2019
Annual Report
Dear Valued Shareholder,
One golfer at a time. This is an internal mantra that reflects our long-view mindset to enrich
dedicated golfers’ experience with our products and build our brands. Our focus is to demonstrate the
value of our products and earn golfers’ trust. This is the essence of who we are, how we have
become stewards of some of the game’s most revered brands and how we have delivered sustainable
results for all of our stakeholders.
Simon Sinek’s book The Infinite Game contains many compelling excerpts that speak to building a
business for the long term. One of them stands out and parallels how we think about Acushnet
Company:
“The game of business fits the very definition of an infinite game…There is no finish
line, no practical end to the game…The primary objective is to keep playing, to
perpetuate the game…And when everyone focuses on the infinite vision, it not only
drives innovation, but it also drives up the numbers. What’s more, the inspiration,
innovation, cooperation, brand loyalty and profits that result from infinite minded
leadership serve companies not just in times of stability but also in times of instability. A
company built for resilience is a company that is structured to last forever.”
For more than 80 years, Acushnet Company has been playing an infinite game – one which is
primarily focused on how our products benefit the dedicated golfers who buy them and how our
associates ensure that our brands and business will be in an even stronger place for the next
generation. 2019 was a stellar year for Acushnet Company, and we are pleased here to report the
highlights of how we advanced our product technologies, strengthened our global leadership
position, pursued product adjacencies through acquisition and delivered excellent results.
New Product Innovation
We launched new Titleist Pro V1 and Pro V1x golf balls, designed to deliver more speed, more
precision and more consistency, with wide golfer acceptance in all global markets. Golf Ball R&D
also engineered an experimental multi-layer, thermoplastic urethane (TPU) covered ball which we
successfully test marketed in the 4th quarter.
Titleist clubs launched the new T-series irons in the second half of 2019, powered by our new Max
ImpactTM technology, as well as TS hybrids and U-Series utilities. Titleist gear launched the new
Players series stand bags and, to great acclaim, our LINKSMASTERTM series golf bags. FootJoy
introduced new FlexTM and FuryTM footwear models and grew our apparel category globally.
Validation at the Game’s Highest Levels
We have always seen our pyramid of influence as the ultimate validation of performance and quality
excellence. Our approach has been validated as the best players in the world, through their equipment
choices, affirm whether we have met or exceeded their expectations. The 2019 Titleist ball count on
worldwide professional tours was 73%, more than eight times our nearest competitor. At year-end,
70 of the top 100 players in the Official World Golf Rankings trusted Titleist, an approximately 40%
increase from when Pro V1 was first launched.
We strengthened our pyramid position with Titleist clubs as TS drivers were #1 on the PGA Tour,
while TS metals and T-Series irons earned their place in Titleist brand ambassadors’ bags. In the 4th
quarter, we launched Vokey SM8 wedges on tour to our fastest adoption rate yet. Scotty Cameron
putters were trusted by the winners of the Masters, PGA Championship and U.S. Open
Championship.
Smart Acquisitions
From time to time, we carefully consider acquisitions that focus on premium performance products,
appeal to dedicated golfers and complement our existing brand portfolio. In 2019, we acquired
KJUS, a premium global golf and ski sportswear company with an uncompromising commitment to
performance and quality.
Our Scorecard
Our powerful family of brands combined to grow sales to nearly $1.7 billion, an increase of 2.9%,
and nearly 5% in constant currency. Gross profits and margins also increased with Adjusted
EBITDA* of just over $240 million, representing a 4% increase over the previous period. We also
returned over $70 million to shareholders through our dividend and share repurchase programs.
2020 Priorities
It is with momentum and renewed purpose that we enter 2020. The product innovation and
manufacturing engines have prepared for an exciting array of new products such as AVX and Tour
Soft balls, Vokey SM8 wedges, Scotty Cameron Special Select putters, TS metals, FJ Pro|SL and
Tour X footwear models, and KJUS Gemini rainwear.
