the postretirement plans.

Components of net periodic benefit cost were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits

 

Postretirement Benefits

 

 

 

Year ended December 31, 

 

(in thousands)

    

2017

    

2016

    

2015

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

9,217

 

$

9,763

 

$

15,683

 

$

955

 

$

888

 

$

1,060

 

Interest cost

 

 

11,832

 

 

12,356

 

 

12,338

 

 

713

 

 

779

 

 

787

 

Expected return on plan assets

 

 

(12,006)

 

 

(12,189)

 

 

(11,372)

 

 

-  

 

 

-  

 

 

-  

 

Curtailment income

 

 

-  

 

 

-  

 

 

(2,421)

 

 

-  

 

 

-  

 

 

-  

 

Settlement expense

 

 

2,740

 

 

1,148

 

 

-  

 

 

-  

 

 

-  

 

 

-  

 

Amortization of net (gain) loss

 

 

804

 

 

471

 

 

1,152

 

 

(601)

 

 

(912)

 

 

(490)

 

Amortization of prior service cost (credit)

 

 

175

 

 

175

 

 

22

 

 

(137)

 

 

(163)

 

 

(168)

 

Net periodic benefit cost

 

$

12,762

 

$

11,724

 

$

15,402

 

$

930

 

$

592

 

$

1,189

 

 

The weighted average assumptions used to determine benefit obligations at December 31, 2017 and 2016 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits

 

Postretirement Benefits

 

 

    

2017

    

2016

 

2017

    

2016

    

 

 

 

 

 

 

 

 

 

 

Discount rate

 

3.62%

 

4.17%

 

3.61%

 

4.08%

 

Rate of compensation increase

 

4.01%

 

4.02%

 

N/A

 

N/A

 

 

The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, 2017, 2016 and 2015 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits

 

Postretirement Benefits

 

 

    

2017

    

2016

    

2015

 

2017

 

2016

    

2015

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate

 

4.17%

 

4.16%

 

3.92%

 

4.08%

 

4.30%

 

3.90%

 

Expected long-term rate of return on plan assets

 

5.77%

 

6.23%

 

6.15%

 

N/A

 

N/A

 

N/A

 

Rate of compensation increase

 

4.02%

 

4.07%

 

4.05%

 

N/A

 

N/A

 

N/A

 

 

The assumed healthcare cost trend rates used to determine benefit obligations and net periodic benefit cost as of and for the years ended December 31 2017, 2016 and 2015 were as follows:

 

 

 

 

 

 

 

 

 

 

Postretirement Benefits

 

 

 

Medical and Prescription Drug

 

 

 

2017

 

2016

    

2015

 

 

 

 

 

 

 

 

 

Healthcare cost trend rate assumed for next year

 

5.5%/8.5%

 

5.50%/9.00%

 

5.75/10.00%

 

Rate that the cost trend rate is assumed to decline
(the ultimate trend rate)

 

4.50%

 

4.50%

 

4.50%

 

Year that the rate reaches the ultimate trend rate

 

2024

 

2024

 

2024

 

 

Assumed healthcare cost trend rates have a significant effect on the amounts reported for the healthcare plans. A one-percentage-point change in assumed healthcare cost trend rates would have the following effects:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

    

One-Percentage

 

One-Percentage

 

One-Percentage

 

One-Percentage

 

(in thousands)

 

Point Increase

    

Point Decrease

    

Point Increase

    

Point Decrease

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect on total of service and interest cost

 

$

73

 

$

(65)

 

$

104

 

$

(91)

 

Effect on postretirement benefit obligation

 

 

665

 

 

(598)

 

 

894

 

 

(796)

 

Plan Assets

 

Pension assets by major category of plan assets and the type of fair value measurement as of December 31, 2017 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits – Plan Assets

 

 

 

 

 

 

Quoted Prices in

 

Significant

 

Significant

 

 

 

 

 

 

Active Markets for

 

Observable

 

Unobservable

 

 

 

 

 

 

Identical Assets

 

Inputs

 

Inputs

 

(in thousands)

    

Total

    

(Level 1)

    

(Level 2)

    

(Level 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset category

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual securities

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed income

 

$

1,794

 

$

-  

 

$

1,794

 

$

-  

 

Commingled funds

 

 

 

 

 

 

 

 

 

 

 

 

 

Measured at net asset value

 

 

232,066

 

 

-  

 

 

-  

 

 

-  

 

 

 

$

233,860

 

$

-  

 

$

1,794

 

$

-  

 

 

Pension assets by major category of plan assets and the type of fair value measurement as of December 31, 2016 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits – Plan Assets

 

 

 

 

 

 

Quoted Prices in

 

Significant

 

Significant

 

 

 

 

 

 

Active Markets for

 

Observable

 

Unobservable

 

 

 

 

 

 

Identical Assets

 

Inputs

 

Inputs

 

(in thousands)

    

Total

    

(Level 1)

    

(Level 2)

    

(Level 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset category

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual securities

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed income

 

$

1,628

 

$

-  

 

$

1,628

 

$

-  

 

Commingled funds

 

 

 

 

 

 

 

 

 

 

 

 

 

Measured at net asset value

 

 

204,801

 

 

-  

 

 

-  

 

 

-  

 

 

 

$

206,429

 

$

-  

 

$

1,628

 

$

-  

 

 

Pension assets include fixed income securities and commingled funds. Fixed income securities are valued at daily closing prices or institutional mid-evaluation prices provided by independent industry-recognized pricing sources. Commingled funds are not traded in active markets with quoted prices and as a result, are valued using the net asset values provided by the administrator of the fund. The investments underlying the net asset values are based on quoted prices traded in active markets. In accordance with ASU 2015-07, “Fair Value Measurement: Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent)”, the Company has elected the practical expedient to exclude assets measured at net asset value from the fair value hierarchy.

 

The Company's investment strategy is to optimize investment returns through a diversified portfolio of investments, taking into consideration underlying plan liabilities and asset volatility. Asset allocations are based on the underlying liability structure and local regulations. All retirement asset allocations are reviewed periodically to ensure the allocation meets the needs of the liability structure.

Master trusts were established to hold the assets of the Company's U.S. defined benefit plans. During the years ended December 31, 2017 and 2016, the U.S. defined benefit plan asset allocation of these trusts targeted a return-seeking investment allocation of 64% to 76% and a liability-hedging investment allocation of 24% to 36%. Return-seeking investments include equities, real estate, high yield bonds and other instruments. Liability-hedging investments include assets such as corporate and government fixed income securities.

The Company's future expected blended long-term rate of return on plan assets of 5.77% is determined based on long-term historical performance of plan assets, current asset allocation, and projected long-term rates of return.

Estimated Contributions

The Company expects to make pension contributions of approximately $40.9 million during 2018 based on current assumptions as of December 31, 2017.  

Estimated Future Retirement Benefit Payments

The following retirement benefit payments, which reflect expected future service, are expected to be paid as follows:

 

 

 

 

 

 

 

 

 

 

Pension

 

Postretirement

 

(in thousands)

    

Benefits

    

Benefits

 

 

 

 

 

 

 

 

 

Year ending December 31,

 

 

 

 

 

 

 

2018

 

$

36,506

 

$

748

 

2019

 

 

20,544

 

 

828

 

2020

 

 

22,103

 

 

943

 

2021

 

 

23,751

 

 

1,078

 

2022

 

 

24,511

 

 

1,214

 

Thereafter

 

 

138,204

 

 

7,096

 

 

 

$

265,619

 

$

11,907

 

 

The estimated future retirement benefit payments noted above are estimates and could change significantly based on differences between actuarial assumptions and actual events and decisions related to lump sum distribution options that are available to participants in certain plans.

International Plans

Pension coverage for employees of the Company's international subsidiaries is provided, to the extent deemed appropriate, through separate defined benefit plans. The international pension plans are included in the tables above. As of December 31, 2017 and 2016, the defined benefit plans had total projected benefit obligations of $53.6 million and $54.4 million, respectively, and fair values of plan assets of $53.6 million and $47.6 million, respectively. The majority of the plan assets are invested in equity securities. The pension expense related to these plans was $0.9 million, $1.0 million and $0.9 million for the years ended December 31, 2017,  2016 and 2015, respectively. The expected actuarial loss that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in the next fiscal year is less than $0.1 million.

Defined Contribution Plans

The Company sponsors a number of defined contribution plans. Contributions are determined under various formulas. Cash contributions related to these plans amounted to $13.8 million, $13.0 million and $9.4 million for the years ended December 31, 2017,  2016 and 2015, respectively. 

Income Taxes
Income Taxes

13. Income Taxes

On December 22, 2017, the U.S. enacted tax reform legislation, commonly referred to as the U.S. Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”).  The 2017 Tax Act reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign sourced earnings.  On December 22, 2017, the Securities and Exchange Commission issued guidance under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) directing taxpayers to consider the impact of the U.S. legislation as “provisional” when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law.

 

At December 31, 2017, the Company has not finalized the accounting for the Federal and State tax effects of enactment of the Act; however, as described below, the Company has made a reasonable estimate of the effects on its existing deferred tax balances and the one-time transition tax. The Company recognized a provisional amount of $14.0 million as a reasonable estimate of the impact of the provisions of the 2017 Tax Act, which is included as a component of income tax expense from continuing operations. In all cases, the Company will continue to make and refine its calculations as additional analysis is completed. In addition, the estimates may also be affected as the Company gains a more thorough understanding of the new tax law as incremental guidance becomes available.

 

Provisional amounts

 

Deferred tax assets and liabilities: The Company remeasured its U.S. deferred tax assets and liabilities based upon the rates at which they are expected to reverse in the future, which is generally 21%. However, the Company is still analyzing certain aspects of the 2017 Tax Act and refining its calculations, which could potentially affect the measurement of these balances or potentially give rise to changes in deferred tax amounts.  As the Company continues to analyze the 2017 Tax Act and refine its calculations it could give rise to changes in the assessment of the realizability of certain deferred tax assets, including foreign tax credit carryforwards. The provisional tax expense amount recorded related to the remeasurement of the Company’s deferred tax balances was $10.2 million. 

 

Foreign tax effects: The one-time transition tax is based on the Company’s total unremitted post-1986 earnings and profits (E&P). The Company recorded a provisional increase to income tax expense of $8.6 million for the one-time transition tax liability for its foreign subsidiaries.  This increase included tax on foreign income of $23.8 million, partially offset by a related benefit of foreign tax credits of $15.2 million.  As the Company has sufficient existing tax attributes available to fully offset the transition tax liability there will be no cash tax impact to the Company. The Company has not yet completed its calculation of the total post-1986 E&P for its foreign subsidiaries or the tax pools of the foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when the Company finalizes the calculation of post-1986 foreign E&P and finalizes the amounts held in cash or other specified assets. 

The Company has determined that its undistributed earnings for most of its foreign subsidiaries are not permanently reinvested.  The change in the tax law impacted the Company’s deferred taxes provided on unremitted earnings.  The Company had previously recorded a $4.8 million deferred tax liability on those unremitted foreign earnings, which were taxed in the current year as part of the transition tax.  The Company does not believe that any additional outside basis differences exist as of December 31, 2017, however, determining the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the transition tax (i.e., basis difference in excess of that subject to the one-time transition tax) is not currently estimable.  The Company has provided for withholding taxes on all unremitted earnings, as required.

 The components of income before income taxes were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

Domestic operations

 

$

61,158

 

$

(3,995)

 

$

(48,544)

 

Foreign operations

 

 

90,518

 

 

93,217

 

 

80,694

 

Income before income taxes

 

$

151,676

 

$

89,222

 

$

32,150

 

 

Amounts reflected for 2016 and 2015 have been reclassified for consistency of presentation with 2017 amounts.

The following table represents a reconciliation of income taxes at the 35% federal statutory income tax rate to income tax expense as reported:

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

(in thousands)

 

2017

 

2016

    

2015

    

 

 

 

 

 

 

 

 

 

 

 

Income tax expense computed at federal statutory income tax rate

 

$

53,086

 

$

31,229

 

$

11,252

 

Foreign taxes, net of credits

 

 

(15,545)

 

 

(1,804)

 

 

418

 

Transition tax (net of federal tax credits generated)

 

 

8,593

 

 

-  

 

 

-  

 

US rate change related to the 2017 Tax Act

 

 

10,198

 

 

-  

 

 

-  

 

Net adjustments for uncertain tax positions

 

 

508

 

 

706

 

 

4,731

 

State and local taxes

 

 

2,031

 

 

(525)

 

 

(1,108)

 

Equity appreciation rights

 

 

(765)

 

 

372

 

 

693

 

Transaction costs

 

 

189

 

 

3,078

 

 

414

 

Indemnified taxes

 

 

(115)

 

 

1,594

 

 

(1,106)

 

Fair value adjustment for common stock warrants

 

 

 —

 

 

3,029

 

 

10,853

 

Valuation allowance

 

 

(219)

 

 

955

 

 

7,872

 

Deferred charge

 

 

(1,295)

 

 

1,009

 

 

807

 

Tax credits

 

 

(3,240)

 

 

(704)

 

 

(7,003)

 

Miscellaneous other, net

 

 

1,630

 

 

768

 

 

171

 

Income tax expense as reported

 

$

55,056

 

$

39,707

 

$

27,994

 

Effective income tax rate

 

 

36.3

%

 

44.5

%

 

87.1

%

 

The Company's unrecognized tax benefits represent tax positions for which reserves have been established. The following table represents a reconciliation of the activity related to the unrecognized tax benefits, excluding accrued interest and penalties:

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

Unrecognized tax benefits at beginning of year

 

$

11,347

 

$

13,120

 

$

8,845

 

Gross additions - prior year tax positions

 

 

-  

 

 

1,960

 

 

3,045

 

Gross additions - current year tax positions

 

 

1,159

 

 

747

 

 

1,605

 

Gross reductions - prior year tax positions

 

 

(348)

 

 

(4,457)

 

 

(333)

 

Gross reductions - Acquired tax positions settled with tax authorities

 

 

(1,241)

 

 

-  

 

 

-  

 

Impact of change in foreign exchange rates

 

 

132

 

 

(23)

 

 

(42)

 

Unrecognized tax benefits at end of year

 

$

11,049

 

$

11,347

 

$

13,120

 

 

As of December 31, 2017,  2016 and 2015, the unrecognized tax benefits of $11.0 million, $11.3 million and $13.1 million, respectively, would affect the Company's future effective tax rate if recognized. The Company does not anticipate a material change in unrecognized tax benefits within the next 12 months.

As of December 31, 2017,  2016 and 2015, the Company had unrecognized tax benefits included in the amounts above of $4.9 million, $5.9 million and $4.2 million, respectively, related to periods prior to the Company's acquisition of Acushnet Company and as such, are indemnified by Beam.

As of December 31, 2017,  2016 and 2015, the Company recognized a liability of $2.7 million, $2.3 million and $1.9 million, respectively for interest and penalties, of which $2.7 million, $1.8 million and $1.6 million is indemnified by Beam.

Prior to the Company's acquisition of Acushnet Company, Acushnet Company or its subsidiaries filed certain combined tax returns with Beam. Those and other subsidiaries' income tax returns are periodically examined by various tax authorities. Beam is responsible for managing United States tax audits related to periods prior to July 29, 2011. Acushnet Company is obligated to support these audits and is responsible for managing all non-U.S. audits.

The Company and certain subsidiaries have tax years that remain open and are subject to examination by tax authorities in the following major taxing jurisdictions: United States for years after July 29, 2011, Canada for years after 2012, Japan for years after 2011, Korea for years after 2016, and the United Kingdom for years after 2015. The Company files income tax returns on a combined, unitary, or stand-alone basis in multiple state and local jurisdictions, which generally have statute of limitations from three to four years. Various states and local income tax returns are currently in the process of examination. These examinations are unlikely to result in any significant changes to the amounts of unrecognized tax benefits on the consolidated balance sheet as of December 31, 2017.  

The Company's income tax expense includes tax expense of $0.2 million, $2.2 million and $3.0 million for the years ended December 31, 2017, 2016 and 2015, respectively, related to the tax obligations indemnified by Beam. There is an offsetting amount included in other (income) expense, net for the related adjustment to the Beam indemnification asset, resulting in no effect on net income.

Income tax expense was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

Current expense (benefit)

 

 

 

 

 

 

 

 

 

 

United States

 

$

(906)

 

$

3,702

 

$

5,455

 

Foreign

 

 

28,109

 

 

28,156

 

 

20,351

 

Current income tax expense (benefit)

 

 

27,203

 

 

31,858

 

 

25,806

 

Deferred expense (benefit)

 

 

 

 

 

 

 

 

 

 

United States

 

 

27,770

 

 

9,489

 

 

(152)

 

Foreign

 

 

83

 

 

(1,640)

 

 

2,340

 

Deferred income tax expense (benefit)

 

 

27,853

 

 

7,849

 

 

2,188

 

Total income tax expense

 

$

55,056

 

$

39,707

 

$

27,994

 

 

The components of net deferred tax assets (liabilities) were as follows:

 

 

 

 

 

 

 

 

 

 

December 31, 

 

(in thousands)

    

2017

    

2016

 

 

 

 

 

 

 

 

 

Deferred tax assets

 

 

 

 

 

 

 

Compensation and benefits

 

$

14,060

 

$

22,053

 

Share-based compensation

 

 

5,085

 

 

5,474

 

Equity appreciation rights

 

 

-  

 

 

57,146

 

Pension and other postretirement benefits

 

 

30,564

 

 

45,926

 

Inventories

 

 

10,843

 

 

9,120

 

Accounts receivable

 

 

2,016

 

 

2,942

 

Customer sales incentives

 

 

2,255

 

 

3,254

 

Transaction costs

 

 

1,804

 

 

3,157

 

Other reserves

 

 

3,255

 

 

5,764

 

Interest

 

 

562

 

 

2,260

 

Miscellaneous

 

 

1,224

 

 

1,076

 

Foreign exchange derivative instruments

 

 

730

 

 

-  

 

Net operating loss and other tax carryforwards

 

 

103,455

 

 

55,936

 

Gross deferred tax assets

 

 

175,853

 

 

214,108

 

Valuation allowance

 

 

(25,887)

 

 

(21,726)

 

Total deferred tax assets

 

 

149,966

 

 

192,382

 

Deferred tax liabilities

 

 

 

 

 

 

 

Property, plant and equipment

 

 

(11,325)

 

 

(17,496)

 

Identifiable intangible assets

 

 

(36,687)

 

 

(46,701)

 

Foreign exchange derivative instruments

 

 

-  

 

 

(4,076)

 

Miscellaneous

 

 

(954)

 

 

(1,145)

 

Total deferred tax liabilities

 

 

(48,966)

 

 

(69,418)

 

Net deferred tax asset

 

$

101,000

 

$

122,964

 

 

Under U.S. tax law and regulations, certain changes in the ownership of the Company’s shares can limit the annual utilization of tax attributes (tax loss and tax credit carryforwards) that were generated prior to such ownership changes. The annual limitation could affect the realizability of the Company’s deferred tax assets recorded in the financial statement for its tax credit carryforwards because the carryforward periods have a finite duration. The 2016 Initial Public Offering, and associated share transfers, resulted in significant changes in the composition of the ownership of the Company’s shares. Based on its analysis of the change of ownership tax rules in conjunction with the estimated amount and source of its future earnings and related tax profile, the Company believes its existing tax attributes will be utilized prior to their expiration.

As of December 31, 2017 and 2016, the Company had state net operating loss (“NOL”) carryforwards of $192.0 million and $117.2 million, respectively. These NOL carryforwards expire between 2018 and 2035. As of December 31, 2017 the Company had US Federal net operating loss (“NOL”) carryforwards of $26.4 million which will expire in 2037. As of December 31, 2017 and 2016, the Company had foreign tax credit carryforwards of $72.8 million and $46.0 million, respectively. These foreign tax credits will begin to expire in 2022.

Changes in the valuation allowance for deferred tax assets were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

Valuation allowance at beginning of year

 

$

21,726

 

$

20,771

 

$

13,850

Increases (decreases) recorded to income tax provision

 

 

4,161

 

 

955

 

 

6,921

Valuation allowance at end of year

 

$

25,887

 

$

21,726

 

$

20,771

 

 

 

 

 

 

 

 

 

 

The changes in the valuation allowance were related to the increase in the U.S. state deferred tax assets and deferred tax assets in the Company’s Hong Kong subsidiary that the Company has determined are not more-likely-than-not realizable. In assessing the realizability of these assets, the Company considered numerous factors including historical profitability, the character and estimated future taxable income, prudent and feasible tax planning strategies, and the industry in which it operates. The utilization of the Company's net U.S. state and Hong Kong deferred tax assets is dependent on future taxable earnings, which cannot be projected with certainty at this time.

Interest Expense and Other (Income) Expense, Net
Interest Expense and Other (Income) Expense, Net

14. Interest Expense and Other (Income) Expense, Net

The components of interest expense, net were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

(in thousands)

    

2017

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense - related party

 

$

 —

 

$

28,146

 

$

35,420

 

Interest expense - third party

 

 

16,907

 

 

23,113

 

 

26,567

 

Interest income - third party

 

 

(1,198)

 

 

(1,351)

 

 

(1,693)

 

Total interest expense, net

 

$

15,709

 

$

49,908

 

$

60,294

 

 

The components of other (income) expense, net were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

Loss on fair value of common stock warrants

 

$

 —

 

$

6,112

 

$

28,364

 

Indemnification (gains) losses

 

 

177

 

 

(2,174)

 

 

(3,007)

 

Other gains

 

 

(1,254)

 

 

(2,232)

 

 

(218)

 

Total other (income) expense, net

 

$

(1,077)

 

$

1,706

 

$

25,139

 

 

Redeemable Convertible Preferred Stock
Redeemable Convertible Preferred Stock

15. Redeemable Convertible Preferred Stock

Prior to the initial public offering, the Company had outstanding 1,838,027 shares of $0.001 par value Series A preferred stock. Given that certain redemption features of the Series A preferred stock were not solely within the control of the Company, the Series A preferred stock was classified outside of stockholders' equity. All outstanding Series A preferred stock were converted into common stock in conjunction with the Company’s initial public offering (Note 2). Upon conversion, all accrued but unpaid dividends on the shares of the Series A preferred stock were paid to each holder of the shares of the Series A preferred stock. The Company declared and paid dividends to the holders of the Series A preferred stock of $17.3 million and $13.7 million during the years ended December 31, 2016 and 2015, respectively. Shares of Series A preferred stock that are redeemed or converted were canceled and retired and cannot be reissued by the Company.

Common Stock
Common Stock

16. Common Stock

As of December 31, 2017 and 2016, the Company's certificate of incorporation, as amended and restated, authorized the Company to issue 500,000,000 shares of $0.001 par value common stock. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company's shareholders. Common shareholders are entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding.

The Company declared dividends per share during the periods presented as follows:

 

 

 

 

 

 

 

 

    

Dividends per Share

    

Amounts
(in thousands)

2017:

 

 

 

 

 

 

Fourth Quarter

 

$

0.12

 

$

9,098

Third Quarter

 

 

0.12

 

 

9,146

Second Quarter

 

 

0.12

 

 

9,149

First Quarter

 

 

0.12

 

 

9,152

Total dividends declared

 

$

0.48

 

$

36,545

 

During the first quarter of 2018, the board of directors declared a dividend of $0.13 per share to shareholders on record as of March 19, 2018 and payable on March 29, 2018.       

Equity Incentive Plans
Equity Incentive Plans

17. Equity Incentive Plans

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, RSUs, performance stock units (“PSUs”) and other share-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. Each share issued with respect to RSUs and PSUs granted under the 2015 Plan reduces the number of shares available for grant. RSUs and PSUs forfeited and shares withheld to satisfy tax withholding obligations increase the number of shares available for grant. All RSUs and PSUs granted under the 2015 Plan have dividend equivalent rights (“DERs”), which entitle holders of RSUs and PSUs to the same dividend value per share as holders of common stock. DERs are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs and PSUs. DERs are paid when the underlying shares vest. As of December 31, 2017, there were 7,804,279 remaining shares of common stock reserved for issuance under the 2015 Plan of which 4,557,513 remain available for future grants.

 

A summary of the Company’s RSUs and PSUs as of December 31, 2017 and 2016 and changes during the years then ended is presented below: 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Number

 

Average

 

 

of

 

Fair

 

    

RSUs and PSUs

    

Value

 

 

 

 

 

 

 

Outstanding at December 31, 2015

 

 

 —

 

$

 —

Granted

 

 

2,459,166

 

 

20.40

Outstanding at December 31, 2016

 

 

2,459,166

 

$

20.40

Granted

 

 

238,196

 

 

18.82

Vested

 

 

(437,188)

 

 

20.33

Forfeited

 

 

(199,320)

 

 

20.45

Outstanding at December 31,  2017

 

 

2,060,854

 

$

20.23

 

During 2017, RSUs settled resulting in the issuance of 437,188 shares of common stock, of which 51,467 shares of common stock were delivered to the Company as payment by employees in lieu of cash to satisfy tax withholding obligations. As of December 31, 2017 no PSUs have vested. The aggregate fair value of RSUs vesting during the year ended December 31, 2017 was $7.7 million.

The Company’s board of directors in accordance with the 2015 Plan have granted RSUs and PSUs to certain key members of management. RSUs vest in accordance with the terms of the grant subject to the employee’s continued employment with the Company.  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 Company’s board of directors in accordance with the 2015 Plan have approved grants of RSUs to members of the board of directors. The remaining grants vest on the earlier of June 12, 2018 or the next annual stockholders’ meeting, subject to continued service on the board of directors through the vesting date.  

In September of 2017, the Company announced its Chief Operating Officer (“COO”) would succeed the current President and Chief Executive Officer effective January 1, 2018, and in conjunction with this succession, the current COO received an equity grant.  The equity grant has a grant date fair value of $3.0 million, which will vest one third on each of the first three anniversaries of the grant date. The expense associated with this equity grant is being recorded over the vesting period commencing on the date the grant was announced. Until the equity grant is awarded and the terms of the equity grant are known, the related liability has been recorded to other non-current liabilities.

The compensation expense recorded for the year ended December 31, 2017 related to the PSUs was based on the Company’s best estimate of the three-year cumulative Adjusted EBITDA forecast as of December 31, 2017. The Company reassesses 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 $9.3 million and $6.0 million, respectively, during the year ended December 31, 2017. The Company recorded compensation expense for the RSUs and PSUs of $8.4 million and $6.1 million, respectively, during the year ended December 31, 2016.

The remaining unrecognized compensation expense related to non‑vested RSUs and non‑vested PSUs granted was $11.8 million and $6.1 million, respectively, as of December 31, 2017 and is expected to be recognized over the related weighted average period of 1.4 years.

Equity Appreciation Rights

Effective January 1, 2012, the Company's board of directors adopted the equity appreciation rights plan (“EAR Plan”) in order to compensate certain key employees. During the first quarter of 2017, the Company’s outstanding equity appreciation rights (“EAR”) liability was settled in full by a cash payment to the 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.

Prior to settlement, the EAR awards were re-measured using the intrinsic value method at each reporting period based on a projection of the Company's future common stock equivalent value. The common stock equivalent value was based on an estimate of the Company's EBITDA multiplied by a defined multiple, and divided by the expected number of common shares outstanding. The intrinsic value was the calculated common stock equivalent value per share compared to the per share exercise price. Effective October 17, 2014, the Company amended the EAR Plan such that (i) payments for vested awards resulting from a qualified termination of the award recipient are generally determined based on the Company's EBITDA for the fiscal year prior to such termination and (ii) payments for vested awards resulting from an expiration of the award are determined based on the greater of the Company's EBITDA for the year ended December 31, 2015, the Company's EBITDA for the year ending December 31, 2016, or the value of the Company's publicly-traded common stock for the three trading days following the initial public offering.

The following table summarizes the Company's EAR activity since December 31, 2015:  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

Weighted-

 

 

 

 

Number

 

Average

 

Average

 

Aggregate

 

 

of

 

Exercise

 

Remaining

 

Intrinsic

(in thousands, except share and per share amounts)

    

Awards

    

Price

    

Contractual Term

    

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2015

 

 

9,180,000

 

$

11.40

 

 

1 year

 

$

171,712

Settled

 

 

(1,566,000)

 

 

11.12

 

 

 

 

 

 —

Outstanding at December 31, 2016

 

 

7,614,000

 

 

19.90

 

 

 

 

 

151,511

Settled

 

 

(7,614,000)

 

 

(19.90)

 

 

 

 

 

 —

Outstanding at December 31,  2017

 

 

 —

 

 

 —

 

 

 

 

 

 —

 

For the years ended December 31, 2016 and 2015, the Company recorded compensation expense of $6.0 million and $45.8 million, respectively, related to outstanding EARs.

Compensation Expense

The allocation of compensation expense related to equity incentive plans in the consolidated statement of operations was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

$

408

 

$

434

 

$

670

Selling, general and administrative expense

 

 

13,687

 

 

18,622

 

 

48,377

Research and development

 

 

1,190

 

 

1,485

 

 

2,556

Total compensation expense before income tax

 

 

15,285

 

 

20,541

 

 

51,603

Income tax benefit

 

 

3,158

 

 

6,481

 

 

17,821

Total compensation expense, net of tax

 

$

12,127

 

$

14,060

 

$

33,782

 

Accumulated Other Comprehensive Income (Loss), Net of Tax
Accumulated Other Comprehensive Income (Loss), Net of Tax

18. 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 (Note 10), unrealized gains and losses from available‑for‑sale securities and pension and other postretirement adjustments (Note 12).

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, 2015

 

$

(70,019)

 

$

9,166

 

$

1,504

 

$

(7,885)

 

$

(67,234)

 

Other comprehensive income (loss) before reclassifications

 

 

(14,656)

 

 

7,014

 

 

51

 

 

(16,781)

 

 

(24,372)

 

Amounts reclassified from accumulated other comprehensive loss

 

 

-  

 

 

(5,194)

 

 

-  

 

 

709

 

 

(4,485)

 

Tax benefit (expense)

 

 

-  

 

 

(451)

 

 

(19)

 

 

5,727

 

 

5,257

 

Balances at December 31, 2016

 

$

(84,675)

 

$

10,535

 

$

1,536

 

$

(18,230)

 

$

(90,834)

 

Other comprehensive income (loss) before reclassifications

 

 

26,964

 

 

(15,558)

 

 

150

 

 

(9,870)

 

 

1,686

 

Amounts reclassified from accumulated other comprehensive loss

 

 

-  

 

 

(1,329)

 

 

-  

 

 

2,981

 

 

1,652

 

Tax benefit

 

 

-  

 

 

4,072

 

 

35

 

 

1,698

 

 

5,805

 

Balances at December 31, 2017

 

$

(57,711)

 

$

(2,280)

 

$

1,721

 

$

(23,421)

 

$

(81,691)

 

 

Net Income per Common Share
Net Income per Common Share

 

19. Net Income per Common Share

The following is a computation of basic and diluted net income per common share attributable to Acushnet Holdings Corp.:

 

 

 

 

 

 

 

 

 

 

 

 

Year ended

 

 

December 31, 

(in thousands, except share and per share amounts)

 

2017

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Acushnet Holdings Corp.

 

$

92,114

 

$

45,012

 

$

(966)

Less: dividends earned by preferred shareholders

 

 

-  

 

 

(11,576)

 

 

(13,785)

Less: allocation of undistributed earnings to preferred shareholders

 

 

-  

 

 

(10,247)

 

 

-  

Net income (loss) attributable to common stockholders - basic

 

 

92,114

 

 

23,189

 

 

(14,751)

Adjustments to net income (loss) for dilutive securities

 

 

-  

 

 

16,475

 

 

 -

Net income (loss) attributable to common stockholders - diluted

 

$

92,114

 

$

39,664

 

$

(14,751)

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares:

 

 

 

 

 

 

 

 

 

Basic

 

 

74,399,836

 

 

31,247,643

 

 

19,939,293

Diluted

 

 

74,590,999

 

 

64,323,742

 

 

19,939,293

Net income (loss) per common share attributable to Acushnet Holdings Corp.:

 

 

 

 

 

 

 

 

 

Basic

 

$

1.24

 

$

0.74

 

$

(0.74)

Diluted

 

$

1.23

 

$

0.62

 

$

(0.74)

 

For the year ended December 31, 2017, net income per common share attributable to Acushnet Holdings Corp. was calculated under the treasury stock method. Net income per common share attributable to Acushnet Holdings Corp. for the years ended December 31, 2016 and 2015 was calculated under the two-class method.

The Company’s potential dilutive securities for the year ended December 31, 2017 include RSUs and PSUs. PSUs vest based upon achievement of performance targets and are excluded from the diluted shares outstanding unless the performance targets have been met as of the end of the applicable reporting period regardless of whether such performance targets are probable of achievement. For the year ended December 31, 2016 the Company’s potential dilutive securities include RSUs, PSUs, Series A preferred stock, warrants to purchase common stock and convertible notes. For the year ended December 31, 2015 the Company’s potential dilutive securities include Series A preferred stock, stock options, warrants to purchase common stock and convertible notes.

The following securities have been excluded from the calculation of diluted weighted‑average common shares outstanding as their impact was determined to be anti‑dilutive:

 

 

 

 

 

 

 

 

 

 

 

 

Year ended

 

 

December 31, 

 

    

2017

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

Series A preferred stock

 

 

-  

 

 

13,807,486

 

 

16,542,243

Stock options

 

 

-  

 

 

-  

 

 

1,089

Warrants to purchase common stock

 

 

-  

 

 

1,807,171

 

 

4,891,887

Convertible notes

 

 

-  

 

 

-  

 

 

32,624,820

RSUs

 

 

360,659

 

 

-  

 

 

-  

 

Segment Information
Segment Information

20. 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; 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 years ended December 31, 2017, 2016 and 2015 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)

    

Year ended December 31, 

 

 

2017

 

2016

 

2015

Net sales

 

 

 

 

 

 

 

 

 

Titleist golf balls

 

$

512,041

 

$

513,899

 

$

535,465

Titleist golf clubs

 

 

397,987

 

 

430,966

 

 

388,304

Titleist golf gear

 

 

142,911

 

 

136,208

 

 

129,408

FootJoy golf wear

 

 

437,455

 

 

433,061

 

 

418,852

Other

 

 

69,864

 

 

58,141

 

 

30,929

Total net sales

 

$

1,560,258

 

$

1,572,275

 

$

1,502,958

 

 

 

 

 

 

 

 

 

 

Segment operating income

 

 

 

 

 

 

 

 

 

Titleist golf balls

 

$

76,870

 

$

76,236

 

$

92,507

Titleist golf clubs

 

 

31,031

 

 

50,500

 

 

33,593

Titleist golf gear

 

 

16,584

 

 

12,119

 

 

12,170

FootJoy golf wear

 

 

26,380

 

 

18,979

 

 

26,056

Other

 

 

14,863

 

 

7,299

 

 

4,056

Total segment operating income

 

 

165,728

 

 

165,133

 

 

168,382

Reconciling items:

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(15,709)

 

 

(49,908)

 

 

(60,294)

EAR expense

 

 

 -

 

 

(6,047)

 

 

(45,814)

Loss on fair value of common stock warrants

 

 

 -

 

 

(6,112)

 

 

(28,364)

Transaction fees

 

 

(686)

 

 

(16,817)

 

 

(2,141)

Other

 

 

2,343

 

 

2,973

 

 

381

Total income before income tax

 

$

151,676

 

$

89,222

 

$

32,150

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

Titleist golf balls

 

$

25,545

 

$

26,104

 

$

26,962

Titleist golf clubs

 

 

7,233

 

 

7,021

 

 

7,060

Titleist golf gear

 

 

1,425

 

 

1,250

 

 

1,368

FootJoy golf wear

 

 

6,058

 

 

5,759

 

 

5,540

Other

 

 

610

 

 

700

 

 

772

Total depreciation and amortization

 

$

40,871

 

$

40,834

 

$

41,702

 

 

Information as to the Company’s operations in different geographical areas is presented below. Net sales are categorized based on the location in which the sale originates.

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

(in thousands)

    

2017

    

2016

    

2015

Net sales

 

 

 

 

 

 

 

 

 

United States

 

$

789,879

 

$

804,516

 

$

805,470

EMEA (1)

 

 

205,200

 

 

210,088

 

 

201,106

Japan

 

 

201,264

 

 

219,021

 

 

182,163

Korea

 

 

200,394

 

 

175,956

 

 

144,956

Rest of world

 

 

163,521

 

 

162,694

 

 

169,263

Total net sales

 

$

1,560,258

 

$

1,572,275

 

$

1,502,958


(1)

Europe, the Middle East and Africa (“EMEA”)

 

Long-lived assets (property, plant and equipment) are categorized based on their location of domicile.

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

(in thousands)

    

2017

    

2016

Long-lived assets

 

 

 

 

 

 

United States

 

$

148,678

 

$

157,884

EMEA

 

 

9,669

 

 

8,619

Japan

 

 

770

 

 

628

Korea

 

 

3,782

 

 

1,811

Rest of world (2)

 

 

66,023

 

 

70,806

Total long-lived assets

 

$

228,922

 

$

239,748


(2)

Includes manufacturing facilities in Thailand with long lived assets of $53.8 million and $57.8 million as of December 31, 2017 and 2016, respectively.

 

Commitments and Contingencies
Commitments and Contingencies

21. 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 December 31, 2017.

Purchase obligations by the Company as of December 31, 2017 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments Due by Period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

    

2018

    

2019

    

2020

    

2021

    

2022

    

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase obligations

 

$

141,278

 

$

10,188

 

$

3,737

 

$

405

 

$

 2

 

$

 —

 

 

Lease Commitments

The Company leases certain warehouses, distribution and office facilities, vehicles and office equipment under operating leases.

The Company has an operating lease for certain vehicles that provides for a residual value guarantee. The lease has a noncancelable lease term of one year and may be renewed annually over the subsequent five years. The Company has the option to terminate the lease at the annual renewal date. Termination of the lease results in the sale of the vehicles and the determination of the residual value. The residual value is calculated by comparing the net proceeds of the vehicles sold to the depreciated value at the end of the renewal period. The Company is not responsible for any deficiency resulting from the net proceeds being less than 20% of the original cost in the first year and 20% of the depreciated value for all subsequent years. The Company believes that this guarantee will not have a significant impact on the consolidated financial statements.

Future minimum rental payments under noncancelable operating leases as of December 31, 2017 were as follows:

 

 

 

 

 

(in thousands)

    

 

 

 

 

 

 

 

 

Year ending December 31,

 

 

 

 

2018

 

$

12,119

 

2019

 

 

10,286

 

2020

 

 

8,447

 

2021

 

 

6,247

 

2022

 

 

4,228

 

Thereafter

 

 

14,418

 

Total minimum rental payments

 

$

55,745

 

 

The Company leases certain warehouses, distribution and office facilities, vehicles and office equipment under operating leases. Most lease arrangements provide the Company with the option to renew leases at defined terms. The future operating lease obligations would change if the Company were to exercise these options or if it were to enter into additional operating leases.

Total rental expense for all operating leases amounted to $16.3 million, $16.5 million and $15.8 million for the years ended December 31, 2017,  2016 and 2015, respectively.

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 December 31, 2017, the Company’s estimate of its receivable for these indemnifications is $8.7 million, which is recorded in other noncurrent assets on the consolidated balance sheet.

Litigation

Beam

A dispute recently concluded 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 believed that these VAT trade receivables were assets of the Company; Beam claimed that these are tax credits or refunds from the period prior to the acquisition of Acushnet Company which were 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 believed were 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 of the judgment as other (income) expense, net on the consolidated statement of operations for the year ended December 31, 2016. Acushnet filed a Notice of Appeal on July 20, 2016. On February 2, 2018, the Appeals Court issued its decision affirming the lower Court's decision.  The Company did not appeal the Appeals Court ruling.

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.

Unaudited Quarterly Financial Data
Unaudited Quarterly Financial Data

22. Unaudited Quarterly Financial Data

 

The tables below summarize quarterly results for fiscal 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter ended (unaudited)

(in thousands)

    

December 31, 

    

September 30, 

    

June 30, 

    

March 31, 

2017

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

351,392

 

$

347,263

 

$

427,988

 

$

433,615

Gross profit

 

 

178,500

 

 

172,968

 

 

222,909

 

 

226,415

Income from operations

 

 

26,370

 

 

18,265

 

 

57,385

 

 

64,288

Net income

 

 

12,318

 

 

10,634

 

 

34,038

 

 

39,630

Net income attributable to Acushnet Holdings Corp.