Yet we are living in unprecedented times. Globally, the world is unified in its goal to contain the
threat of COVID-19 and mitigate the impact this will have on all of our lives, personally and
professionally. One of our company’s greatest strengths is our culture of continuous improvement,
performance excellence and perseverance. As we always have, we will do the right thing for the
right reason with the long view in mind.
On behalf of the entire Acushnet Holdings Corp. team, including the Board of Directors and all of
my fellow associates, we thank you for your investment and we will work hard to continue to earn
your trust.
Sincerely,
David Maher
President and Chief Executive Officer
*For a reconciliation of Adjusted EBITDA to net income attributable to Acushnet Holdings Corp. (the most directly comparable
GAAP financial measure), see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in our 10-K included in this Annual Report.
Forward-Looking Statements
This Annual Report, including our President and CEO’s letter to shareholders, includes forward-
looking statements that reflect our current views with respect to, among other things, our industry,
business strategy, goals and expectations concerning our market position, future operations,
margins, profitability, capital expenditures, liquidity and capital resources, other financial and
operating information and the impact of COVID-19 on the foregoing. We use words like “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “future,” “will,” “seek,” and
similar terms and phrases to identify forward-looking statements. The forward-looking statements
contained in this Annual Report are based on management’s current expectations and are subject to
uncertainty and changes in circumstances. We cannot assure you that future developments affecting
us will be those that we have anticipated. Actual results may differ materially from these expectations
due to changes in global, regional or local economic, business, competitive, market, regulatory and
other factors, many of which are beyond our control, including, for example, risks and uncertainties
with respect to the duration and impact of COVID-19. For additional information, please see the
Special Note Regarding Forward-Looking Statement and the section entitled “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February
27, 2020 (enclosed herein), as it may be updated by our periodic reports subsequently filed with the
SEC. Should one or more of these risks or uncertainties materialize, or should any of our
assumptions prove incorrect, our actual results may vary in material respects from those projected in
these forward-looking statements.
Any forward-looking statement made by us in this Annual Report speaks only as of the date of this
Annual Report. Factors or events that could cause our actual results to differ may emerge from time
to time, and it is not possible for us to predict all of them. We may not actually achieve the plans,
intentions or expectations disclosed in our forward-looking statements and you should not place
undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the
potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments or other
strategic transactions we may make. We undertake no obligation to publicly update or review any
forward-looking statement, whether as a result of new information, future developments or otherwise,
except as may be required by any applicable securities laws.
ACUSHNE I HOLDINGS CORP.
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FOLLOWING IS THE COMPANY’S ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-37935
Acushnet Holdings Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
45-2644353
(I.R.S. Employer Identification No.)
333 Bridge Street
Fairhaven, Massachusetts
(Address of principal executive offices)
02719
(Zip Code)
(800) 225-8500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
Securities registered pursuant to Section 12(g) of the Act:
GOLF
None
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b 2 of the Exchange
Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No
As of the last business day of the registrant's most recently completed second fiscal quarter June 30, 2019, the aggregate market value of the registrant's common stock held
by non-affiliates was approximately $903.6 million. The registrant's common stock trades on the New York Stock Exchange under the symbol “GOLF”.
The registrant had 74,383,716 shares of common stock outstanding as of February 21, 2020.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the Registrant’s Annual
General Meeting of Shareholders, to be held on June 8, 2020, will be incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III. The
definitive proxy statement will be filed with the SEC not later than 120 days after the registrant’s fiscal year ended December 31, 2019.
TABLE OF CONTENTS
Part I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Item 6. Selected Consolidated Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Part IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. 10 K Summary
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i
In this Annual Report on Form 10(cid:3)K, the terms “Acushnet,” “we,” “us,” “our” and the “Company” refer to Acushnet Holdings
Corp. and its consolidated subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10(cid:3)K contains “forward-looking statements” within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by that
section. These forward-looking statements are included throughout this report, including in the sections entitled “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and relate to matters such as
our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability,
capital expenditures, liquidity and capital resources and other financial and operating information. We have used the words
“anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “future,” “will,” “seek,” “foreseeable” and similar terms and phrases to identify forward-looking statements in this
report, although not all forward-looking statements use these identifying words.