 

 

11,666

 

 

9,318

 

 

33,016

 

 

38,114

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share attributable to Acushnet Holdings Corp.:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

$ 0.16

 

 

$ 0.13

 

 

$ 0.44

 

 

$ 0.51

Diluted

 

 

$ 0.16

 

 

$ 0.12

 

 

$ 0.44

 

 

$ 0.51

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter ended (unaudited)

(in thousands)

    

December 31, 

    

September 30, 

    

June 30, 

    

March 31, 

2016

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

329,761

 

$

339,318

 

$

463,261

 

$

439,935

Gross profit

 

 

167,994

 

 

166,902

 

 

237,960

 

 

225,869

Income from operations

 

 

7,608

 

 

9,606

 

 

66,437

 

 

57,185

Net income (loss)

 

 

1,247

 

 

(4,402)

 

 

27,478

 

 

25,192

Net income (loss) attributable to Acushnet Holdings Corp.

 

 

(179)

 

 

(5,526)

 

 

27,055

 

 

23,662

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share attributable to Acushnet Holdings Corp.:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

$ (0.02)

 

 

$ (0.38)

 

 

$ 0.62

 

 

$ 0.53

Diluted

 

 

$ (0.02)

 

 

$ (0.38)

 

 

$ 0.39

 

 

$ 0.35

 

Summary of Significant Accounting Policies (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 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 prior period amounts have been reclassified to conform to current year presentation.

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 redeemable convertible preferred stock (“Series A preferred stock”) were automatically converted into 11,556,495 shares of the Company’s common stock and the Company’s 7.5% convertible notes due 2021 (“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 in 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 (Note 9) and Series A preferred stock (Note 15). 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 convertible notes, 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 consolidated 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 redeemable convertible preferred stock conversion ratios.

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. 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 December 31, 2017 and 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. As of December 31, 2017 and 2016, book overdrafts in the amount of $2.9 million and $3.6 million, respectively, were recorded in accounts payable. The Company classifies as restricted certain cash that is not available for use in its operations. As of December 31, 2017 and 2016, the amount of restricted cash included in cash and restricted cash on the consolidated balance sheet was $2.3 million and $3.1 million, respectively.

Accounts Receivable

 Accounts receivable are presented net of an allowance for doubtful accounts. The allowance for doubtful accounts is assessed each reporting period by the Company for estimated losses resulting from the inability or unwillingness of its customers to make required payments. The allowance is based on various factors, including credit risk assessments, length of time the receivables are past due, historical experience, customer specific information available to the Company and existing economic conditions.

Allowance for Sales Returns

 A sales returns allowance is recorded for anticipated returns through a reduction of sales and cost of goods sold in the period that the related sales are recorded. Sales returns are estimated based upon historical rates of product returns, current economic trends and changes in customer demands as well as specific identification of outstanding returns. In accordance with this policy, the allowance for sales returns was $13.5 million and $9.8 million as of December 31, 2017 and 2016, respectively. 

Concentration of Credit Risk and of Significant Customers

 Financial instruments that potentially expose the Company to concentration of credit risk are cash and accounts receivable. Substantially all of the Company's cash deposits are maintained at large, creditworthy financial institutions. The Company's deposits, at times, may exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As part of its ongoing procedures, the Company monitors its concentration of deposits with various financial institutions in order to avoid any undue exposure. As of December 31, 2017 and 2016, the Company had $44.7 million and $75.6 million, respectively, in banks located outside the United States. The risk with respect to the Company's accounts receivable is managed by the Company through its policy of monitoring the creditworthiness of its customers to which it grants credit terms in the normal course of business.

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 Company's allowance for obsolete or slow moving inventory contains estimates regarding uncertainties. Such estimates are updated each reporting period and require the Company to make assumptions and to apply judgment regarding a number of factors, including market conditions, selling environment, historical results and current inventory trends.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets. Gains or losses resulting from disposals are included in income from operations. Betterments and renewals, which improve and extend the life of an asset, are capitalized. Maintenance and repair costs are expensed as incurred.

Estimated useful lives of property, plant and equipment asset categories were as follows:

 

 

 

 

 

 

Buildings and improvements

    

15

40 years

 

Machinery and equipment

 

3

10 years

 

Furniture, fixtures and computer hardware

 

3

10 years

 

Computer software

 

1

10 years

 

 

Leasehold and tenant improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets.

Certain costs incurred in connection with the development of the Company's internal-use software are capitalized. Software development costs are primarily related to the Company's enterprise resource planning system. Costs incurred in the preliminary stages of development are expensed as incurred. Internal and external costs incurred in the application development phase, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing performed to ensure the product is ready for its intended use. Costs such as maintenance and training are expensed as incurred. The capitalized internal-use software costs are included in property, plant and equipment and once the software is placed into service are amortized over the estimated useful life which ranges from three to ten years.

Long-Lived Assets

 A long-lived asset (including amortizable identifiable intangible assets) or asset group is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group to the carrying amount of the long-lived asset or asset group. The cash flows are based on the best estimate of future cash flows derived from the most recent business projections. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment loss is recognized based on the excess of the asset's or asset group's carrying value over its fair value. Fair value is determined based on discounted expected future cash flows on a market participant basis. Any impairment charge would be recognized within operating expenses as a selling, general and administrative expense.

The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in business plans, or changes in anticipated cash flows.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized but instead are measured for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying amount of the asset may be impaired.

Goodwill is assigned to reporting units for purposes of impairment testing. A reporting unit may be the same as an operating segment or one level below an operating segment. For purposes of assessing potential impairment, the Company may assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If the Company determines based on the qualitative factors that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, no further testing is necessary. If, however, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs the first step of a two-step quantitative goodwill impairment test. In the first step, the Company compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is considered not impaired and the Company is not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit's goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference. The fair value of the reporting units is determined using the income approach. The income approach uses a discounted cash flow analysis which involves applying appropriate discount rates to estimated future cash flows based on forecasts of sales, costs and capital requirements.

The Company performs its annual impairment tests in the fourth quarter of each fiscal year. As of December 31, 2017, no impairment of goodwill was identified and the fair value of each reporting unit exceeded its carrying value.

Purchased intangible assets other than goodwill are amortized over their useful lives unless those lives are determined to be indefinite. The Company's trademarks have been assigned an indefinite life as the Company currently anticipates that these trademarks will contribute to its cash flows indefinitely. Trademarks are reviewed for impairment annually and may be reviewed more frequently if indicators of impairment are present. Impairment losses are recorded to the extent that the carrying value of the indefinite-lived intangible asset exceeds its fair value. The Company measures the fair value of its trademarks using the relief-from-royalty method, which estimates the present value of royalty income that could be hypothetically earned by licensing the brand name to a third party over the remaining useful life. As of December 31, 2017, no impairment of trademarks was identified. 

Deferred Financing Costs

The Company defers costs directly associated with acquiring third-party financing. These deferred costs are amortized as interest expense over the term of the related indebtedness. Deferred financing costs associated with the revolving credit facilities are included in other current and noncurrent assets and deferred financing costs associated with all other indebtedness are netted against debt on the consolidated balance sheet.

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 maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

·

Level 1—Quoted prices in active markets for identical assets or liabilities.

·

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

·

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company’s foreign exchange derivative assets and liabilities are carried at fair value determined according to the fair value hierarchy described above (Note 11). The carrying value of accounts receivable, accounts payable and accrued expenses approximates fair value due to the short-term nature of these assets and liabilities. The Company adopted the fair value measurement disclosures for nonfinancial assets and liabilities, such as goodwill and indefinite-lived intangible assets.

In some instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and uses a midpoint approach on bid and ask prices from financial institutions to determine the reasonableness of these estimates. Assets and liabilities subject to this fair value valuation approach are typically classified as Level 2.

Pension and Other Postretirement Benefit Plans

The Company provides U.S. and foreign defined benefit and defined contribution plans to eligible employees and postretirement benefits to certain retirees, including pensions, postretirement healthcare benefits and other postretirement benefits.

Plan assets and obligations are measured using various actuarial assumptions, such as discount rates, rate of compensation increase, mortality rates, turnover rates and health care cost trend rates, as determined at each year end measurement date. The measurement of net periodic benefit cost is based on various actuarial assumptions, including discount rates, expected return on plan assets and rate of compensation increase, which are determined as of the prior year measurement date. The determination of the discount rate is generally based on an index created from a hypothetical bond portfolio consisting of high-quality fixed income securities with durations that match the timing of expected benefit payments. The expected return on plan assets is determined based on several factors, including adjusted historical returns, historical risk premiums for various asset classes and target asset allocations within the portfolio. Adjustments made to the historical returns are based on recent return experience in the equity and fixed income markets and the belief that deviations from historical returns are likely over the relevant investment horizon. Actual cost is also dependent on various other factors related to the employees covered by these plans. The effects of actuarial deviations from assumptions are generally accumulated and, if over a specified corridor, amortized over the remaining service period of the employees. The cost or benefit of plan changes, such as increasing or decreasing benefits for prior employee service (prior service cost), is deferred and included in expense on a straight-line basis over the average remaining service period of the related employees. The Company's actuarial assumptions are reviewed on an annual basis and modified when appropriate.

To calculate the U.S. pension and postretirement benefit plan expense in 2017, the Company applied the individual spot rates along the yield curve that correspond with the timing of each future cash outflow for the benefit payments in order to calculate interest cost and service cost.  Prior to 2017, the service cost and interest cost components were determined using a single weighted-average discount rate. The change does not affect the measurement of the total benefit plan obligations, as the change in the service cost and interest cost offsets in the actuarial gains and losses recorded in other comprehensive income. The Company changed to the new method to provide a more precise measure of service and interest cost by improving the correlation between the projected benefit cash flows and the discrete spot yield curve rates. The Company accounted for this change as a change in estimate prospectively beginning in 2017.  

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between consolidated financial statement carrying amounts and tax basis amounts enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is recorded to reduce deferred income tax assets when it is more-likely-than-not that such assets will not be realized. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

The Company records liabilities for uncertain income tax positions based on the two step process. The first step is recognition, where an individual tax position is evaluated as to whether it has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have a less than 50% likelihood of being sustained, no tax benefit is recorded. For tax positions that have met the recognition threshold in the first step, the Company performs the second step of measuring the benefit to be recorded. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized on ultimate settlement. The actual benefits ultimately realized may differ from the estimates. In future periods, changes in facts, circumstances, and new information may require the Company to change the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recorded in income tax expense and liability in the period in which such changes occur. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes on the consolidated statements of income.

Beam has indemnified certain tax obligations that relate to periods during which Fortune Brands, Inc. owned Acushnet Company (Note 13). These estimated tax obligations are recorded in accrued taxes and other noncurrent liabilities, and the related indemnification receivable is recorded in other current and noncurrent assets on the consolidated balance sheet. Any changes in the value of these specifically identified tax obligations are recorded in the period identified in income tax expense and the related change in the indemnification asset is recorded in other (income) expense, net on the consolidated statement of operations. 

Revenue Recognition

Revenue is recognized upon shipment or upon receipt by the customer depending on the country of the sale and the agreement with the customer, net of allowances for discounts, sales returns, customer sales incentives and cooperative advertising. The criteria for recognition of revenue is met when persuasive evidence that an arrangement exists, both title and risk of loss have passed to the customer, the price is fixed or determinable and collectability is reasonably assured. In circumstances where either title or risk of loss pass upon receipt by the customer, revenue is deferred until such event occurs based on an estimate of the shipping time from the Company's distribution centers to the customer using historical and expected delivery times by geographic location. Amounts billed to customers for shipping and handling are included in net sales.

Customer Sales Incentives

The Company offers customer sales incentives, including off-invoice discounts and sales-based rebate programs, to its customers which are primarily accounted for as a reduction in sales at the time the revenue is recognized. Sales-based rebates are estimated using assumptions related to the percentage of customers who will achieve qualifying purchase goals and the level of achievement. These assumptions are based on historical experience, current year program design, current marketplace conditions and sales forecasts, including considerations of product life cycles.

Cost of Goods Sold

Cost of goods sold includes all costs to make products saleable, such as inbound freight, purchasing and receiving costs, inspection costs and transfer costs. In addition, all depreciation expense associated with assets used to manufacture products and make them saleable is included in cost of goods sold.

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.

Advertising and Promotion

Advertising and promotional costs are included in selling, general and administrative expense on the consolidated statement of operations and include product endorsement arrangements with members of the various professional golf tours, media placement and production costs (television, print and internet), tour support expenses and point-of-sale materials. Advertising production costs are expensed as incurred. Media placement costs are expensed in the month the advertising appears. Product endorsement arrangements are expensed based upon the specific provisions of player contracts. Advertising and promotional expense was $192.7 million, $196.0 million and $203.3 million for the years ended December 31, 2017,  2016 and 2015, respectively.

Selling

Selling expenses including field sales, sales administration and shipping and handling costs are included in selling, general and administrative expense on the consolidated statement of operations. Shipping and handling costs included in selling expenses were $32.5 million, $32.4 million and $32.6 million for the years ended December 31, 2017,  2016 and 2015, respectively.

Research and Development

Research and development expenses include product development, product improvement, product engineering, and process improvement costs and are expensed as incurred.

Foreign Currency Translation and Transactions

Assets and liabilities denominated in foreign currency are translated into U.S. dollars at the actual rates of exchange at the balance sheet date. Revenues and expenses are translated at the average rates of exchange for the reporting period. The related translation adjustments are recorded as a component of accumulated other comprehensive income (loss). Transactions denominated in a currency other than the functional currency are re-measured into functional currency with resulting transaction gains or losses recorded as selling, general and administrative expense on the consolidated statement of operations. Foreign currency transaction gain (loss) included in selling, general and administrative expense was a gain of $4.1 million, a gain of $1.2 million and a loss of $4.7 million for the years ended December 31, 2017, 2016 and 2015, respectively. 

Derivative Financial Instruments

All derivatives are recognized as either assets or liabilities on the consolidated balance sheet and measurement of these instruments is at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings in the same period. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded as a component of accumulated other comprehensive income (loss) and are recognized in the consolidated statement of operations when the hedged item affects earnings. Any portion of the change in fair value that is determined to be ineffective is immediately recognized in earnings as cost of goods sold.

The Company may elect to enter into foreign exchange forwards to mitigate the change in fair value of specific assets and liabilities which do not qualify as hedging instruments under U.S. GAAP. Accordingly, these undesignated instruments are recorded at fair value as a derivative asset or liability with the corresponding change in fair value recognized in selling, general and administrative expense, together with the re-measurement gain or loss from the hedged asset or liability. There were no outstanding foreign exchange forward contracts not designated under hedge accounting as of December 31, 2017 and 2016.

Share-based Compensation

The Company has a share-based compensation plan for employees and non-employee members of the Company's Board of Directors. All awards granted under the plan are measured at fair value at the date of the grant and amortized as expense over the requisite service period of the award, which is generally the vesting period of the respective award. The Company accounts for forfeitures in compensation expense when they occur. The Company issues share-based awards with service-based vesting conditions and performance-based vesting conditions. For awards with performance-based vesting conditions, the measurement of the expense is based on the Company’s level of achievement of the applicable cumulative Adjusted EBITDA performance metrics.

Equity Appreciation Rights Plan

Awards granted under the Company's Equity Appreciation Rights (“EAR”) plan were accounted for as liability-classified awards because it was a cash settled plan. The Company elected the intrinsic value method to measure its liability-classified awards and amortized share-based compensation expense for those awards expected to vest on a straight-line basis over the requisite service period. The Company re-measured the intrinsic value of the awards at the end of each reporting period. 

Net Income (Loss) Per Common Share

Net income (loss) per common share attributable to Acushnet Holdings Corp. is calculated under the treasury stock method. Prior to the conversion of the redeemable convertible preferred shares to common stock in connection with the Company’s initial public offering in 2016, the Company applied the two-class method to calculate its basic and diluted net income (loss) per common share attributable to Acushnet Holdings Corp., as its redeemable convertible preferred shares were participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Net income (loss) per common share available to Acushnet Holdings Corp. was determined by allocating undistributed earnings between holders of common shares and redeemable convertible preferred shares, based on the participation rights of the preferred shares. Basic net income (loss) per share attributable to Acushnet Holdings Corp. was computed by dividing the net income (loss) available to Acushnet Holdings Corp. by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. was computed by dividing the net income (loss) available to Acushnet Holdings Corp. after giving effect to the diluted securities by the weighted-average number of dilutive shares outstanding during the period.

Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for the years ended December 31, 2017 and 2016 reflects the potential dilution that would occur if the Restricted Stock Units (“RSUs”) were converted into common shares. The restricted stock units are included as potential dilutive securities to the extent they are dilutive under the treasury stock method for the applicable periods.

Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for the year ended December 31, 2015 reflects the potential dilution that would occur if common stock warrants, convertible notes, redeemable convertible preferred stock, stock options or any other dilutive equity instruments were exercised or converted into common shares. The common stock warrants and stock options are included as potential dilutive securities to the extent they are dilutive under the treasury stock method for the applicable periods. The convertible notes and redeemable convertible preferred stock are included as potential dilutive securities to the extent they are dilutive under the if-converted method for the applicable periods.

Recently Adopted Accounting Standards

Consolidation— Interests Held Through Related Parties

In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 prospectively during the three months ended March 31, 2017. The adoption of this standard did not have a material impact on the consolidated financial statements.

Recently Issued Accounting Standards

Income Statement—Reporting Comprehensive Income

In February 2018, the FASB issued ASU 2018‑02, “Income Statement—Reporting Comprehensive Income (Topic 220) —Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. ASU 2018‑02 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is still analyzing the complete impact this standard will have on its consolidated financial statements.

Derivatives and Hedging (Topic 815) —Targeted Improvements to Accounting for Hedging Activities 

In August 2017, the FASB issued ASU 2017‑12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” The amendments in this update expand and refine hedge accounting guidance and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. ASU 2017-12 also simplifies the application of hedge accounting guidance, hedge documentation requirements and the assessment of hedge effectiveness. ASU 2017‑12 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The effect of adoption should be reflected as of the beginning of the fiscal year of adoption. The adoption of this standard is not expected to have a material impact on the consolidated financial statements.

Compensation—Stock Compensation—Scope of Modification Accounting 

In May 2017, the FASB issued ASU 2017‑09, “Compensation—Stock Compensation: Scope of Modification Accounting.” The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718, CompensationStock Compensation. ASU 2017‑09 is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the consolidated financial statements.

Compensation—Retirement Benefits 

 In March 2017, the FASB issued ASU 2017‑07, “CompensationRetirement 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 material impact on the consolidated financial statements.

Intangibles—Goodwill and OtherSimplifying 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 material 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 material impact on the consolidated financial statements.

Income Taxes

In October 2016, the FASB issued ASU 2016‑16, “Income Taxes: Intra-Entity Transfers of Assets other than Inventory.” ASU 2016-16 requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the consolidated financial statements.

Statement of Cash Flows

In August 2016, the FASB issued ASU 2016‑15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments” to address diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the consolidated financial statements.

Revenue from Contracts with Customers

In May 2014, the FASB issued 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. 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 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. 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 has adopted the standard on January 1, 2018 using a modified retrospective approach with the cumulative effect of initially applying the new standard recognized in retained earnings at the date of adoption.  The Company has identified customer incentives and expanded disclosures as the primary areas that will be affected by the new guidance. Based upon the terms of the Company’s agreements and the materiality of the transactions related to customer incentives, the Company does not expect the effect of adoption to have a material impact on the Company’s 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 analyzing the complete impact this ASU will have on its consolidated financial statements and related disclosures, it does expect the adoption of this standard will have a material impact on its consolidated financial statements.

Summary of Significant Accounting Policies (Tables)
Schedule of estimated useful lives of property, plant and equipment

 

 

 

 

 

 

Buildings and improvements

    

15

40 years

 

Machinery and equipment

 

3

10 years

 

Furniture, fixtures and computer hardware

 

3

10 years

 

Computer software

 

1

10 years

 

 

Allowance for Doubtful Accounts (Tables)
Schedule of change to the allowance for doubtful accounts

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

    

 

2017

 

 

2016

    

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

12,255

 

$

12,363

 

$

8,528

 

Bad debt expense

 

 

337

 

 

6,507

 

 

4,771

 

Amount of receivables written off

 

 

(3,300)

 

 

(6,315)

 

 

(634)

 

Foreign currency translation

 

 

683

 

 

(300)

 

 

(302)

 

Balance at end of year

 

$

9,975

 

$

12,255

 

$

12,363

 

 

Inventories (Tables)
Schedule of inventory

 

 

 

 

 

 

 

 

(in thousands)

    

December 31, 

    

December 31, 

 

 

 

2017

 

2016

 

 

 

 

 

 

 

 

 

Raw materials and supplies

 

$

72,342

 

$

55,424

 

Work-in-process

 

 

23,956

 

 

21,558

 

Finished goods

 

 

267,664

 

 

246,307

 

Inventories

 

$

363,962

 

$

323,289

 

 

Property, Plant and Equipment, Net (Tables)
Schedule of property, plant and equipment, net

 

 

 

 

 

 

 

 

 

 

December 31,

 

December 31,

 

(in thousands)

    

2017

 

2016

 

 

 

 

 

 

 

 

 

Land

 

$

14,618

 

$

14,500

 

Buildings and improvements

 

 

138,570

 

 

133,844

 

Machinery and equipment

 

 

148,999

 

 

143,784

 

Furniture, computers and equipment

 

 

32,783

 

 

29,326

 

Computer software

 

 

60,736

 

 

58,462

 

Construction in progress

 

 

13,586

 

 

11,196

 

Property, plant and equipment, gross

 

 

409,292

 

 

391,112

 

Accumulated depreciation and amortization

 

 

(180,370)

 

 

(151,364)

 

Property, plant and equipment, net

 

$

228,922

 

$

239,748

 

 

Goodwill and Identifiable Intangible Assets, Net (Tables)

Goodwill allocated to the Company's reportable segments and changes in the carrying amount of goodwill were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Titleist

 

Titleist

 

FootJoy

 

Titleist

 

 

 

 

 

 

(in thousands)

    

Golf Balls

    

Golf Clubs

    

Golf Wear

    

Golf Gear

    

Other

    

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2015

 

$

106,561

 

 

51,753

 

 

2,303

 

 

12,549

 

 

8,013

 

 

181,179

 

Foreign currency translation

 

 

(1,139)

 

 

(554)

 

 

(25)

 

 

(134)

 

 

(86)

 

 

(1,938)

 

Balances at December 31, 2016

 

 

105,422

 

 

51,199

 

 

2,278

 

 

12,415

 

 

7,927

 

 

179,241

 

Foreign currency translation

 

 

3,941

 

 

1,914

 

 

85

 

 

464

 

 

296

 

 

6,700

 

Balances at December 31, 2017

 

$

109,363

 

$

53,113

 

$

2,363

 

$

12,879

 

$

8,223

 

$

185,941

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

December 31, 2017

 

December 31, 2016

 

Average

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

Useful

 

 

 

 

Accumulated

 

Net Book

 

 

 

 

Accumulated

 

Net Book

(in thousands)

Life (Years)

 

Gross

 

Amortization

 

Value

 

Gross

 

Amortization

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indefinite-lived:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

N/A

 

$

428,100

 

$

-  

 

$

428,100

 

$

428,100

 

$

-  

 

$

428,100

Amortizing:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Completed Technology

 

13

 

 

73,900

 

 

(35,486)

 

 

38,414

 

 

73,900

 

 

(29,956)

 

 

43,944

Customer Relationships

 

20

 

 

19,666

 

 

(6,309)

 

 

13,357

 

 

18,999

 

 

(5,146)

 

 

13,853

Licensing Fees and Other

 

7

 

 

32,539

 

 

(31,176)

 

 

1,363

 

 

32,423

 

 

(28,332)

 

 

4,091

Total intangible assets

 

 

 

$

554,205

 

$

(72,971)

 

$

481,234

 

$

553,422

 

$

(63,434)

 

$

489,988

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

    

 

 

 

 

 

 

 

 

Year ending December 31,

 

 

 

 

2018

 

$

7,878

 

2019

 

 

6,269

 

2020

 

 

5,926

 

2021

 

 

5,926

 

2022

 

 

5,926

 

Thereafter

 

 

21,209

 

Total

 

$

53,134

 

 

Product Warranty (Tables)
Schedule of warranty obligation for accrued warranty expense

 

 

 

 

 

 

 

 

 

 

 

 

    

Year ended

 

 

 

December 31, 

 

(in thousands)

    

2017

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

3,526

 

$

3,345

 

$

2,989

 

Provision

 

 

5,801

 

 

6,200

 

 

5,399

 

Claims paid/costs incurred

 

 

(5,653)

 

 

(5,940)

 

 

(4,929)

 

Foreign currency translation

 

 

149

 

 

(79)

 

 

(114)

 

Balance at end of period

 

$

3,823

 

$

3,526

 

$

3,345

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt and Financing Arrangements (Tables)

 

 

 

 

 

 

 

 

 

    

December 31, 

    

December 31, 

 

(in thousands)

 

2017

 

2016

 

 

 

 

 

 

 

 

 

Term loan

 

$

351,563

 

$

370,313

 

Delayed draw term loan A facility

 

 

95,000

 

 

 -

 

Revolving credit facility

 

 

10,066

 

 

42,495

 

Other short-term borrowings

 

 

10,298

 

 

 -

 

Capital lease obligations

 

 

22

 

 

491

 

Debt issuance costs

 

 

(2,896)

 

 

(3,706)

 

Total

 

 

464,053

 

 

409,593

 

Less: short-term debt and current portion of long-term debt

 

 

47,083

 

 

61,245

 

Total long-term debt and capital lease obligations

 

$

416,970

 

$

348,348

 

 

 

 

 

 

 

(in thousands)

    

 

 

 

 

 

 

 

 

Year ending December 31,

 

 

 

 

2018

 

$

26,719

 

2019

 

 

35,625

 

2020

 

 

38,594

 

2021

 

 

345,625

 

2022

 

 

-  

 

Thereafter

 

 

-  

 

Total

 

$

446,563

 

 

Derivative Financial Instruments (Tables)

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet

 

December 31, 

 

December 31, 

 

(in thousands)

    

Location

    

2017

    

2016

 

 

 

 

 

 

 

 

 

 

 

Asset derivatives

 

Other current assets

 

$

4,675

 

$

11,357

 

 

 

Other noncurrent assets

 

 

562

 

 

5,286

 

Liability derivatives

 

Other current liabilities

 

 

6,360

 

 

1,106

 

 

 

Other noncurrent liabilities

 

 

276

 

 

32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain (Loss) Recognized in

 

 

 

Other Comprehensive Income (Loss)

 

 

 

Year ended

 

 

 

December 31, 

 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

Type of hedge

 

 

 

 

 

 

 

 

 

 

Cash flow

 

$

(15,558)

 

$

7,014

 

$

14,964

 

 

 

$

(15,558)

 

$

7,014

 

$

14,964

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain (Loss) Recognized in

 

 

Statement of Operations

 

 

Year ended

 

 

December 31, 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

Location of gain (loss) in statement of operations

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

$

1,329

 

$

5,194

 

$

26,805

Selling, general and administrative expense

 

 

(2,732)

 

 

(917)

 

 

3,733

 

 

$

(1,403)

 

$

4,277

 

$

30,538

 

Fair Value Measurements (Tables)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of

 

 

 

 

December 31, 2017 using:

 

 

(in thousands)

    

Level 1

    

Level 2

    

Level 3

    

Balance Sheet Location

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Rabbi trust

 

$

10,637

 

$

-  

 

$

-  

 

Other current assets

Foreign exchange derivative instruments

 

 

-  

 

 

4,675

 

 

-  

 

Other current assets

Deferred compensation program assets

 

 

1,866

 

 

-  

 

 

-  

 

Other noncurrent assets

Foreign exchange derivative instruments

 

 

-  

 

 

562

 

 

-  

 

Other noncurrent assets

Total assets

 

$

12,503

 

$

5,237

 

$

-  

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange derivative instruments

 

$

-  

 

$

6,360

 

$

-  

 

Other current liabilities

Deferred compensation program liabilities

 

 

1,866

 

 

-  

 

 

-  

 

Other noncurrent liabilities

Foreign exchange derivative instruments

 

 

-  

 

 

276

 

 

-  

 

Other noncurrent liabilities

Total liabilities

 

$

1,866

 

$

6,636

 

$

-  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

-  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 

 

(in thousands)

    

2016

 

 

 

 

 

 

Balance at beginning of year

 

$

22,884

 

Common stock warrant exercise

 

 

(28,996)

 

Total losses included in earnings

 

 

6,112

 

Balance at end of year

 

$

-  

 

 

Pension and Other Postretirement Benefits (Tables)

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension

 

Pension

 

 

 

 

 

 

Benefits

 

Benefits

 

Postretirement

 

(in thousands)

    

(Underfunded)

    

(Overfunded)

    

Benefits

 

 

 

 

 

 

 

 

 

 

 

 

Change in projected benefit obligation ("PBO")

 

 

 

 

 

 

 

 

 

 

Benefit obligation at December 31, 2016

 

$

284,104

 

$

39,735

 

$

20,264

 

Service cost

 

 

9,217

 

 

 -

 

 

955

 

Interest cost

 

 

10,783

 

 

1,049

 

 

713

 

Actuarial (gain) loss

 

 

34,557

 

 

(2,000)

 

 

(5,075)

 

Settlements

 

 

(20,663)

 

 

(5,172)

 

 

 -

 

Participants’ contributions

 

 

-  

 

 

 -

 

 

355

 

Benefit payments

 

 

(2,719)

 

 

(635)

 

 

(1,160)

 

Foreign currency translation

 

 

1,435

 

 

2,659

 

 

 -

 

Adjustment for movement from underfunded to overfunded

 

 

168

 

 

(168)

 

 

 -

 

Projected benefit obligation at December 31, 2017

 

 

316,882

 

 

35,468

 

 

16,052

 

Accumulated benefit obligation at December 31, 2017

 

 

277,067

 

 

34,190

 

 

16,052

 

Change in plan assets

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at December 31, 2016

 

 

161,088

 

 

45,342

 

 

 -

 

Return on plan assets

 

 

23,757

 

 

6,254

 

 

 -

 

Employer contributions

 

 

21,280

 

 

1,697

 

 

805

 

Participants’ contributions

 

 

-  

 

 

 -

 

 

355

 

Settlements

 

 

(20,663)

 

 

(5,172)

 

 

 -

 

Benefit payments

 

 

(2,719)

 

 

(635)

 

 

(1,160)

 

Adjustment for movement from underfunded to overfunded

 

 

194

 

 

(194)

 

 

 -

 

Foreign currency translation

 

 

156

 

 

3,475

 

 

 -

 

Fair value of plan assets at December 31, 2017

 

 

183,093

 

 

50,767

 

 

 -

 

Funded status (fair value of plan assets less PBO)

 

$

(133,789)

 

$

15,299

 

$

(16,052)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension

 

Pension

 

 

 

 

 

 

Benefits

 

Benefits

 

Postretirement

 

(in thousands)

    

(Underfunded)

    

(Overfunded)

    

Benefits

 

 

 

 

 

 

 

 

 

 

 

 

Change in projected benefit obligation

 

 

 

 

 

 

 

 

 

 

Benefit obligation at December 31, 2015

 

$

271,462

 

$

38,287

 

$

20,079

 

Service cost

 

 

9,787

 

 

(24)

 

 

888

 

Interest cost

 

 

11,077

 

 

1,279

 

 

779

 

Actuarial (gain) loss

 

 

14,095

 

 

7,711

 

 

(572)

 

Settlements

 

 

(6,714)

 

 

-  

 

 

-  

 

Plan amendments

 

 

-  

 

 

-  

 

 

283

 

Participants’ contributions

 

 

-  

 

 

-  

 

 

921

 

Benefit payments

 

 

(15,515)

 

 

(796)

 

 

(2,114)

 

Foreign currency translation

 

 

122

 

 

(6,932)

 

 

 -

 

Adjustment for movement from underfunded to overfunded

 

 

(210)

 

 

210

 

 

 -

 

Projected benefit obligation at December 31, 2016

 

 

284,104

 

 

39,735

 

 

20,264

 

Accumulated benefit obligation at December 31, 2016

 

 

247,009

 

 

37,289

 

 

20,264

 

Change in plan assets

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at December 31, 2015

 

 

157,729

 

 

43,768

 

 

-  

 

Return on plan assets

 

 

7,203

 

 

8,280

 

 

-  

 

Employer contributions

 

 

18,335

 

 

2,012

 

 

1,193

 

Participants’ contributions

 

 

-  

 

 

-  

 

 

921

 

Settlements

 

 

(6,714)

 

 

-  

 

 

-  

 

Benefit payments

 

 

(15,515)

 

 

(796)

 

 

(2,114)

 

Foreign currency translation

 

 

50

 

 

(7,922)

 

 

-  

 

Fair value of plan assets at December 31, 2016

 

 

161,088

 

 

45,342

 

 

-  

 

Funded status (fair value of plan assets less PBO)

 

$

(123,016)

 

$

5,607

 

$

(20,264)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits

 

Postretirement Benefits

 

(in thousands)

    

2017

    

2016

    

2017

    

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other noncurrent assets

 

$

15,299

 

$

5,607

 

$

-  

 

$

-  

 

Accrued compensation and benefits

 

 

(18,933)

 

 

(7,149)

 

 

(748)

 

 

(784)

 

Accrued pension and postretirement benefits

 

 

(114,856)

 

 

(115,867)

 

 

(15,304)

 

 

(19,480)

 

Net amount recognized

 

$

(118,490)

 

$

(117,409)

 

$

(16,052)

 

$

(20,264)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits

 

Postretirement Benefits

 

 

 

Year ended December 31, 

 

Year ended December 31, 

 

(in thousands)

    

2017

    

2016

    

2015

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net actuarial (gain) loss at beginning of year

 

$

33,736

 

$

18,374

 

$

19,878

 

$

(8,055)

 

$

(8,840)

 

$

(7,270)

 

Current year actuarial (gain) loss

 

 

14,554

 

 

18,425

 

 

17,835

 

 

(5,075)

 

 

(573)

 

 

(2,228)

 

Amortization of actuarial (gain) loss

 

 

(804)

 

 

(485)

 

 

(1,152)

 

 

601

 

 

912

 

 

490

 

Curtailment impact

 

 

-  

 

 

-  

 

 

(19,146)

 

 

-  

 

 

-  

 

 

-  

 

Settlement impact

 

 

(2,740)

 

 

(1,124)

 

 

-  

 

 

-  

 

 

-  

 

 

-  

 

Prior service cost

 

 

-  

 

 

-  

 

 

1,331

 

 

-  

 

 

283

 

 

-  

 

Amortization of prior service cost (credit)

 

 

(175)

 

 

(175)

 

 

(22)

 

 

137

 

 

163

 

 

168

 

Foreign currency translation

 

 

321

 

 

(1,279)

 

 

(350)

 

 

-  

 

 

-  

 

 

-  

 

Net actuarial (gain) loss at end of year

 

$

44,892

 

$

33,736

 

$

18,374

 

$

(12,392)

 

$

(8,055)

 

$

(8,840)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits

 

Postretirement Benefits

 

 

 

Year ended December 31, 

 

(in thousands)

    

2017

    

2016

    

2015

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

9,217

 

$

9,763

 

$

15,683

 

$

955

 

$

888

 

$

1,060

 

Interest cost

 

 

11,832

 

 

12,356

 

 

12,338

 

 

713

 

 

779

 

 

787

 

Expected return on plan assets

 

 

(12,006)

 

 

(12,189)

 

 

(11,372)

 

 

-  

 

 

-  

 

 

-  

 

Curtailment income

 

 

-  

 

 

-  

 

 

(2,421)

 

 

-  

 

 

-  

 

 

-  

 

Settlement expense

 

 

2,740

 

 

1,148

 

 

-  

 

 

-  

 

 

-  

 

 

-  

 

Amortization of net (gain) loss

 

 

804

 

 

471

 

 

1,152

 

 

(601)

 

 

(912)

 

 

(490)

 

Amortization of prior service cost (credit)

 

 

175

 

 

175

 

 

22

 

 

(137)

 

 

(163)

 

 

(168)

 

Net periodic benefit cost

 

$

12,762

 

$

11,724

 

$

15,402

 

$

930

 

$

592

 

$

1,189

 

 

The weighted average assumptions used to determine benefit obligations at December 31, 2017 and 2016 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits

 

Postretirement Benefits

 

 

    

2017

    

2016

 

2017

    

2016

    

 

 

 

 

 

 

 

 

 

 

Discount rate

 

3.62%

 

4.17%

 

3.61%

 

4.08%

 

Rate of compensation increase

 

4.01%

 

4.02%

 

N/A

 

N/A

 

 

The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, 2017, 2016 and 2015 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits

 

Postretirement Benefits

 

 

    

2017

    

2016

    

2015

 

2017

 

2016

    

2015

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate

 

4.17%

 

4.16%

 

3.92%

 

4.08%

 

4.30%

 

3.90%

 

Expected long-term rate of return on plan assets

 

5.77%

 

6.23%

 

6.15%

 

N/A

 

N/A

 

N/A

 

Rate of compensation increase

 

4.02%

 

4.07%

 

4.05%

 

N/A

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

Postretirement Benefits

 

 

 

Medical and Prescription Drug

 

 

 

2017

 

2016

    

2015

 

 

 

 

 

 

 

 

 

Healthcare cost trend rate assumed for next year

 

5.5%/8.5%

 

5.50%/9.00%

 

5.75/10.00%

 

Rate that the cost trend rate is assumed to decline
(the ultimate trend rate)

 

4.50%

 

4.50%

 

4.50%

 

Year that the rate reaches the ultimate trend rate

 

2024

 

2024

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

    

One-Percentage

 

One-Percentage

 

One-Percentage

 

One-Percentage

 

(in thousands)

 

Point Increase

    

Point Decrease

    

Point Increase

    

Point Decrease

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect on total of service and interest cost

 

$

73

 

$

(65)

 

$

104

 

$

(91)

 

Effect on postretirement benefit obligation

 

 

665

 

 

(598)

 

 

894

 

 

(796)

 

 

Pension assets by major category of plan assets and the type of fair value measurement as of December 31, 2017 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits – Plan Assets

 

 

 

 

 

 

Quoted Prices in

 

Significant

 

Significant

 

 

 

 

 

 

Active Markets for

 

Observable

 

Unobservable

 

 

 

 

 

 

Identical Assets

 

Inputs

 

Inputs

 

(in thousands)

    

Total

    

(Level 1)

    

(Level 2)

    

(Level 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset category

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual securities

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed income

 

$

1,794

 

$

-  

 

$

1,794

 

$

-  

 

Commingled funds

 

 

 

 

 

 

 

 

 

 

 

 

 

Measured at net asset value

 

 

232,066

 

 

-  

 

 

-  

 

 

-  

 

 

 

$

233,860

 

$

-  

 

$

1,794

 

$

-  

 

 

Pension assets by major category of plan assets and the type of fair value measurement as of December 31, 2016 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits – Plan Assets

 

 

 

 

 

 

Quoted Prices in

 

Significant

 

Significant

 

 

 

 

 

 

Active Markets for

 

Observable

 

Unobservable

 

 

 

 

 

 

Identical Assets

 

Inputs

 

Inputs

 

(in thousands)

    

Total

    

(Level 1)

    

(Level 2)

    

(Level 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset category

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual securities

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed income

 

$

1,628

 

$

-  

 

$

1,628

 

$

-  

 

Commingled funds

 

 

 

 

 

 

 

 

 

 

 

 

 

Measured at net asset value

 

 

204,801

 

 

-  

 

 

-  

 

 

-  

 

 

 

$

206,429

 

$

-  

 

$

1,628

 

$

-  

 

 

 

 

 

 

 

 

 

 

 

 

Pension

 

Postretirement

 

(in thousands)

    

Benefits

    

Benefits

 

 

 

 

 

 

 

 

 

Year ending December 31,

 

 

 

 

 

 

 

2018

 