The forward-looking statements contained in this report are based on management’s current expectations and are
subject to uncertainty and changes in circumstances. We cannot assure you that future developments affecting us will be those
that we have anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local
economic, business, competitive, market, regulatory and other factors, many of which are beyond our control. We believe that
these factors include, but are not limited to those identified in the section entitled “Risk Factors.”
These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary
statements that are included in this report. Should one or more of these risks or uncertainties materialize, or should any of our
assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking
statements.
Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events
that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We
may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not
place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of
any future acquisitions, mergers, dispositions, joint ventures, investments or other strategic transactions we may make. We
undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by any applicable securities laws.
INDUSTRY AND MARKET DATA
Within this Annual Report on Form 10(cid:3)K, we reference information and statistics regarding the golf industry and the
golf equipment, wear and gear markets. We have obtained certain of this information and statistics from various independent
third-party sources, including independent industry publications, reports by market research firms and other independent
sources for the most recent available date. We believe that these external sources and estimates are reliable, but have not
independently verified them. Certain of this information and statistics are based on our good faith, reasonable estimates, which
are derived from our review of internal surveys and independent sources. In addition, projections, assumptions and estimates of
the future performance of the golf industry and our future performance are necessarily subject to uncertainty and risk due to a
variety of factors, including those described in “Risk Factors” and “Forward-Looking Statements.” These and other factors
could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.
WEBSITE DISCLOSURE
We use our website (www.acushnetholdingscorp.com) as a channel of distribution of company information. The
information we post through this channel may be material. Accordingly, investors should monitor this channel, in addition to
following our press releases, Securities and Exchange Commission (“SEC”) filings and public conference calls and webcasts.
In addition, you may automatically receive e-mail alerts and other information about Acushnet Holdings Corp. when you enroll
your e-mail address by visiting the “Resources” section of our website at https://www.acushnetholdingscorp.com/investors/
resources. In addition, on our website, we post the following filings free of charge as soon as reasonably practicable after they
are electronically filed with or furnished to the SEC: our annual reports on Form 10-K, our proxy statements, our quarterly
reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act. The contents of our website are not, however, a part of this report.
ii
TRADEMARKS, TRADE NAMES AND SERVICE MARKS
This Annual Report on Form 10(cid:3)K includes trademarks, trade names and service marks that we either own or license,
such as “Titleist,” “FootJoy,” “Pro V1,” “Pro V1x,” "AVX," “FJ,” “Pinnacle,” “Scotty Cameron,” "TS," “Vokey Design,” and
"KJUS" which are protected under applicable intellectual property laws. Solely for convenience, trademarks, trade names and
service marks referred to in this report may appear without the ®, ™ or SM symbols, but such references are not intended to
indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable
licensor to these trademarks, trade names and service marks. This report may also contain trademarks, trade names and service
marks of other parties, and we do not intend our use or display of other parties’ trademarks, trade names or service marks to
imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by,
these other parties.
iii
ITEM 1. BUSINESS
Overview
PART I
We are the global leader in the design, development, manufacture and distribution of performance driven golf
products, which are widely recognized for their quality excellence. Our mission—to be the performance and quality leader in
every golf product category in which we compete—has remained consistent since we entered the golf ball business in 1932.
Today, we are the steward of two of the most revered brands in golf—Titleist, one of golf’s leading performance equipment
brands, and FootJoy, one of golf’s leading performance wear brands. Titleist has been the #1 ball in professional golf for over
70 years and FootJoy has been the #1 shoe on the PGA Tour for over six decades.
Our target market is dedicated golfers, who are the cornerstone of the worldwide golf industry. These dedicated golfers
are avid and skill biased, prioritize performance and commit the time, effort and money to improve their game. We believe our
focus on innovation and process excellence yields golf products that represent superior performance and consistent product
quality, which are the key attributes sought after by dedicated golfers. Many of the game’s professional players, who represent
the most dedicated golfers, prefer our products thereby validating our performance and quality promise, while also driving
brand awareness. We seek to leverage a pyramid of influence product and promotion strategy, whereby our products are the
most played by the best players, creating aspirational appeal for a broad range of golfers who want to emulate the performance
of the game’s best players.