$

36,506

 

$

748

 

2019

 

 

20,544

 

 

828

 

2020

 

 

22,103

 

 

943

 

2021

 

 

23,751

 

 

1,078

 

2022

 

 

24,511

 

 

1,214

 

Thereafter

 

 

138,204

 

 

7,096

 

 

 

$

265,619

 

$

11,907

 

 

Income Taxes (Tables)

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

Domestic operations

 

$

61,158

 

$

(3,995)

 

$

(48,544)

 

Foreign operations

 

 

90,518

 

 

93,217

 

 

80,694

 

Income before income taxes

 

$

151,676

 

$

89,222

 

$

32,150

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

(in thousands)

 

2017

 

2016

    

2015

    

 

 

 

 

 

 

 

 

 

 

 

Income tax expense computed at federal statutory income tax rate

 

$

53,086

 

$

31,229

 

$

11,252

 

Foreign taxes, net of credits

 

 

(15,545)

 

 

(1,804)

 

 

418

 

Transition tax (net of federal tax credits generated)

 

 

8,593

 

 

-  

 

 

-  

 

US rate change related to the 2017 Tax Act

 

 

10,198

 

 

-  

 

 

-  

 

Net adjustments for uncertain tax positions

 

 

508

 

 

706

 

 

4,731

 

State and local taxes

 

 

2,031

 

 

(525)

 

 

(1,108)

 

Equity appreciation rights

 

 

(765)

 

 

372

 

 

693

 

Transaction costs

 

 

189

 

 

3,078

 

 

414

 

Indemnified taxes

 

 

(115)

 

 

1,594

 

 

(1,106)

 

Fair value adjustment for common stock warrants

 

 

 —

 

 

3,029

 

 

10,853

 

Valuation allowance

 

 

(219)

 

 

955

 

 

7,872

 

Deferred charge

 

 

(1,295)

 

 

1,009

 

 

807

 

Tax credits

 

 

(3,240)

 

 

(704)

 

 

(7,003)

 

Miscellaneous other, net

 

 

1,630

 

 

768

 

 

171

 

Income tax expense as reported

 

$

55,056

 

$

39,707

 

$

27,994

 

Effective income tax rate

 

 

36.3

%

 

44.5

%

 

87.1

%

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

Unrecognized tax benefits at beginning of year

 

$

11,347

 

$

13,120

 

$

8,845

 

Gross additions - prior year tax positions

 

 

-  

 

 

1,960

 

 

3,045

 

Gross additions - current year tax positions

 

 

1,159

 

 

747

 

 

1,605

 

Gross reductions - prior year tax positions

 

 

(348)

 

 

(4,457)

 

 

(333)

 

Gross reductions - Acquired tax positions settled with tax authorities

 

 

(1,241)

 

 

-  

 

 

-  

 

Impact of change in foreign exchange rates

 

 

132

 

 

(23)

 

 

(42)

 

Unrecognized tax benefits at end of year

 

$

11,049

 

$

11,347

 

$

13,120

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

Current expense (benefit)

 

 

 

 

 

 

 

 

 

 

United States

 

$

(906)

 

$

3,702

 

$

5,455

 

Foreign

 

 

28,109

 

 

28,156

 

 

20,351

 

Current income tax expense (benefit)

 

 

27,203

 

 

31,858

 

 

25,806

 

Deferred expense (benefit)

 

 

 

 

 

 

 

 

 

 

United States

 

 

27,770

 

 

9,489

 

 

(152)

 

Foreign

 

 

83

 

 

(1,640)

 

 

2,340

 

Deferred income tax expense (benefit)

 

 

27,853

 

 

7,849

 

 

2,188

 

Total income tax expense

 

$

55,056

 

$

39,707

 

$

27,994

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 

 

(in thousands)

    

2017

    

2016

 

 

 

 

 

 

 

 

 

Deferred tax assets

 

 

 

 

 

 

 

Compensation and benefits

 

$

14,060

 

$

22,053

 

Share-based compensation

 

 

5,085

 

 

5,474

 

Equity appreciation rights

 

 

-  

 

 

57,146

 

Pension and other postretirement benefits

 

 

30,564

 

 

45,926

 

Inventories

 

 

10,843

 

 

9,120

 

Accounts receivable

 

 

2,016

 

 

2,942

 

Customer sales incentives

 

 

2,255

 

 

3,254

 

Transaction costs

 

 

1,804

 

 

3,157

 

Other reserves

 

 

3,255

 

 

5,764

 

Interest

 

 

562

 

 

2,260

 

Miscellaneous

 

 

1,224

 

 

1,076

 

Foreign exchange derivative instruments

 

 

730

 

 

-  

 

Net operating loss and other tax carryforwards

 

 

103,455

 

 

55,936

 

Gross deferred tax assets

 

 

175,853

 

 

214,108

 

Valuation allowance

 

 

(25,887)

 

 

(21,726)

 

Total deferred tax assets

 

 

149,966

 

 

192,382

 

Deferred tax liabilities

 

 

 

 

 

 

 

Property, plant and equipment

 

 

(11,325)

 

 

(17,496)

 

Identifiable intangible assets

 

 

(36,687)

 

 

(46,701)

 

Foreign exchange derivative instruments

 

 

-  

 

 

(4,076)

 

Miscellaneous

 

 

(954)

 

 

(1,145)

 

Total deferred tax liabilities

 

 

(48,966)

 

 

(69,418)

 

Net deferred tax asset

 

$

101,000

 

$

122,964

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

Valuation allowance at beginning of year

 

$

21,726

 

$

20,771

 

$

13,850

Increases (decreases) recorded to income tax provision

 

 

4,161

 

 

955

 

 

6,921

Valuation allowance at end of year

 

$

25,887

 

$

21,726

 

$

20,771

 

 

 

 

 

 

 

 

 

 

 

Interest Expense and Other (Income) Expense, Net (Tables)

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

(in thousands)

    

2017

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense - related party

 

$

 —

 

$

28,146

 

$

35,420

 

Interest expense - third party

 

 

16,907

 

 

23,113

 

 

26,567

 

Interest income - third party

 

 

(1,198)

 

 

(1,351)

 

 

(1,693)

 

Total interest expense, net

 

$

15,709

 

$

49,908

 

$

60,294

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

Loss on fair value of common stock warrants

 

$

 —

 

$

6,112

 

$

28,364

 

Indemnification (gains) losses

 

 

177

 

 

(2,174)

 

 

(3,007)

 

Other gains

 

 

(1,254)

 

 

(2,232)

 

 

(218)

 

Total other (income) expense, net

 

$

(1,077)

 

$

1,706

 

$

25,139

 

 

Common Stock (Tables)
Schedule of declared dividends per share

 

 

 

 

 

 

 

 

    

Dividends per Share

    

Amounts
(in thousands)

2017:

 

 

 

 

 

 

Fourth Quarter

 

$

0.12

 

$

9,098

Third Quarter

 

 

0.12

 

 

9,146

Second Quarter

 

 

0.12

 

 

9,149

First Quarter

 

 

0.12

 

 

9,152

Total dividends declared

 

$

0.48

 

$

36,545

 

Equity Incentive Plans (Tables)

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Number

 

Average

 

 

of

 

Fair

 

    

RSUs and PSUs

    

Value

 

 

 

 

 

 

 

Outstanding at December 31, 2015

 

 

 —

 

$

 —

Granted

 

 

2,459,166

 

 

20.40

Outstanding at December 31, 2016

 

 

2,459,166

 

$

20.40

Granted

 

 

238,196

 

 

18.82

Vested

 

 

(437,188)

 

 

20.33

Forfeited

 

 

(199,320)

 

 

20.45

Outstanding at December 31,  2017

 

 

2,060,854

 

$

20.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

Weighted-

 

 

 

 

Number

 

Average

 

Average

 

Aggregate

 

 

of

 

Exercise

 

Remaining

 

Intrinsic

(in thousands, except share and per share amounts)

    

Awards

    

Price

    

Contractual Term

    

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2015

 

 

9,180,000

 

$

11.40

 

 

1 year

 

$

171,712

Settled

 

 

(1,566,000)

 

 

11.12

 

 

 

 

 

 —

Outstanding at December 31, 2016

 

 

7,614,000

 

 

19.90

 

 

 

 

 

151,511

Settled

 

 

(7,614,000)

 

 

(19.90)

 

 

 

 

 

 —

Outstanding at December 31,  2017

 

 

 —

 

 

 —

 

 

 

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

(in thousands)

    

2017

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

$

408

 

$

434

 

$

670

Selling, general and administrative expense

 

 

13,687

 

 

18,622

 

 

48,377

Research and development

 

 

1,190

 

 

1,485

 

 

2,556

Total compensation expense before income tax

 

 

15,285

 

 

20,541

 

 

51,603

Income tax benefit

 

 

3,158

 

 

6,481

 

 

17,821

Total compensation expense, net of tax

 

$

12,127

 

$

14,060

 

$

33,782

 

Accumulated Other Comprehensive Income (Loss), Net of Tax (Tables)
Schedule of changes in each component of accumulated comprehensive income (loss), net of tax effects

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 2015

 

$

(70,019)

 

$

9,166

 

$

1,504

 

$

(7,885)

 

$

(67,234)

 

Other comprehensive income (loss) before reclassifications

 

 

(14,656)

 

 

7,014

 

 

51

 

 

(16,781)

 

 

(24,372)

 

Amounts reclassified from accumulated other comprehensive loss

 

 

-  

 

 

(5,194)

 

 

-  

 

 

709

 

 

(4,485)

 

Tax benefit (expense)

 

 

-  

 

 

(451)

 

 

(19)

 

 

5,727

 

 

5,257

 

Balances at December 31, 2016

 

$

(84,675)

 

$

10,535

 

$

1,536

 

$

(18,230)

 

$

(90,834)

 

Other comprehensive income (loss) before reclassifications

 

 

26,964

 

 

(15,558)

 

 

150

 

 

(9,870)

 

 

1,686

 

Amounts reclassified from accumulated other comprehensive loss

 

 

-  

 

 

(1,329)

 

 

-  

 

 

2,981

 

 

1,652

 

Tax benefit

 

 

-  

 

 

4,072

 

 

35

 

 

1,698

 

 

5,805

 

Balances at December 31, 2017

 

$

(57,711)

 

$

(2,280)

 

$

1,721

 

$

(23,421)

 

$

(81,691)

 

 

Net Income per Common Share (Tables)

 

 

 

 

 

 

 

 

 

 

 

 

Year ended

 

 

December 31, 

(in thousands, except share and per share amounts)

 

2017

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Acushnet Holdings Corp.

 

$

92,114

 

$

45,012

 

$

(966)

Less: dividends earned by preferred shareholders

 

 

-  

 

 

(11,576)

 

 

(13,785)

Less: allocation of undistributed earnings to preferred shareholders

 

 

-  

 

 

(10,247)

 

 

-  

Net income (loss) attributable to common stockholders - basic

 

 

92,114

 

 

23,189

 

 

(14,751)

Adjustments to net income (loss) for dilutive securities

 

 

-  

 

 

16,475

 

 

 -

Net income (loss) attributable to common stockholders - diluted

 

$

92,114

 

$

39,664

 

$

(14,751)

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares:

 

 

 

 

 

 

 

 

 

Basic

 

 

74,399,836

 

 

31,247,643

 

 

19,939,293

Diluted

 

 

74,590,999

 

 

64,323,742

 

 

19,939,293

Net income (loss) per common share attributable to Acushnet Holdings Corp.:

 

 

 

 

 

 

 

 

 

Basic

 

$

1.24

 

$

0.74

 

$

(0.74)

Diluted

 

$

1.23

 

$

0.62

 

$

(0.74)

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended

 

 

December 31, 

 

    

2017

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

Series A preferred stock

 

 

-  

 

 

13,807,486

 

 

16,542,243

Stock options

 

 

-  

 

 

-  

 

 

1,089

Warrants to purchase common stock

 

 

-  

 

 

1,807,171

 

 

4,891,887

Convertible notes

 

 

-  

 

 

-  

 

 

32,624,820

RSUs

 

 

360,659

 

 

-  

 

 

-  

 

Segment Information (Tables)

 

 

 

 

 

 

 

 

 

 

(in thousands)

    

Year ended December 31, 

 

 

2017

 

2016

 

2015

Net sales

 

 

 

 

 

 

 

 

 

Titleist golf balls

 

$

512,041

 

$

513,899

 

$

535,465

Titleist golf clubs

 

 

397,987

 

 

430,966

 

 

388,304

Titleist golf gear

 

 

142,911

 

 

136,208

 

 

129,408

FootJoy golf wear

 

 

437,455

 

 

433,061

 

 

418,852

Other

 

 

69,864

 

 

58,141

 

 

30,929

Total net sales

 

$

1,560,258

 

$

1,572,275

 

$

1,502,958

 

 

 

 

 

 

 

 

 

 

Segment operating income

 

 

 

 

 

 

 

 

 

Titleist golf balls

 

$

76,870

 

$

76,236

 

$

92,507

Titleist golf clubs

 

 

31,031

 

 

50,500

 

 

33,593

Titleist golf gear

 

 

16,584

 

 

12,119

 

 

12,170

FootJoy golf wear

 

 

26,380

 

 

18,979

 

 

26,056

Other

 

 

14,863

 

 

7,299

 

 

4,056

Total segment operating income

 

 

165,728

 

 

165,133

 

 

168,382

Reconciling items:

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(15,709)

 

 

(49,908)

 

 

(60,294)

EAR expense

 

 

 -

 

 

(6,047)

 

 

(45,814)

Loss on fair value of common stock warrants

 

 

 -

 

 

(6,112)

 

 

(28,364)

Transaction fees

 

 

(686)

 

 

(16,817)

 

 

(2,141)

Other

 

 

2,343

 

 

2,973

 

 

381

Total income before income tax

 

$

151,676

 

$

89,222

 

$

32,150

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

Titleist golf balls

 

$

25,545

 

$

26,104

 

$

26,962

Titleist golf clubs

 

 

7,233

 

 

7,021

 

 

7,060

Titleist golf gear

 

 

1,425

 

 

1,250

 

 

1,368

FootJoy golf wear

 

 

6,058

 

 

5,759

 

 

5,540

Other

 

 

610

 

 

700

 

 

772

Total depreciation and amortization

 

$

40,871

 

$

40,834

 

$

41,702

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

(in thousands)

    

2017

    

2016

    

2015

Net sales

 

 

 

 

 

 

 

 

 

United States

 

$

789,879

 

$

804,516

 

$

805,470

EMEA (1)

 

 

205,200

 

 

210,088

 

 

201,106

Japan

 

 

201,264

 

 

219,021

 

 

182,163

Korea

 

 

200,394

 

 

175,956

 

 

144,956

Rest of world

 

 

163,521

 

 

162,694

 

 

169,263

Total net sales

 

$

1,560,258

 

$

1,572,275

 

$

1,502,958


(1)

Europe, the Middle East and Africa (“EMEA”)

 

Long-lived assets (property, plant and equipment) are categorized based on their location of domicile.

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

(in thousands)

    

2017

    

2016

Long-lived assets

 

 

 

 

 

 

United States

 

$

148,678

 

$

157,884

EMEA

 

 

9,669

 

 

8,619

Japan

 

 

770

 

 

628

Korea

 

 

3,782

 

 

1,811

Rest of world (2)

 

 

66,023

 

 

70,806

Total long-lived assets

 

$

228,922

 

$

239,748


(2)

Includes manufacturing facilities in Thailand with long lived assets of $53.8 million and $57.8 million as of December 31, 2017 and 2016, respectively.

Commitments and Contingencies (Tables)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments Due by Period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

    

2018

    

2019

    

2020

    

2021

    

2022

    

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase obligations

 

$

141,278

 

$

10,188

 

$

3,737

 

$

405

 

$

 2

 

$

 —

 

 

 

 

 

 

 

(in thousands)

    

 

 

 

 

 

 

 

 

Year ending December 31,

 

 

 

 

2018

 

$

12,119

 

2019

 

 

10,286

 

2020

 

 

8,447

 

2021

 

 

6,247

 

2022

 

 

4,228

 

Thereafter

 

 

14,418

 

Total minimum rental payments

 

$

55,745

 

 

Unaudited Quarterly Financial Data (Tables)
Tabular disclosures of summary of quarterly results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter ended (unaudited)

(in thousands)

    

December 31, 

    

September 30, 

    

June 30, 

    

March 31, 

2017

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

351,392

 

$

347,263

 

$

427,988

 

$

433,615

Gross profit

 

 

178,500

 

 

172,968

 

 

222,909

 

 

226,415

Income from operations

 

 

26,370

 

 

18,265

 

 

57,385

 

 

64,288

Net income

 

 

12,318

 

 

10,634

 

 

34,038

 

 

39,630

Net income attributable to Acushnet Holdings Corp.

 

 

11,666

 

 

9,318

 

 

33,016

 

 

38,114

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share attributable to Acushnet Holdings Corp.:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

$ 0.16

 

 

$ 0.13

 

 

$ 0.44

 

 

$ 0.51

Diluted

 

 

$ 0.16

 

 

$ 0.12

 

 

$ 0.44

 

 

$ 0.51

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter ended (unaudited)

(in thousands)

    

December 31, 

    

September 30, 

    

June 30, 

    

March 31, 

2016

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

329,761

 

$

339,318

 

$

463,261

 

$

439,935

Gross profit

 

 

167,994

 

 

166,902

 

 

237,960

 

 

225,869

Income from operations

 

 

7,608

 

 

9,606

 

 

66,437

 

 

57,185

Net income (loss)

 

 

1,247

 

 

(4,402)

 

 

27,478

 

 

25,192

Net income (loss) attributable to Acushnet Holdings Corp.

 

 

(179)

 

 

(5,526)

 

 

27,055

 

 

23,662

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share attributable to Acushnet Holdings Corp.:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

$ (0.02)

 

 

$ (0.38)

 

 

$ 0.62

 

 

$ 0.53

Diluted

 

 

$ (0.02)

 

 

$ (0.38)

 

 

$ 0.39

 

 

$ 0.35

 

Summary of Significant Accounting Policies (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2017
VIE
Dec. 31, 2016
VIE
Nov. 2, 2016
Class of Stock, Common
Oct. 14, 2016
Class of Stock, Common
Nov. 2, 2016
Class of Stock, Common
Initial public offering
Nov. 2, 2016
Class of Stock, Common
Initial public offering
Nov. 2, 2016
Class of Stock, Common
Over-allotment option
Nov. 2, 2016
Class of Stock, Common
Over-allotment option
Nov. 2, 2016
Magnus
Class of Stock, Common
Oct. 2, 2016
Convertible debt
Dec. 31, 2017
Accounts payable
Dec. 31, 2016
Accounts payable
Dec. 31, 2017
Deposits
Dec. 31, 2016
Deposits
Initial public offering
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares issued
 
 
 
 
 
 
 
 
 
 
19,333,333 
 
2,899,999 
 
 
 
 
 
 
 
Share price (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
$ 17.00 
 
$ 17.00 
 
 
 
 
 
 
Shares converted
 
 
 
 
 
 
 
 
11,556,495 
 
 
 
 
 
 
 
 
 
 
 
Debt converted
 
 
 
 
 
 
 
 
22,791,852 
 
 
 
 
 
 
 
 
 
 
 
Shares purchased by Magnus
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,818,720 
 
 
 
 
 
Stock split
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate (as a percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7.50% 
 
 
 
 
Variable interest entities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ownership percentage
 
 
 
 
 
 
40.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding Balance
 
 
 
 
 
 
$ 0 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and Restricted Cash
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Book Overdrafts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.9 
3.6 
 
 
Restricted cash
2.3 
 
 
 
2.3 
3.1 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for Sales Returns
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for sales returns
 
 
 
 
13.5 
9.8 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Concentration risk
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 44.7 
$ 75.6 
Dividend declarations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends per Share
$ 0.12 
$ 0.12 
$ 0.12 
$ 0.12 
$ 0.48 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Summary of Significant Accounting Policies - Property, Plant, and Equipment (Details)
12 Months Ended
Dec. 31, 2017
Maximum
 
Property, Plant and Equipment
 
Weighted average useful life
10 years 
Minimum
 
Property, Plant and Equipment
 
Weighted average useful life
3 years 
Buildings and improvements |
Maximum
 
Property, Plant and Equipment
 
Estimated useful lives of property, plant and equipment
40 years 
Buildings and improvements |
Minimum
 
Property, Plant and Equipment
 
Estimated useful lives of property, plant and equipment
15 years 
Machinery and equipment |
Maximum
 
Property, Plant and Equipment
 
Estimated useful lives of property, plant and equipment
10 years 
Machinery and equipment |
Minimum
 
Property, Plant and Equipment
 
Estimated useful lives of property, plant and equipment
3 years 
Furniture, fixtures and computer hardware |
Maximum
 
Property, Plant and Equipment
 
Estimated useful lives of property, plant and equipment
10 years 
Furniture, fixtures and computer hardware |
Minimum
 
Property, Plant and Equipment
 
Estimated useful lives of property, plant and equipment
3 years 
Computer software |
Maximum
 
Property, Plant and Equipment
 
Estimated useful lives of property, plant and equipment
10 years 
Computer software |
Minimum
 
Property, Plant and Equipment
 
Estimated useful lives of property, plant and equipment
1 year 
Summary of Significant Accounting Policies - Additional Policies (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Goodwill and Indefinite-Lived Intangible Assets
 
 
 
Impairment of goodwill
$ 0 
$ 0 
$ 0 
impairment of trademarks
 
 
Advertising and Promotion
 
 
 
Shipping and handling costs included in selling expenses
32,500,000 
32,400,000 
32,600,000 
Selling, general and administrative
 
 
 
Advertising and Promotion
 
 
 
Advertising and promotional expense
192,700,000 
196,000,000 
203,300,000 
Foreign currency translation and transactions
 
 
 
Transaction gain (loss) included in selling, general and administrative expense
$ 4,100,000 
$ 1,200,000 
$ 4,700,000 
Maximum
 
 
 
Product Warranty
 
 
 
Product warranty duration
2 years 
 
 
Minimum
 
 
 
Product Warranty
 
 
 
Product warranty duration
1 year 
 
 
Allowance for Doubtful Accounts (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Financing Receivable, Allowance for Credit Losses [Roll Forward]
 
 
 
Balance at beginning of year
$ 12,255 
$ 12,363 
$ 8,528 
Bad debt expense
337 
6,507 
4,771 
Amount of receivables written off
(3,300)
(6,315)
(634)
Foreign currency translation
683 
(300)
(302)
Balance at end of year
$ 9,975 
$ 12,255 
$ 12,363 
Inventories (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2017
Dec. 31, 2016
Inventories
 
 
Raw materials and supplies
$ 72,342 
$ 55,424 
Work-in-process
23,956 
21,558 
Finished goods
267,664 
246,307 
Inventories
$ 363,962 
$ 323,289 
Property, Plant and Equipment, Net (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Property, Plant and Equipment, Net
 
 
 
Property, plant and equipment, gross
$ 409,292,000 
$ 391,112,000 
 
Accumulated depreciation and amortization
(180,370,000)
(151,364,000)
 
Property, plant and equipment, net
228,922,000 
239,748,000 
 
Software development cost capitalized
 
 
 
Software development cost capitalized
3,100,000 
8,200,000 
43,000,000 
Depreciation and amortization
 
 
 
Amortization expense, capitalized software and development
6,400,000 
5,800,000 
5,500,000 
Total depreciation and amortization expense
40,871,000 
40,834,000 
41,702,000 
Property, plant and equipment
 
 
 
Depreciation and amortization
 
 
 
Total depreciation and amortization expense
31,600,000 
31,500,000 
32,500,000 
Land
 
 
 
Property, Plant and Equipment, Net
 
 
 
Property, plant and equipment, gross
14,618,000 
14,500,000 
 
Buildings and improvements
 
 
 
Property, Plant and Equipment, Net
 
 
 
Property, plant and equipment, gross
138,570,000 
133,844,000 
 
Machinery and equipment
 
 
 
Property, Plant and Equipment, Net
 
 
 
Property, plant and equipment, gross
148,999,000 
143,784,000 
 
Furniture, fixtures and computer hardware
 
 
 
Property, Plant and Equipment, Net
 
 
 
Property, plant and equipment, gross
32,783,000 
29,326,000 
 
Computer software
 
 
 
Property, Plant and Equipment, Net
 
 
 
Property, plant and equipment, gross
60,736,000 
58,462,000 
 
Construction in progress
 
 
 
Property, Plant and Equipment, Net
 
 
 
Property, plant and equipment, gross
13,586,000 
11,196,000 
 
Software development cost capitalized
 
 
 
Software development cost capitalized
700,000 
800,000 
2,400,000 
Software placed into service
 
 
 
Software development cost capitalized
 
 
 
Software development cost capitalized
$ 2,400,000 
$ 7,400,000 
$ 40,600,000 
Goodwill and Identifiable Intangible Assets, Net - Net carrying value & reportable segments (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Net carrying value of goodwill
 
 
Balances at beginning of year
$ 179,241 
$ 181,179 
Foreign currency translation
6,700 
(1,938)
Balances at end of year
185,941 
179,241 
Titleist golf balls
 
 
Net carrying value of goodwill
 
 
Balances at beginning of year
105,422 
106,561 
Foreign currency translation
3,941 
(1,139)
Balances at end of year
109,363 
105,422 
Titleist golf clubs
 
 
Net carrying value of goodwill
 
 
Balances at beginning of year
51,199 
51,753 
Foreign currency translation
1,914 
(554)
Balances at end of year
53,113 
51,199 
Titleist golf gear
 
 
Net carrying value of goodwill
 
 
Balances at beginning of year
12,415 
12,549 
Foreign currency translation
464 
(134)
Balances at end of year
12,879 
12,415 
FootJoy golf wear
 
 
Net carrying value of goodwill
 
 
Balances at beginning of year
2,278 
2,303 
Foreign currency translation
85 
(25)
Balances at end of year
2,363 
2,278 
Other
 
 
Net carrying value of goodwill
 
 
Balances at beginning of year
7,927 
8,013 
Foreign currency translation
296 
(86)
Balances at end of year
$ 8,223 
$ 7,927 
Goodwill and Identifiable Intangible Assets, Net - Amortization expense (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Finite Lived And Indefinite Lived Intangible Assets By Major Class[Line Items]
 
 
 
Accumulated amortization
$ (72,971,000)
$ (63,434,000)
 
Finite lived intangible assets, Net book value
53,134,000 
 
 
Intangible assets, Gross
554,205,000 
553,422,000 
 
Intangible assets, Net book value
481,234,000 
489,988,000 
 
Impairment of goodwill
Impairment charges to indefinite-lived intangible assets
Amortization of intangible assets
9,300,000 
9,300,000 
9,300,000 
Completed Technology
 
 
 
Finite Lived And Indefinite Lived Intangible Assets By Major Class[Line Items]
 
 
 
Weighted average useful life
13 years 
 
 
Finite lived intangible assets, Gross
73,900,000 
73,900,000 
 
Accumulated amortization
(35,486,000)
(29,956,000)
 
Finite lived intangible assets, Net book value
38,414,000 
43,944,000 
 
Customer Relationships
 
 
 
Finite Lived And Indefinite Lived Intangible Assets By Major Class[Line Items]
 
 
 
Weighted average useful life
20 years 
 
 
Finite lived intangible assets, Gross
19,666,000 
18,999,000 
 
Accumulated amortization
(6,309,000)
(5,146,000)
 
Finite lived intangible assets, Net book value
13,357,000 
13,853,000 
 
Licensing Fees and Other
 
 
 
Finite Lived And Indefinite Lived Intangible Assets By Major Class[Line Items]
 
 
 
Weighted average useful life
7 years 
 
 
Finite lived intangible assets, Gross
32,539,000 
32,423,000 
 
Accumulated amortization
(31,176,000)
(28,332,000)
 
Finite lived intangible assets, Net book value
1,363,000 
4,091,000 
 
Licensing Fees and Other |
Cost of goods sold
 
 
 
Finite Lived And Indefinite Lived Intangible Assets By Major Class[Line Items]
 
 
 
Amortization of intangible assets
2,700,000 
2,700,000 
2,700,000 
Trademarks
 
 
 
Finite Lived And Indefinite Lived Intangible Assets By Major Class[Line Items]
 
 
 
Indefinite lived intangible assets
$ 428,100,000 
$ 428,100,000 
 
Goodwill and Identifiable Intangible Assets, Net - Class of identifiable intangible assets (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2017
Amortization expense related to intangible assets
 
2018
$ 7,878 
2019
6,269 
2020
5,926 
2021
5,926 
2022
5,926 
Thereafter
21,209 
Total
$ 53,134 
Product Warranty (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Activity for accrued warranty expense
 
 
 
Balance at beginning of period
$ 3,526 
$ 3,345 
$ 2,989 
Provision
5,801 
6,200 
5,399 
Claims paid/costs incurred
(5,653)
(5,940)
(4,929)
Foreign currency translation
149 
(79)
(114)
Balance at end of period
$ 3,823 
$ 3,526 
$ 3,345 
Related Party Transactions (Details) (USD $)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2017
Other current assets
Dec. 31, 2016
Other current assets
Related Party Transaction [Line Items]
 
 
 
 
Receivables from related party
 
 
$ 500,000 
$ 900,000 
Related party interest expense
$ 28,146,000 
$ 35,420,000 
 
 
Debt and Financing Arrangements - Schedule of debt and financing arrangements (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2017
Dec. 31, 2016
Debt and financing arrangements
 
 
Long-term debt
$ 446,563 
 
Other short-term borrowings
10,298 
 
Capital lease obligations
22 
491 
Debt issuance costs
(2,896)
(3,706)
Total
464,053 
409,593 
Less : short term debt and current portion of long term debt
47,083 
61,245 
Long-term debt and capital lease obligations
416,970 
348,348 
Delayed Draw Term Loan A Facility
 
 
Debt and financing arrangements
 
 
Long-term debt, gross
95,000 
 
Revolving credit facility
 
 
Debt and financing arrangements
 
 
Long-term debt
10,066 
42,495 
Term Loan
 
 
Debt and financing arrangements
 
 
Long-term debt
$ 351,563 
$ 370,313 
Debt and Financing Arrangements - Senior Secured Credit Facility (Details)
12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 3 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended
Dec. 31, 2017
USD ($)
Jul. 28, 2016
USD ($)
Dec. 31, 2017
Minimum
Dec. 31, 2017
Letters of credit
USD ($)
Aug. 9, 2017
Senior Secured Credit Facility
USD ($)
Aug. 9, 2017
Senior Secured Credit Facility
Dec. 31, 2017
Senior Secured Credit Facility
One month LIBOR
Minimum
Dec. 31, 2017
Senior Secured Credit Facility
One month LIBOR
Maximum
Aug. 9, 2017
Senior Secured Credit Facility
Letters of credit
USD ($)
Apr. 27, 2016
Senior Secured Credit Facility
Letters of credit
USD ($)
Jul. 28, 2016
Revolving credit facility
USD ($)
Jul. 28, 2016
Revolving credit facility
CAD ($)
Dec. 31, 2017
Revolving credit facility
Dec. 31, 2016
Revolving credit facility
Apr. 27, 2016
Revolving credit facility
USD ($)
Apr. 27, 2016
Swing line
USD ($)
Dec. 31, 2017
Swing line
Federal funds rate
Dec. 31, 2017
Swing line
One Month LIBOR
Dec. 31, 2017
Swing line
One Month LIBOR
Minimum
Dec. 31, 2017
Swing line
One Month LIBOR
Maximum
Apr. 27, 2016
Alternative Currency Sublimit
USD ($)
Dec. 31, 2017
Letters of credit
USD ($)
Dec. 31, 2016
Letters of credit
USD ($)
Jul. 28, 2016
Term Loan A Facility
USD ($)
Apr. 27, 2016
Term Loan A Facility
USD ($)
Mar. 31, 2017
Delayed Draw Term Loan A Facility
USD ($)
Apr. 27, 2016
Delayed Draw Term Loan A Facility
USD ($)
Dec. 31, 2017
Acushnet Canada
Senior Secured Credit Facility
CDOR
Minimum
Dec. 31, 2017
Acushnet Canada
Senior Secured Credit Facility
CDOR
Maximum
Aug. 9, 2017
Acushnet Canada
Senior Secured Credit Facility
Letters of credit
CAD ($)
Apr. 27, 2016
Acushnet Canada
Revolving credit facility
CAD ($)
Aug. 9, 2017
Acushnet Europe
Senior Secured Credit Facility
Letters of credit
GBP (£)
Apr. 27, 2016
Acushnet Europe
Revolving credit facility
GBP (£)
Mar. 31, 2017
Equity Appreciation Rights
Revolving credit facility
USD ($)
Sep. 22, 2017
Magnus
Sep. 22, 2017
Magnus
Revolving credit facility
USD ($)
Sep. 22, 2017
Magnus
Revolving credit facility
KRW (?)
Dec. 31, 2017
Term Loan
Senior Secured Credit Facility
Dec. 31, 2017
Term Loan
Senior Secured Credit Facility
First and Second Year After July 28, 2016
Dec. 31, 2017
Term Loan
Senior Secured Credit Facility
Third And Fourth Year After July 28, 2016
Dec. 31, 2017
Term Loan
Senior Secured Credit Facility
Fifth Year After July 28, 2016
Dec. 31, 2017
Term Loan
Senior Secured Credit Facility
Minimum
Dec. 31, 2017
Term Loan
Senior Secured Credit Facility
Maximum
Dec. 31, 2017
Term Loan
Delayed Draw Term Loan A Facility
Dec. 31, 2016
Term Loan
Delayed Draw Term Loan A Facility
Sep. 22, 2017
Term Loan
Magnus
Sep. 22, 2017
Term Loan
Magnus
USD ($)
Sep. 22, 2017
Term Loan
Magnus
KRW (?)
Line of Credit Facility [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum borrowing capacity
 
 
 
 
 
 
 
 
$ 25,000,000 
$ 20,000,000 
 
 
 
 
$ 275,000,000 
$ 25,000,000 
 
 
 
 
$ 100,000,000 
$ 29,200,000 
$ 24,000,000 
 
$ 375,000,000 
$ 100,000,000 
$ 100,000,000 
 
 
$ 35,000,000 
$ 25,000,000 
£ 30,000,000 
£ 20,000,000 
 
 
$ 9,400,000 
? 10,000,000 
 
 
 
 
 
 
 
 
 
$ 373,700,000 
? 399,200,000 
Contingent maximum increase to Borrowing Capacity
 
 
 
 
200,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured leverage ratio
 
 
 
 
 
2.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Variable rate of interest
 
 
 
 
 
 
1.25% 
2.00% 
 
 
 
 
 
 
 
 
0.50% 
 
 
 
 
 
 
 
 
 
 
1.25% 
2.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3.32% 
2.27% 
 
 
 
Commitment fee of unused portion (as a percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.30% 
 
 
 
0.20% 
0.35% 
 
 
 
 
 
Floor rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leverage ratio basis spread
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.25% 
1.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beneficial Ownership percentage for change of control
 
 
35.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Term of the loan
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3 years 
 
 
Percentage of net cash proceeds of all non ordinary course asset sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
 
 
 
 
 
 
 
Percentage of net proceeds of issuance or incurrence of debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
 
 
 
 
 
 
 
Period of reinvest net cash proceeds from day of receipt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12 months 
 
 
 
 
18 months 
 
 
 
 
 
Percentage of original principal amount payable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.00% 
7.50% 
10.00% 
 
 
 
 
 
 
 
Proceeds from revolver loan facility
 
 
 
 
 
 
 
 
 
 
3,000,000 
4,000,000 
 
 
 
 
 
 
 
 
 
 
 
375,000,000 
 
 
 
 
 
 
 
 
 
47,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash on hand
 
23,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from delayed draw term loan A facility
100,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility
 
 
 
10,200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,300,000 
11,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average interest rate
 
 
 
 
 
 
 
 
 
 
 
 
4.44% 
2.48% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exchange rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,068.27 
1,068.27 
 
 
 
 
 
 
 
 
 
1,068.27 
1,068.27 
Number of shares pledged
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
39,345,151 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of shares pledged
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
52.60% 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loan to Value ratio (as a percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
75.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of grace days to cure breach
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
60 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available borrowing capacity
$ 254,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt and Financing Arrangements - Convertible Notes (Details) (Convertible notes, USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Nov. 1, 2016
Convertible notes
 
 
 
Convertible Notes
 
 
 
Aggregate principal amount
 
 
$ 362.5 
Interest expense, excluding amortization of debt issuance costs
$ 22.6 
$ 27.2 
 
Debt and Financing Arrangements - Secured Floating Rate Notes (Details) (Secured Floating Rate Notes, USD $)
In Millions, unless otherwise specified
Jul. 28, 2016
Secured Floating Rate Notes
 
Debt Instrument [Line Items]
 
Aggregate principal amount
$ 375.0 
Debt and Financing Arrangements - Other Short-Term Borrowings (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Short-term Debt [Line Items]
 
Other short-term borrowings
$ 10,298,000 
Unsecured Debt [Member]
 
Short-term Debt [Line Items]
 
Other short-term borrowings
53,800,000 
Outstanding borrowings
$ 10,300,000 
Weighted average interest rate
0.73% 
Debt and Financing Arrangements - Letters of Credit (Details) (Letters of credit, USD $)
In Millions, unless otherwise specified
Dec. 31, 2017
Dec. 31, 2016
Letters of credit
 
 
Revolving credit facility
$ 14.3 
$ 11.6 
Line of credit secured
11.2 
8.6 
Maximum borrowing capacity
$ 29.2 
$ 24.0 
Debt and Financing Arrangements - Payments of Debt Obligations due by Period (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2017
Payments of Debt Obligations due by Period
 
2018
$ 26,719 
2019
35,625 
2020
38,594 
2021
345,625 
Total
$ 446,563 
Derivative Financial Instruments - Bonds with Common Stock Warrants (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended 1 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Jul. 31, 2016
Fila Korea Ltd
Common Stock Warrants
Jul. 31, 2015
Fila Korea Ltd
Common Stock Warrants
Derivative [Line Items]
 
 
 
 
Exercise price (in dollars per share)
 
 
$ 11.11 
$ 11.11 
Amount of warrants exercised
$ 34,503 
$ 34,503 
$ 34,500 
$ 34,500 
Derivative Financial Instruments - Fair value of foreign exchange derivative instruments in consolidated balance sheets (Details) (Foreign exchange forward contracts, USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2017
Maximum
Dec. 31, 2017
Derivative designated as hedging
Other current assets
Dec. 31, 2016
Derivative designated as hedging
Other current assets
Dec. 31, 2017
Derivative designated as hedging
Other noncurrent assets
Dec. 31, 2016
Derivative designated as hedging
Other noncurrent assets
Dec. 31, 2017
Derivative designated as hedging
Other current liabilities
Dec. 31, 2016
Derivative designated as hedging
Other current liabilities
Dec. 31, 2017
Derivative designated as hedging
Other noncurrent liabilities
Dec. 31, 2016
Derivative designated as hedging
Other noncurrent liabilities
Derivatives, Fair Value [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Term of derivative contract
 
 
24 months 
 
 
 
 
 
 
 
 
Notional amount
$ 278,900,000 
$ 371,200,000 
 
 
 
 
 
 
 
 
 
Asset derivatives
 
 
 
4,675,000 
11,357,000 
562,000 
5,286,000 
 
 
 
 
Liability derivatives
 
 
 
 
 
 
 
$ 6,360,000 
$ 1,106,000 
$ 276,000 
$ 32,000 
Derivative Financial Instruments - Effect of foreign exchange derivative instruments in comprehensive income (loss) and statement of operations (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
Expected reclassification of loss recorded in accumulated other comprehensive loss into earnings during next twelve months
$ 2,100,000 
 
 
Derivative designated as hedging |
Foreign exchange forward contracts
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
Gain (Loss) Recognized in OCI
(15,558,000)
7,014,000 
14,964,000 
Gain (Loss) Recognized in Statement of Operations
(1,403,000)
4,277,000 
30,538,000 
Derivative designated as hedging |
Foreign exchange forward contracts |
Cash flow
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
Gain (Loss) Recognized in OCI
(15,558,000)
7,014,000 
14,964,000 
Derivative designated as hedging |
Cost of goods sold |
Foreign exchange forward contracts
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
Gain (Loss) Recognized in Statement of Operations
1,329,000 
5,194,000 
26,805,000 
Derivative designated as hedging |
Selling, general and administrative |
Foreign exchange forward contracts
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
Gain (Loss) Recognized in Statement of Operations
$ (2,732,000)
$ (917,000)
$ 3,733,000 
Fair Value Measurements - Assets and liabilities at fair value (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2017
Dec. 31, 2016
Liabilities
 