Dedicated golfers view premium golf shops, such as on course golf shops and golf specialty retailers, as preferred
retail channels for golf products of superior performance and product quality. As a result, we have committed to being one of
the preferred and trusted partners to premium golf shops worldwide. We believe this commitment provides us a retail
environment where our product performance and quality advantage can most effectively be communicated to dedicated golfers.
In addition, we also service other qualified retailers that sell golf products to consumers worldwide.
Our vision is to consistently be regarded by industry participants, from dedicated golfers to the golf shops that serve
them, as the best golf company in the world. We have established leadership positions across all major golf equipment and golf
wear categories under our globally recognized brands.
For the year ended December 31, 2019, we recorded net sales of $1,681.4 million, net income attributable to Acushnet
Holdings Corp. of $121.1 million and Adjusted EBITDA of $240.1 million. See “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” Item 7 of Part II, included elsewhere in this report, for a reconciliation of
Adjusted EBITDA to net income attributable to Acushnet Holdings Corp., the most directly comparable GAAP financial
measure.
Corporate History
Acushnet Company was originally founded as “Acushnet Process Company” in Acushnet, Massachusetts by Phil
“Skipper” Young in 1910 and our golf business was established in 1932. In 1976, Acushnet Company was acquired by
American Brands, Inc. (the predecessor company of Beam Suntory, Inc. (“Beam”)). We acquired FootJoy in 1985. In July
2011, Acushnet Holdings Corp. (at the time known as Alexandria Holdings Corp.), an entity owned by Fila Holdings Co.,
formerly known as Fila Korea Co., Ltd., (“Fila”) and certain financial investors, acquired Acushnet Company from Beam. We
completed an initial public offering of our common stock in November 2016.
Our Core Focus
Dedicated Golfers
Our target market is dedicated golfers, who are avid and skill biased, prioritize performance and commit the time,
effort and money to improve their game. We believe that dedicated golfers are generally the most consistent purchasers of golf
products as we believe they are the most discerning and most likely to invest in premium performance equipment and golf
wear.
1
Product Platform
Leveraging the success of our golf ball and golf shoe businesses, while maintaining the core values of the Titleist and
FootJoy brands, we have strategically entered into product categories such as golf clubs, wedges, putters, golf gloves, golf gear
and golf wear with an objective of being the performance and quality leader.
Since the dedicated golfer views each performance product category on its own merits, we have approached each
category on its own terms by committing the necessary resources to become a performance and quality leader in each product
category where we participate. As a result, we have built an industry leading platform across all performance product
categories, driving a market differentiating mix of consumable products, which we consider to be golf balls and golf gloves,
which collectively represented 40% of our net sales in 2019, and more durable products, which we consider to be golf clubs,
golf shoes, golf apparel and golf gear, which collectively represented 60% of our net sales in 2019.
We operate under the following four reportable segments: Titleist golf balls; Titleist golf clubs; Titleist golf gear; and
FootJoy golf wear, which represented approximately 33%, 26%, 9% and 26%, respectively, of net sales in 2019. For further
information surrounding the principal products of each reportable segment, see “Our Products” further below. Financial
information for our segments, including sales by geographic area, is included in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” Item 7 of Part II, included elsewhere in this report and in “Notes to
Consolidated Financial Statements – Note 20 – Segment Information,” Item 8 of Part II, included elsewhere in this report.
Pyramid of Influence
The game of golf is learned by observation and imitation, and golfers improve their own performance by attempting to
emulate highly skilled golfers. Golfers are influenced not only by how other golfers swing but also with what they swing and at
what they swing. This is the essence of golf’s pyramid of influence, which is deeply ingrained in the mindset of the dedicated
golfer. At the top of the pyramid is the most dedicated golfer, who attempts to make a living playing the game professionally.