 
Fair value asset, Transfer between Level 1 to Level 2
$ 0 
$ 0 
Fair value asset, Transfer between Level 2 to Level 1
Fair value Liabilities, Transfer between Level 1 to Level 2
Fair value Liabilities, Transfer between Level 2 to Level 1
Level 1
 
 
Assets
 
 
Total assets
12,503 
14,088 
Liabilities
 
 
Total liabilities
1,866 
1,846 
Level 2
 
 
Assets
 
 
Total assets
5,237 
16,643 
Liabilities
 
 
Total liabilities
6,636 
1,138 
Other current assets |
Rabbi trust |
Level 1
 
 
Assets
 
 
Total assets
10,637 
6,994 
Other current assets |
Foreign exchange derivative instruments |
Level 2
 
 
Assets
 
 
Total assets
4,675 
11,357 
Other noncurrent assets |
Rabbi trust |
Level 1
 
 
Assets
 
 
Total assets
 
5,248 
Other noncurrent assets |
Foreign exchange derivative instruments |
Level 2
 
 
Assets
 
 
Total assets
562 
5,286 
Other noncurrent assets |
Deferred compensation program assets |
Level 1
 
 
Assets
 
 
Total assets
1,866 
1,846 
Other current liabilities |
Foreign exchange derivative instruments |
Level 2
 
 
Liabilities
 
 
Total liabilities
6,360 
1,106 
Other noncurrent liabilities |
Foreign exchange derivative instruments |
Level 2
 
 
Liabilities
 
 
Total liabilities
276 
32 
Other noncurrent liabilities |
Deferred compensation program liabilities |
Level 1
 
 
Liabilities
 
 
Total liabilities
$ 1,866 
$ 1,846 
Fair Value Measurements - Reconciliation for liabilities measure at fair value using level 3 (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Reconciliation of Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)
 
Balance at beginning of period
$ 22,884 
Common stock warrant exercise
(28,996)
Total losses included in earnings
$ 6,112 
Pension and Other Postretirement Benefits - (Details) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 12 Months Ended
Nov. 13, 2015
Dec. 31, 2015
Dec. 31, 2017
Minimum
Dec. 31, 2017
Maximum
Pension and Other Postretirement Benefits
 
 
 
 
Age limit
 
 
50 years 
65 years 
Service period
1 year 
 
 
 
Vesting service period
10 years 
 
 
 
Age plus vesting period
70 years 
 
 
 
Cap amount
$ 150,000 
 
 
 
Curtailment gain
 
$ 2,400 
 
 
Pension and Other Postretirement Benefits - Plan assets and funded status (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Change in projected benefit obligation (PBO)
 
 
 
Curtailment gain
 
 
$ 2,400 
Pension Benefits (Underfunded)
 
 
 
Change in projected benefit obligation (PBO)
 
 
 
Projected benefit obligation at beginning of year
284,104 
271,462 
 
Service cost
9,217 
9,787 
 
Interest cost
10,783 
11,077 
 
Actuarial (gain) loss
34,557 
14,095 
 
Settlements
(20,663)
(6,714)
 
Curtailment gain
 
(6,714)
 
Benefit payments
(2,719)
(15,515)
 
Foreign currency translation
1,435 
122 
 
Adjustment for movement from underfunded to overfunded
168 
(210)
 
Projected benefit obligation at end of year
316,882 
284,104 
 
Accumulated benefit obligation at end of year
277,067 
247,009 
 
Change in plan assets
 
 
 
Fair value of plan assets at beginning of year
161,088 
157,729 
 
Return on plan assets
23,757 
7,203 
 
Employer contributions
21,280 
18,335 
 
Settlements
(20,663)
 
 
Benefit payments
(2,719)
(15,515)
 
Adjustment for movement from underfunded to overfunded
194 
 
 
Foreign currency translation
156 
50 
 
Fair value of plan assets at end of year
183,093 
161,088 
 
Funded status (fair value of plan assets less PBO)
(133,789)
(123,016)
 
Pension Benefits (Overfunded)
 
 
 
Change in projected benefit obligation (PBO)
 
 
 
Projected benefit obligation at beginning of year
39,735 
38,287 
 
Service cost (negative)
 
(24)
 
Interest cost
1,049 
1,279 
 
Actuarial (gain) loss
(2,000)
7,711 
 
Settlements
(5,172)
 
 
Benefit payments
(635)
(796)
 
Foreign currency translation
2,659 
(6,932)
 
Adjustment for movement from underfunded to overfunded
(168)
210 
 
Projected benefit obligation at end of year
35,468 
39,735 
 
Accumulated benefit obligation at end of year
34,190 
37,289 
 
Change in plan assets
 
 
 
Fair value of plan assets at beginning of year
45,342 
43,768 
 
Return on plan assets
6,254 
8,280 
 
Employer contributions
1,697 
2,012 
 
Settlements
(5,172)
 
 
Benefit payments
(635)
(796)
 
Adjustment for movement from underfunded to overfunded
(194)
 
 
Foreign currency translation
3,475 
(7,922)
 
Fair value of plan assets at end of year
50,767 
45,342 
 
Funded status (fair value of plan assets less PBO)
15,299 
5,607 
 
Postretirement Benefits
 
 
 
Change in projected benefit obligation (PBO)
 
 
 
Projected benefit obligation at beginning of year
20,264 
20,079 
 
Service cost
955 
888 
1,060 
Interest cost
713 
779 
787 
Actuarial (gain) loss
(5,075)
(572)
 
Plan amendments
 
283 
 
Participants' contributions
355 
921 
 
Benefit payments
(1,160)
(2,114)
 
Projected benefit obligation at end of year
16,052 
20,264 
20,079 
Accumulated benefit obligation at end of year
16,052 
20,264 
 
Change in plan assets
 
 
 
Employer contributions
805 
1,193 
 
Participants' contributions
355 
921 
 
Benefit payments
(1,160)
(2,114)
 
Funded status (fair value of plan assets less PBO)
$ (16,052)
$ (20,264)
 
Pension and Other Postretirement Benefits - Recognized on consolidated balance sheets (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Assets and liabilities recognized on consolidated balance sheets:
 
 
 
Accrued pension and postretirement benefits
$ (130,160,000)
$ (135,339,000)
 
Expected prior service cost (credit) and actuarial (gain) loss will be amortized in next fiscal year
 
 
 
Expected actuarial (gain) loss will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in the next fiscal year
100,000 
 
 
Pension Benefits
 
 
 
Assets and liabilities recognized on consolidated balance sheets:
 
 
 
Other noncurrent assets
15,299,000 
5,607,000 
 
Accrued compensation and benefits
(18,933,000)
(7,149,000)
 
Accrued pension and postretirement benefits
(114,856,000)
(115,867,000)
 
Net amount recognized
(118,490,000)
(117,409,000)
 
Accumulated other comprehensive income (loss) on consolidated balance sheets that have not yet been recognized as components of net periodic benefit cost:
 
 
 
Net actuarial (gain) loss at beginning of year
33,736,000 
18,374,000 
19,878,000 
Current year actuarial (gain) loss
14,554,000 
18,425,000 
17,835,000 
Amortization of actuarial (gain) loss
(804,000)
(485,000)
(1,152,000)
Curtailment impact
 
 
(19,146,000)
Settlement impact
(2,740,000)
(1,124,000)
 
Prior service cost
 
 
1,331,000 
Amortization of prior service cost (credit)
(175,000)
(175,000)
(22,000)
Foreign currency translation
321,000 
(1,279,000)
(350,000)
Net actuarial (gain) loss at end of year
44,892,000 
33,736,000 
18,374,000 
Expected prior service cost (credit) and actuarial (gain) loss will be amortized in next fiscal year
 
 
 
Expected prior service cost (credit) will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in the next fiscal year
200,000 
 
 
Expected actuarial (gain) loss will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in the next fiscal year
2,100,000 
 
 
Postretirement Benefits
 
 
 
Assets and liabilities recognized on consolidated balance sheets:
 
 
 
Accrued compensation and benefits
(748,000)
(784,000)
 
Accrued pension and postretirement benefits
(15,304,000)
(19,480,000)
 
Net amount recognized
(16,052,000)
(20,264,000)
 
Accumulated other comprehensive income (loss) on consolidated balance sheets that have not yet been recognized as components of net periodic benefit cost:
 
 
 
Net actuarial (gain) loss at beginning of year
(8,055,000)
(8,840,000)
(7,270,000)
Current year actuarial (gain) loss
(5,075,000)
(573,000)
(2,228,000)
Amortization of actuarial (gain) loss
601,000 
912,000 
490,000 
Prior service cost
 
283,000 
 
Amortization of prior service cost (credit)
137,000 
163,000 
168,000 
Net actuarial (gain) loss at end of year
(12,392,000)
(8,055,000)
(8,840,000)
Expected prior service cost (credit) and actuarial (gain) loss will be amortized in next fiscal year
 
 
 
Expected prior service cost (credit) will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in the next fiscal year
100,000 
 
 
Expected actuarial (gain) loss will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in the next fiscal year
$ 1,400,000 
 
 
Pension and Other Postretirement Benefits - Periodic benefit cost (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Pension Benefits
 
 
 
Components of net periodic benefit cost
 
 
 
Service cost
$ 9,217 
$ 9,763 
$ 15,683 
Interest cost
11,832 
12,356 
12,338 
Expected return on plan assets
(12,006)
(12,189)
(11,372)
Curtailment Expense (Income)
 
 
(2,421)
Settlement expense
2,740 
1,148 
 
Amortization of net (gain) loss
804 
471 
1,152 
Amortization of prior service cost (credit)
175 
175 
22 
Net periodic benefit cost
12,762 
11,724 
15,402 
Postretirement Benefits
 
 
 
Components of net periodic benefit cost
 
 
 
Service cost
955 
888 
1,060 
Interest cost
713 
779 
787 
Amortization of net (gain) loss
(601)
(912)
(490)
Amortization of prior service cost (credit)
(137)
(163)
(168)
Net periodic benefit cost
$ 930 
$ 592 
$ 1,189 
Pension and Other Postretirement Benefits - Weighted average assumptions (Details)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Weighted average assumptions used to determine net cost for years ended December 31
 
 
 
Expected long-term rate of return on plan assets
5.77% 
 
 
Pension Benefits
 
 
 
Weighted average assumptions used to determine benefit obligations at December 31
 
 
 
Discount rate
3.62% 
4.17% 
 
Rate of compensation increase
4.01% 
4.02% 
 
Weighted average assumptions used to determine net cost for years ended December 31
 
 
 
Discount rate
4.17% 
4.16% 
3.92% 
Expected long-term rate of return on plan assets
5.77% 
6.23% 
6.15% 
Rate of compensation increase
4.02% 
4.07% 
4.05% 
Postretirement Benefits
 
 
 
Weighted average assumptions used to determine benefit obligations at December 31
 
 
 
Discount rate
3.61% 
4.08% 
 
Weighted average assumptions used to determine net cost for years ended December 31
 
 
 
Discount rate
4.08% 
4.30% 
3.90% 
Pension and Other Postretirement Benefits - Healthcare cost trend rates (Details)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Minimum
 
 
 
Assumed healthcare cost trend rates used to determine benefit obligations and net cost:
 
 
 
Healthcare cost trend rate assumed for next year
5.50% 
5.50% 
5.75% 
Maximum
 
 
 
Assumed healthcare cost trend rates used to determine benefit obligations and net cost:
 
 
 
Healthcare cost trend rate assumed for next year
8.50% 
9.00% 
10.00% 
Postretirement Benefits Medical and Prescription Drug
 
 
 
Assumed healthcare cost trend rates used to determine benefit obligations and net cost:
 
 
 
Rate that the cost trend rate is assumed to decline (the ultimate trend rate)
4.50% 
4.50% 
4.50% 
Year that the rate reaches the ultimate trend rate
2024 
2024 
2024 
Pension and Other Postretirement Benefits - One-percentage-point (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
One-percentage-point change in assumed healthcare cost trend rates:
 
 
Effect on total of service and interest cost, one-percentage point increase
$ 73 
$ 104 
Effect on total of service and interest cost, one-percentage point decrease
(65)
(91)
Effect on postretirement benefit obligation, one-percentage point increase
665 
894 
Effect on postretirement benefit obligation, one-percentage point decrease
$ (598)
$ (796)
Pension and Other Postretirement Benefits - Plan assets and type of fair value measurement (Details) (Pension Benefits, USD $)
In Thousands, unless otherwise specified
Dec. 31, 2017
Dec. 31, 2016
Pension and Other Postretirement Benefits
 
 
Fair Value of plan Assets
$ 233,860 
$ 206,429 
Level 2
 
 
Pension and Other Postretirement Benefits
 
 
Fair Value of plan Assets
1,794 
1,628 
Fixed income
 
 
Pension and Other Postretirement Benefits
 
 
Fair Value of plan Assets
1,794 
1,628 
Fixed income |
Level 2
 
 
Pension and Other Postretirement Benefits
 
 
Fair Value of plan Assets
1,794 
1,628 
Commingled funds
 
 
Pension and Other Postretirement Benefits
 
 
Fair Value of plan Assets
$ 232,066 
$ 204,801 
Pension and Other Postretirement Benefits - U.S. defined benefit plan (Details)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Pension and Other Postretirement Benefits
 
 
Future expected blended long-term rate of return on plan assets (as a percent)
5.77% 
 
U.S. defined benefit plan |
Return-seeking investment
 
 
Pension and Other Postretirement Benefits
 
 
Asset allocation (as a percent)
64.00% 
76.00% 
U.S. defined benefit plan |
Liability-hedging investment
 
 
Pension and Other Postretirement Benefits
 
 
Asset allocation (as a percent)
24.00% 
36.00% 
Pension and Other Postretirement Benefits - Estimated Contributions and Estimated Future Retirement Benefit Payments (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Estimated contribution
 
Estimated contribution
$ 40,900,000 
Pension Benefits
 
Estimated Future Retirement Benefit Payments, Year ending December 31,
 
2018
36,506,000 
2019
20,544,000 
2020
22,103,000 
2021
23,751,000 
2022
24,511,000 
Thereafter
138,204,000 
Total
265,619,000 
Postretirement Benefits
 
Estimated Future Retirement Benefit Payments, Year ending December 31,
 
2018
748,000 
2019
828,000 
2020
943,000 
2021
1,078,000 
2022
1,214,000 
Thereafter
7,096,000 
Total
$ 11,907,000 
Pension and Other Postretirement Benefits - International Plans (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Pension and Other Postretirement Benefits
 
 
 
Pension expense
$ 900,000 
$ 1,000,000 
$ 900,000 
Expected actuarial loss that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in next fiscal year
100,000 
 
 
International Plans
 
 
 
Pension and Other Postretirement Benefits
 
 
 
Total projected benefit obligations
53,600,000 
54,400,000 
 
Fair Value of plan Assets
$ 53,600,000 
$ 47,600,000 
 
Pension and Other Postretirement Benefits - Defined Contribution Plans (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Pension and Other Postretirement Benefits
 
 
 
Cash contributions
$ 13.8 
$ 13.0 
$ 9.4 
Income Taxes (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2018
Forecast
Federal statutory income tax rate (as a percent)
35.00% 
21.00% 
Provisional income tax
$ 14.0 
 
Provisional tax rate effect on remeasurement
10.2 
 
Provisional increase of one-time transition tax liability of foreign subsidiaries
8.6 
 
Tax on foreign income
23.8 
 
Foreign tax credit
15.2 
 
unremitted foreign earnings
$ 4.8 
 
Income Taxes - Components of income before income taxes (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Components of income before income taxes:
 
 
 
Domestic operations
$ 61,158 
$ (3,995)
$ (48,544)
Foreign operations
90,518 
93,217 
80,694 
Income before income taxes
$ 151,676 
$ 89,222 
$ 32,150 
Income Taxes - Reconciliation (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Income Taxes
 
 
 
Federal statutory income tax rate (as a percent)
35.00% 
 
 
Reconciliation of income taxes:
 
 
 
Income tax expense computed at federal statutory income tax rate
$ 53,086 
$ 31,229 
$ 11,252 
Foreign taxes, net of credits
(15,545)
(1,804)
418 
Transition tax ( net of federal tax credits generated)
8,593 
 
 
U.S. rate change related to the 2017 Tax Act
10,198 
 
 
Net adjustments for uncertain tax positions
508 
706 
4,731 
State and local taxes
2,031 
(525)
(1,108)
Equity appreciation rights
(765)
372 
693 
Transaction costs
189 
3,078 
414 
Indemnified taxes
(115)
1,594 
(1,106)
Fair value adjustment for common stock warrants
 
3,029 
10,853 
Valuation allowance
(219)
955 
7,872 
Deferred charge
(1,295)
1,009 
807 
Tax credits
(3,240)
(704)
(7,003)
Miscellaneous other, net
1,630 
768 
171 
Tax benefit (expense)
$ 55,056 
$ 39,707 
$ 27,994 
Effective income tax rate (as a percent)
36.30% 
44.50% 
87.10% 
Income Taxes - Unrecognized tax benefit (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Reconciliation of activity related to unrecognized tax benefits, excluding interest and penalties:
 
 
 
Unrecognized tax benefits at beginning of year
$ 11,347,000 
$ 13,120,000 
$ 8,845,000 
Gross reductions - prior year tax positions
(348,000)
(4,457,000)
(333,000)
Gross additions - prior year tax positions
 
1,960,000 
3,045,000 
Gross additions - current year tax positions
1,159,000 
747,000 
1,605,000 
Gross reductions - Acquired tax positions settled with tax authorities
(1,241,000)
 
 
Impact of change in foreign exchange rates
132,000 
 
 
Impact of change in foreign exchange rates
 
(23,000)
(42,000)
Unrecognized tax benefits at end of year
11,049,000 
11,347,000 
13,120,000 
Liability of interest and penalties
2,700,000 
2,300,000 
1,900,000 
Income Tax Expense (Benefit)
55,056,000 
39,707,000 
27,994,000 
Beam Suntory Inc [Member]
 
 
 
Reconciliation of activity related to unrecognized tax benefits, excluding interest and penalties:
 
 
 
Unrecognized tax benefits, would affect the company's future effective tax rate if recognized next 12 months
4,900,000 
5,900,000 
4,200,000 
Liability of interest and penalties
2,700,000 
1,800,000 
1,600,000 
Income Tax Expense (Benefit)
$ 200,000 
$ 2,200,000 
$ 3,000,000 
Income Taxes - Income Tax Expenses (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Current expense (benefit)
 
 
 
United States
$ (906)
$ 3,702 
$ 5,455 
Foreign
28,109 
28,156 
20,351 
Current income tax expense (benefit)
27,203 
31,858 
25,806 
Deferred expense (benefit)
 
 
 
United States
27,770 
9,489 
(152)
Foreign
83 
(1,640)
2,340 
Deferred Income Tax Expense (Benefit), Total
27,853 
7,849 
2,188 
Income tax expense as reported
$ 55,056 
$ 39,707 
$ 27,994 
Income Taxes - Net deferred tax assets (liabilities) (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Deferred tax assets
 
 
 
 
Compensation and benefits
$ 14,060 
$ 22,053 
 
 
Share-based compensation
5,085 
5,474 
 
 
Equity appreciation rights
 
57,146 
 
 
Pension and other postretirement benefits
30,564 
45,926 
 
 
Inventories
10,843 
9,120 
 
 
Accounts receivables
2,016 
2,942 
 
 
Customer sales incentives
2,255 
3,254 
 
 
Transaction costs
1,804 
3,157 
 
 
Other reserves
3,255 
5,764 
 
 
Interest
562 
2,260 
 
 
Miscellaneous
1,224 
1,076 
 
 
Foreign exchange derivative instruments
730 
 
 
 