Adoption by most of the best golfers, whose professional success depends on their performance, validates the quality, features
and benefits of using the best performing products. This, in turn, creates aspirational appeal for golfers who want to emulate the
performance of the best players. Our primary marketing strategy is for our products to be the most played by the best players,
including both professional and amateur golfers. We believe this strategy has proven to be enduring and effective in the
long term and is not dependent on the transient success of a few elite players at any given point in time.
Innovation Leadership
We believe innovation is critical to dedicated golfers as they depend on the ability of new and innovative products to
drive improved performance. We currently employ an R&D team of nearly 200 scientists, chemists, engineers and technicians.
We also introduce new product innovations at a cadence that best aligns with the typical dedicated golfer’s replacement cycle
within each product category.
Operational Excellence
The requirements of the game lead the dedicated golfer to seek out products of superior performance and consistency.
We own or control the design, sourcing, manufacturing, packaging and distribution of our products. In doing so, we are able to
exercise control over every step of the manufacturing process and supply chain operations, thereby setting the standard for
quality and consistency. We have developed and refined distinct and independently managed supply chains for each of our
product categories.
Route to Market Leadership
As one of the preferred partners to premium golf shops, we seek to ensure that the performance benefits derived from
using our products are showcased and our products are properly merchandised. As we see our retail partners as a critical
connection to dedicated golfers, we place great emphasis on building strong relationships and trust with them. This is the
reason our sales associates are expected not simply to be salespeople, but to function as golf experts and enthusiasts in their
respective territories who advise and assist our retail partners to better serve their customers. We help generate golfer demand
and sell through via in shop merchandising, promotions and advertising, and also provide product education to club
professionals, coaches and instructors. Lastly, we place a strong focus on golfer engagement, starting with fitting and trial
initiatives across our balls, clubs and shoes categories. We offer custom products across categories to meet the varying needs of
golfers' skill levels, personal styles and preferences.
2
Market Overview and Opportunity
Market Overview
In 2019, there were over 50 million golfers worldwide playing over 800 million rounds annually on over 31,000 golf
courses, and our addressable market, comprised of golf equipment, golf wear and golf gear, represented approximately
$12 billion in retail sales and approximately $8 billion in wholesale sales. The United States accounted for over 40% of our
addressable market, followed by Japan and Korea collectively accounting for over 30% of our addressable market, each in
2019. We believe the number of rounds of golf played by our target market of dedicated golfers has remained stable over the
past few years.
We view emerging economies as attractive long(cid:3)term opportunities based on our assessment of the five collectively
necessary and sufficient conditions for a country to embrace golf: (1) sizeable middle(cid:3)class population; (2) educational
infrastructure; (3) places to play and practice; (4) professional success that inspires the local golfers; and (5) corporate support.
We believe the golf industry is mainly driven by golfer demographics, dedicated golfers, weather and economic
conditions.
Golfer Demographics. Golf is a recreational activity that requires time and money. The golf industry has been
principally driven by the age cohort of 30 and above, primarily “gen(cid:3)x” (age 40 to 54) and “baby boomers” (age 55 to 75), who
have the time and money to engage in the sport. Since a significant number of baby boomers have yet to retire, we anticipate
growth in spending from this demographic, as it has been demonstrated that rounds of play increase significantly as those in
this cohort reach retirement. Further, we also believe that the percentage of women golfers will continue to grow, as a higher
percentage of new golfers in recent years has been women. Beyond the gen(cid:3)x and baby boomer generation, another promising
development in golf has been the generational shift with millennial golfers making their marks at both professional and amateur
levels and, in 2019, accounting for 25% of golfers overall in the U.S.
Dedicated Golfers. Dedicated golfers are largely older millennials, gen(cid:3)x and baby boomers who have demonstrated
the propensity to pay a premium for products that help them perform better. We believe dedicated golfers, who comprise our
target market, will continue to be a key driver for the global golf industry.
Weather Conditions. Weather conditions determine the number of playable days in a year and thus influence the
amount of time people spend on golf. Weather conditions in most parts of the world, including our primary geographic markets,
generally restrict golf from being played year(cid:3)round, with many of our on(cid:3)course customers closed during the cold
weather months. Therefore, favorable weather conditions generally result in more playable days in a given year and more golf
rounds played, which generally results in increased demand for all golf products.
Economic Conditions. The state of the economy influences the amount of money people spend on golf. Golf
equipment, including clubs, shoes, balls and accessories, is recreational in nature and is therefore a discretionary purchase for
consumers. Consumers are generally more willing to make discretionary purchases of golf products when economic conditions
are favorable and when consumers are feeling confident and prosperous.
Our Growth Strategies
We plan to continue to pursue organic growth initiatives across all product categories, brands, geographies and
marketing channels.
Introduce New Products and Extend Market Share Leadership in Equipment Categories. We expect to sustain our
strong performance in our core categories of golf balls, golf clubs and golf shoes through several targeted strategies:
•
Titleist Golf Balls. We continually invest in design innovation and process technology to deliver the highest
performance and quality golf balls in the game. We strive to strengthen our sell-in and sell-through route to
market capabilities by focusing on enhancing our sales team's skills, supporting trade partners in those channels
where dedicated golfers shop, and educating golfers on Titleist golf ball performance and quality excellence. We
also offer custom imprinting for country clubs, tournaments, corporate logos and personalization. My Titleist, an
online golf shop, provides golfers with the opportunity to create and purchase their own golf balls with special
play numbers, logos or personalization.
3
•
•
Titleist Clubs, Wedges and Putters. We intend to continue to launch innovative, high performance golf clubs by
further leveraging Titleist clubs’ R&D excellence in all club categories. To enhance the golfer experience, we
plan to continue highly focused consumer connection initiatives, promote and encourage custom fitting and trial,
and offer best-in-class custom manufacturing capabilities. We intend to continue to also develop and offer
concept and limited edition products to showcase advanced technologies and we intend to continue to dedicate the
resources necessary to ensure that Vokey Design wedges and Scotty Cameron putters remain golf's leaders in
short game performance, technology, craftsmanship and selection.
FootJoy Footwear. We continue to invest in design and innovation to bring golf-specific performance
advancements to the footwear category. With the launch of several new models in 2020, we plan to enrich our
consumer connection initiatives with digital content, product trial and fit experiences in key global markets.
Additionally, we have enhanced our MyJoys personalization platform, which supports millions of unique design
combinations, to provide unique, personalized experiences for golfers around the world.
Increase Penetration in Golf Gear and Wear Categories. We intend to build on the brand loyalty that the dedicated
golfer has developed for our Titleist ball and club categories and FootJoy shoe, glove and apparel categories in order to increase
our penetration in the adjacent categories of golf gear and golf wear. We expect to continue to drive growth across these
categories by employing the following initiatives:
•
•
•
•
•
•
Titleist Golf Gear. We are committed to providing dedicated golfers with golf gear—including golf bags,
headwear, gloves, travel gear, head covers and other accessories—of performance and quality excellence that is
faithful to the Titleist brand promise. We continue to make investments in design and engineering resources and
leverage dedicated player research methodologies and insights to drive product excellence in these product
categories. Also, we seek to drive our custom and special edition product offerings and, in 2019, we enhanced our
direct to consumer sales of golf bags, headwear, gloves, travel gear, headcovers and other accessories via our
online golf shop.
FootJoy Apparel. We remain committed to bringing style, performance, and innovation to the golf apparel
category. In addition to our seasonal apparel collections, we plan to launch new outerwear products to meet the
performance expectations of the most demanding players and "make every day playable." We plan to continue to
work with select players on the PGA and European PGA Tour who trust the FJ brand to perform at the highest
levels.
FootJoy eCommerce Launch. FootJoy has established eCommerce websites in the U.S., Canada and certain
European markets. Japan joined that list in 2019. Over 7,000 SKUs are offered across all FootJoy categories,
including shoes, gloves and apparel. The eCommerce initiative is expected to yield incremental sales and
profitability, and enriched data on preferences and trends, as well as foster a deeper and more real time connection
with dedicated golfers.
Links & Kings. In 2018, we acquired Links & Kings, a brand focused on the design and handcrafted production
of luxury leather golf and lifestyle products. We intend to increase sales of Links & Kings products by increasing
production capacity and leveraging our existing distribution channels.