Net operating loss and other tax carryforwards
103,455 
55,936 
 
 
Gross deferred tax assets
175,853 
214,108 
 
 
Valuation allowance
(25,887)
(21,726)
(20,771)
(13,850)
Net deferred tax asset
149,966 
192,382 
 
 
Deferred tax liabilities
 
 
 
 
Property, plant and equipment
(11,325)
(17,496)
 
 
Identifiable intangible assets
(36,687)
(46,701)
 
 
Foreign exchange derivative instruments
 
(4,076)
 
 
Miscellaneous
(954)
(1,145)
 
 
Total deferred tax liabilities
(48,966)
(69,418)
 
 
Net deferred tax asset
$ 101,000 
$ 122,964 
 
 
Income Taxes - NOL and Tax credit carryforwards (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2017
Dec. 31, 2016
State
 
 
NOL and Tax credit carryfowards
 
 
Net operating loss carryforwards
$ 192.0 
$ 117.2 
Foreign
 
 
NOL and Tax credit carryfowards
 
 
Tax credit carryforwards
72.8 
46.0 
Federal
 
 
NOL and Tax credit carryfowards
 
 
Net operating loss carryforwards
$ 26.4 
 
Income Taxes - Changes in valuation allowance (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Changes in valuation allowance for deferred tax assets:
 
 
 
Valuation allowance at beginning of year
$ 21,726 
$ 20,771 
$ 13,850 
Increases (decreases) recorded to income tax provision
4,161 
955 
6,921 
Valuation allowance at end of year
$ 25,887 
$ 21,726 
$ 20,771 
Interest Expense and Other (Income) Expense, Net (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Interest Expense and Other (Income) Expense, Net
 
 
 
Interest expense - related party
 
$ 28,146 
$ 35,420 
Interest expense - third party
16,907 
23,113 
26,567 
Interest income - third party
(1,198)
(1,351)
(1,693)
Total interest expense, net
15,709 
49,908 
60,294 
Other Nonoperating Income (Expense) [Abstract]
 
 
 
Loss on fair value of common stock warrants
 
6,112 
28,364 
Indemnification (gains) losses
177 
(2,174)
(3,007)
Other gains
(1,254)
(2,232)
(218)
Other (income) expense, net
$ (1,077)
$ 1,706 
$ 25,139 
Redeemable Convertible Preferred Stock (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2017
Redeemable Convertible Preferred Stock
Dec. 31, 2016
Redeemable Convertible Preferred Stock
Nov. 1, 2016
Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
 
 
 
 
 
Outstanding redeemable convertible preferred stock
 
 
 
 
1,838,027 
Par value
 
 
 
 
$ 0.001 
Dividend declared
$ 17,316 
$ 13,747 
$ 17,300 
$ 13,700 
 
Dividend paid
$ 17,316 
$ 13,747 
 
 
 
Common Stock (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2017
Vote
Dec. 31, 2016
Vote
Mar. 31, 2018
Subsequent event
Common stock, shares authorized
500,000,000 
 
 
 
500,000,000 
500,000,000 
 
Common stock, par value (in dollars per share)
$ 0.001 
 
 
 
$ 0.001 
$ 0.001 
 
Number of vote entitled
 
 
 
 
 
Total dividends declared
$ 9,098 
$ 9,146 
$ 9,149 
$ 9,152 
$ 36,545 
 
 
Dividends per Share
$ 0.12 
$ 0.12 
$ 0.12 
$ 0.12 
$ 0.48 
 
 
Dividends declared
 
 
 
 
 
 
$ 0.13 
Equity Incentive Plans - Restricted Stock and Restricted Stock Units (Details) (USD $)
12 Months Ended 1 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Sep. 30, 2017
Chief Operating Officer
Dec. 31, 2017
PSUs
Dec. 31, 2016
PSUs
Dec. 31, 2017
RSUs
Dec. 31, 2016
RSUs
Dec. 31, 2017
Omnibus Incentive 2015 Plan
Dec. 31, 2016
Omnibus Incentive 2015 Plan
PSUs
Dec. 31, 2016
Omnibus Incentive 2015 Plan
PSUs
Minimum
Dec. 31, 2016
Omnibus Incentive 2015 Plan
PSUs
Maximum
Dec. 31, 2017
Omnibus Incentive 2015 Plan
RSUs and PSUs
Dec. 31, 2016
Omnibus Incentive 2015 Plan
RSUs and PSUs
Equity Incentive Plans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share reserved for issuance
7,804,279 
 
 
 
 
 
 
 
4,557,513 
 
 
 
 
 
Number of RSUs and PSUs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at beginning of the period
 
 
 
 
 
 
 
 
 
 
 
 
2,459,166 
 
Granted (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
238,196 
2,459,166 
Vested (in shares)
 
 
 
 
 
 
 
 
 
 
 
(437,188)
 
Forfeited (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
(199,320)
 
Outstanding at end of the period
 
 
 
 
 
 
 
 
 
 
 
 
2,060,854 
2,459,166 
Weighted - Average Fair Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at beginning of the period
 
 
 
 
 
 
 
 
 
 
 
 
$ 20.40 
 
Granted
 
 
 
 
 
 
 
 
 
 
 
 
$ 18.82 
$ 20.40 
Vested
 
 
 
 
 
 
 
 
 
 
 
 
$ 20.33 
 
Forfeited
 
 
 
 
 
 
 
 
 
 
 
 
$ 20.45 
 
Outstanding at end of the period
 
 
 
 
 
 
 
 
 
 
 
 
$ 20.23 
$ 20.40 
Vested at end of the period
 
 
 
 
 
 
$ 7,700,000 
 
 
 
 
 
 
 
Fair Value of grant
 
 
 
3,000,000 
 
 
 
 
 
 
 
 
 
 
Performance period
 
 
 
3 years 
 
 
 
 
 
 
 
 
 
 
Term of award
 
 
 
 
 
 
 
 
 
P3Y 
 
 
 
 
Awards earned as percentage of specified compensation
 
 
 
 
 
 
 
 
 
 
0.00% 
200.00% 
 
 
Unrecognized compensation expense
 
 
 
 
6,100,000 
 
11,800,000 
 
 
 
 
 
 
 
Weighted average period
1 year 4 months 24 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based compensation
$ 15,285,000 
$ 14,494,000 
$ 2,033,000 
 
$ 6,000,000 
$ 6,100,000 
$ 9,300,000 
$ 8,400,000 
 
 
 
 
 
 
Common stock issued, restricted stock awards
 
 
 
 
 
 
437,188 
 
 
 
 
 
 
 
Shares issued to satisfy tax withholding obligations
 
 
 
 
 
 
51,467 
 
 
 
 
 
 
 
Percentage of vesting
 
 
 
33.33% 
 
 
 
 
 
 
 
 
 
 
Equity Incentive Plans - Equity Appreciation Rights (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Aggregate Intrinsic Value
 
 
 
Share-based compensation
$ 15,285,000 
$ 14,494,000 
$ 2,033,000 
Equity Appreciation Rights
 
 
 
Equity Incentive Plans
 
 
 
Accrued compensation and benefits
 
151,500,000 
 
Number of Awards
 
 
 
Outstanding at beginning of the period
7,614,000 
9,180,000 
 
Settled (in shares)
(7,614,000)
(1,566,000)
 
Outstanding at end of the period
 
7,614,000 
9,180,000 
Weighted Average Exercise Price
 
 
 
Outstanding at beginning of the period
$ 19.90 
$ 11.40 
 
Settled
$ (19.90)
$ 11.12 
 
Outstanding at end of the period
 
$ 19.90 
$ 11.40 
Additional Information
 
 
 
Weighted-Average Remaining Contractual Term
 
 
1 year 
Aggregate Intrinsic Value
 
 
 
Outstanding at beginning of the period
151,511,000 
171,712,000 
 
Outstanding at end of the period
 
151,511,000 
171,712,000 
Share-based compensation
 
$ 6,000,000 
$ 45,800,000 
Equity Incentive Plans - Compensation Expense (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Equity Incentive Plans
 
 
 
Share based compensation expense
$ 15,285 
$ 20,541 
$ 51,603 
Income tax benefit
3,158 
6,481 
17,821 
Total compensation expense, net of tax
12,127 
14,060 
33,782 
Cost of goods sold
 
 
 
Equity Incentive Plans
 
 
 
Share based compensation expense
408 
434 
670 
Selling, general and administrative
 
 
 
Equity Incentive Plans
 
 
 
Share based compensation expense
13,687 
18,622 
48,377 
Research and development
 
 
 
Equity Incentive Plans
 
 
 
Share based compensation expense
$ 1,190 
$ 1,485 
$ 2,556 
Accumulated Other Comprehensive Income (Loss), Net of Tax (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Balance at the end of the period
$ (81,691)
$ (90,834)
Foreign Currency Translation Adjustments
 
 
Balance at the beginning of the period
(84,675)
(70,019)
Other comprehensive income (loss) before reclassifications
26,964 
(14,656)
Balance at the end of the period
(57,711)
(84,675)
Gains (Losses) on Foreign Exchange Derivative Instruments
 
 
Balance at the beginning of the period
10,535 
9,166 
Other comprehensive income (loss) before reclassifications
(15,558)
7,014 
Amounts reclassified from accumulated other comprehensive loss
(1,329)
(5,194)
Amounts reclassified from accumulated other comprehensive loss
 
(451)
Tax benefit (expense)
4,072 
 
Balance at the end of the period
(2,280)
10,535 
Gains (Losses) on Available- for-Sale Securities
 
 
Balance at the beginning of the period
1,536 
1,504 
Other comprehensive income (loss) before reclassifications
150 
51 
Amounts reclassified from accumulated other comprehensive loss
 
(19)
Tax benefit (expense)
35 
 
Balance at the end of the period
1,721 
1,536 
Pension and Other Postretirement Adjustments
 
 
Balance at the beginning of the period
(18,230)
(7,885)
Other comprehensive income (loss) before reclassifications
(9,870)
(16,781)
Amounts reclassified from accumulated other comprehensive loss
2,981 
709 
Amounts reclassified from accumulated other comprehensive loss
 
5,727 
Tax benefit (expense)
1,698 
 
Balance at the end of the period
(23,421)
(18,230)
Accumulated Other Comprehensive Loss
 
 
Balance at the beginning of the period
(90,834)
(67,234)
Other comprehensive income (loss) before reclassifications
1,686 
(24,372)
Amounts reclassified from accumulated other comprehensive loss
1,652 
(4,485)
Amounts reclassified from accumulated other comprehensive loss
 
5,257 
Tax benefit (expense)
5,805 
 
Balance at the end of the period
$ (81,691)
$ (90,834)
Nets Income per Common Share - Computation of basic and diluted net income per common share (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Net Income per Common Share
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Acushnet Holdings Corp
$ 11,666 
$ 9,318 
$ 33,016 
$ 38,114 
$ (179)
$ (5,526)
$ 27,055 
$ 23,662 
$ 92,114 
$ 45,012 
$ (966)
Less: dividends earned by preferred shareholders
 
 
 
 
 
 
 
 
 
(11,576)
(13,785)
Allocation of undistributed earnings to preferred shareholders
 
 
 
 
 
 
 
 
 
(10,247)
 
Net income (loss) attributable to common stockholders - basic
 
 
 
 
 
 
 
 
92,114 
23,189 
(14,751)
Adjustments to net income for dilutive securities
 
 
 
 
 
 
 
 
 
16,475 
 
Net income (loss) attributable to common stockholders - diluted
 
 
 
 
 
 
 
 
$ 92,114 
$ 39,664 
$ (14,751)
Weighted average number of common shares:
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
 
74,399,836 
31,247,643 
19,939,293 
Diluted
 
 
 
 
 
 
 
 
74,590,999 
64,323,742 
19,939,293 
Net income (loss) per common share attributable to Acushnet Holdings Corp.:
 
 
 
 
 
 
 
 
 
 
 
Basic
$ 0.16 
$ 0.13 
$ 0.44 
$ 0.51 
$ (0.02)
$ (0.38)
$ 0.62 
$ 0.53 
$ 1.24 
$ 0.74 
$ (0.74)
Diluted
$ 0.16 
$ 0.12 
$ 0.44 
$ 0.51 
$ (0.02)
$ (0.38)
$ 0.39 
$ 0.35 
$ 1.23 
$ 0.62 
$ (0.74)
Net Income per Common Share - Calculation of diluted weighted average common shares outstanding (Details)
12 Months Ended
Dec. 31, 2016
Series A preferred stock
Dec. 31, 2015
Series A preferred stock
Dec. 31, 2015
Stock options
Dec. 31, 2016
Warrants to purchase common stock
Dec. 31, 2015
Warrants to purchase common stock
Dec. 31, 2015
Convertible notes
Dec. 31, 2017
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount
13,807,486 
16,542,243 
1,089 
1,807,171 
4,891,887 
32,624,820 
360,659 
Segment Information - Reconciliation (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
item
Dec. 31, 2016
Dec. 31, 2015
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Number of reportable segments
 
 
 
 
 
 
 
 
 
 
Income from operations
$ 26,370 
$ 18,265 
$ 57,385 
$ 64,288 
$ 7,608 
$ 9,606 
$ 66,437 
$ 57,185 
$ 166,308 
$ 140,836 
$ 117,583 
Depreciation and amortization
 
 
 
 
 
 
 
 
40,871 
40,834 
41,702 
Reconciling items:
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
 
 
 
 
 
 
 
 
(15,709)
(49,908)
(60,294)
EAR expense
 
 
 
 
 
 
 
 
 
(6,047)
(45,814)
Loss on fair value of common stock warrants
 
 
 
 
 
 
 
 
 
(6,112)
(28,364)
Transaction fees
 
 
 
 
 
 
 
 
686 
16,817 
2,141 
Income before income taxes
 
 
 
 
 
 
 
 
151,676 
89,222 
32,150 
Operating segments
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total net sales
 
 
 
 
 
 
 
 
1,560,258 
1,572,275 
1,502,958 
Income from operations
 
 
 
 
 
 
 
 
165,728 
165,133 
168,382 
Titleist golf balls |
Operating segments
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total net sales
 
 
 
 
 
 
 
 
512,041 
513,899 
535,465 
Income from operations
 
 
 
 
 
 
 
 
76,870 
76,236 
92,507 
Depreciation and amortization
 
 
 
 
 
 
 
 
25,545 
26,104 
26,962 
Titleist golf clubs |
Operating segments
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total net sales
 
 
 
 
 
 
 
 
397,987 
430,966 
388,304 
Income from operations
 
 
 
 
 
 
 
 
31,031 
50,500 
33,593 
Depreciation and amortization
 
 
 
 
 
 
 
 
7,233 
7,021 
7,060 
Titleist golf gear |
Operating segments
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total net sales
 
 
 
 
 
 
 
 
142,911 
136,208 
129,408 
Income from operations
 
 
 
 
 
 
 
 
16,584 
12,119 
12,170 
Depreciation and amortization
 
 
 
 
 
 
 
 
1,425 
1,250 
1,368 
FootJoy golf wear |
Operating segments
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total net sales
 
 
 
 
 
 
 
 
437,455 
433,061 
418,852 
Income from operations
 
 
 
 
 
 
 
 
26,380 
18,979 
26,056 
Depreciation and amortization
 
 
 
 
 
 
 
 
6,058 
5,759 
5,540 
Other
 
 
 
 
 
 
 
 
 
 
 
Reconciling items:
 
 
 
 
 
 
 
 
 
 
 
Other
 
 
 
 
 
 
 
 
2,343 
2,973 
381 
Other |
Operating segments
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total net sales
 
 
 
 
 
 
 
 
69,864 
58,141 
30,929 
Income from operations
 
 
 
 
 
 
 
 
14,863 
7,299 
4,056 
Depreciation and amortization
 
 
 
 
 
 
 
 
$ 610 
$ 700 
$ 772 
Segment Information - Geographical areas (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Revenues from External Customers and Long-Lived Assets [Line Items]
 
 
 
Total net sales
$ 1,560,258 
$ 1,572,275 
$ 1,502,958 
Total long-lived assets
228,922 
239,748 
 
United States
 
 
 
Revenues from External Customers and Long-Lived Assets [Line Items]
 
 
 
Total net sales
789,879 
804,516 
805,470 
Total long-lived assets
148,678 
157,884 
 
EMEA
 
 
 
Revenues from External Customers and Long-Lived Assets [Line Items]
 
 
 
Total net sales
205,200 
210,088 
201,106 
Total long-lived assets
9,669 
8,619 
 
Japan
 
 
 
Revenues from External Customers and Long-Lived Assets [Line Items]
 
 
 
Total net sales
201,264 
219,021 
182,163 
Total long-lived assets
770 
628 
 
Korea
 
 
 
Revenues from External Customers and Long-Lived Assets [Line Items]
 
 
 
Total net sales
200,394 
175,956 
144,956 
Total long-lived assets
3,782 
1,811 
 
Rest of world
 
 
 
Revenues from External Customers and Long-Lived Assets [Line Items]
 
 
 
Total net sales
163,521 
162,694 
169,263 
Total long-lived assets
66,023 
70,806 
 
Thailand
 
 
 
Revenues from External Customers and Long-Lived Assets [Line Items]
 
 
 
Total long-lived assets
$ 53,800 
$ 57,800 
 
Commitments and Contingencies - Purchase Commitments (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2017
Commitments and Contingencies
 
2018
$ 141,278 
2019
10,188 
2020
3,737 
2021
405 
2022
$ 2 
Commitments and Contingencies - Lease Commitments (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Commitments and Contingencies
 
 
 
Lessor Leasing Arrangements, Operating Leases, Term of Contract
1 year 
 
 
Lessor Leasing Arrangements, Operating Leases, Renewal Term
5 years 
 
 
Cost (in percentage)
20.00% 
 
 
Deprecated Value (in percentage)
20.00% 
 
 
Future minimum rental payments under noncancelable operating lease
 
 
 
2018
$ 12,119,000 
 
 
2019
10,286,000 
 
 
2020
8,447,000 
 
 
2021
6,247,000 
 
 
2022
4,228,000 
 
 
Thereafter
14,418,000 
 
 
Total minimum rental payments
55,745,000 
 
 
Total rental expense for all operating leases
$ 16,300,000 
$ 16,500,000 
$ 15,800,000 
Commitments and Contingencies - Contingencies and Litigation (Details) (USD $)
0 Months Ended
Jun. 21, 2016
Dec. 31, 2017
Commitments and Contingencies
 
 
Loss Contingency, Receivable
 
$ 8,700,000 
Litigation
 
 
Litigation Settlement, Amount
972,288 
 
Litigation Settlement Interest
494,859 
 
Collectability of receivables
 
 
Commitments and Contingencies
 
 
Loss Contingency, Receivable
 
$ 16,600,000 
Unaudited Quarterly Financial Data (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Unaudited Quarterly Financial Data
 
 
 
 
 
 
 
 
 
 
 
Net sales
$ 351,392 
$ 347,263 
$ 427,988 
$ 433,615 
$ 329,761 
$ 339,318 
$ 463,261 
$ 439,935 
$ 1,560,258 
$ 1,572,275 
$ 1,502,958 
Gross profit
178,500 
172,968 
222,909 
226,415 
167,994 
166,902 
237,960 
225,869 
800,792 
798,725 
775,838 
Income from operations
26,370 
18,265 
57,385 
64,288 
7,608 
9,606 
66,437 
57,185 
166,308 
140,836 
117,583 
Net income
12,318 
10,634 
34,038 
39,630 
1,247 
(4,402)
27,478 
25,192 
96,620 
49,515 
4,156 
Net income (loss) attributable to Acushnet Holdings Corp
$ 11,666 
$ 9,318 
$ 33,016 
$ 38,114 
$ (179)
$ (5,526)
$ 27,055 
$ 23,662 
$ 92,114 
$ 45,012 
$ (966)
Net income (loss) per common share attributable to Acushnet Holdings Corp.:
 
 
 
 
 
 
 
 
 
 
 
Basic
$ 0.16 
$ 0.13 
$ 0.44 
$ 0.51 
$ (0.02)
$ (0.38)
$ 0.62 
$ 0.53 
$ 1.24 
$ 0.74 
$ (0.74)
Diluted
$ 0.16 
$ 0.12 
$ 0.44 
$ 0.51 
$ (0.02)
$ (0.38)
$ 0.39 
$ 0.35 
$ 1.23 
$ 0.62 
$ (0.74)