KJUS Outerwear and Apparel. In the third quarter of 2019, we acquired KJUS, a brand which designs golf, ski
and lifestyle apparel made of innovative, high-performance material with a distinctive, clean design. KJUS
entered the golf outerwear and apparel markets less than a decade ago with a focus on comfort, freedom of
movement and all-weather protection. We intend to continue to invest in design and innovation to deliver
performance advancements in KJUS outerwear and apparel.
Titleist Apparel. Titleist introduced apparel in Korea, Japan and China with a focus on innovative performance
and styling which is specifically designed for these markets using localized go-to-market strategies. We continue
to invest in innovative designs and performance fabrics to bring advancements to the apparel category in the
markets where Titleist apparel is sold.
Strategically Pursue Global Growth. The Titleist and FootJoy brands are both global brands. While we believe that
near term growth will be primarily driven by the developed economies, emerging economies represent longer term growth
opportunities. To meet future demand, we are ensuring that local capabilities and expertise in sales, customer service,
merchandising, online presence, golf education and fitting initiatives are in place to support our operations. We continue to hire
local talent across all functions in order to better position Titleist and FootJoy products in those markets where participation and
popularity of the sport are expected to increase.
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We also evaluate acquisition opportunities from time to time and, in July 2019, acquired KJUS, a premium
performance ski and golf apparel company.
Our Products
We design, manufacture and market a broad range of products under the Titleist, FootJoy and KJUS brands. These
brands are recognized as industry leaders in performance, quality, innovation and design. Our products include golf balls, golf
clubs, wedges and putters, golf shoes, golf gloves, golf gear and golf and ski outerwear and apparel.
Titleist
We design, manufacture and sell golf balls, golf clubs, wedges and putters and golf gear under the Titleist brand. Net
sales of Titleist products for the years ended December 31, 2019, 2018 and 2017 were $1,211.0 million, $1,194.0 million, and
$1,122.8 million, respectively, in each case approximately 72% of our total net sales.
Titleist Golf Balls
Titleist is the #1 ball in golf. The Titleist golf ball was founded with the purpose of designing and manufacturing a
golf ball that was performance superior and quality superior to all other balls available in the market. We believe the golf ball is
the most important piece of equipment in the game, as it is the only piece of equipment used by every player for each shot in
the round. The golf ball category also generates the largest portion of our sales and profits. Since its introduction in 2000, the
Titleist Pro V1 has been the best selling golf ball globally. Launched on the PGA Tour in October 2000 and introduced to the
consumer market in December 2000, the first Pro V1 golf ball represented the coalescence of three of Titleist's industry leading
technologies: large solid core; multi-component construction; and high performance, thermoset cast urethane elastomer covers.
In its first four months, the Pro V1 golf ball became the best selling golf ball and holds that position to this day. In 2003, the
first Pro V1x golf ball was brought to market and with its four-piece, dual core design, produced higher launch characteristics
and a different spin profile than Pro V1. Both Pro V1 and Pro V1x are designed to provide total performance for golfers at
every level of the game and best demonstrate Titleist's design, innovation and technology leadership.
In 2019, we introduced new versions of Pro V1 and Pro V1x, both designed to leave the clubface with more ball speed
and lower long game spin for more distance, while providing short game control that helps golfers shoot lower scores. We
believe that golfers have appreciated the performance benefits of more speed, precision and consistency, along with soft feel
and long lasting durability. Complementing Pro V1 and Pro V1x is a new high performance golf ball in the Titleist product line,
Pro V1x Left Dash. In mid-2019, we offered this customized performance option via special order, previously only having
made it available on the worldwide professional tours. Pro V1x Left Dash meets the performance needs of a select group of
players seeking high flight with even lower long game spin. We believe the Pro V1 franchise delivers the highest and most
consistent performance in the game as validated by both the overwhelming usage and trust of players throughout the pyramid
of influence and market place success.
New for 2020 is an advanced version of the Titleist AVX golf ball, first introduced in a test market in the fall of 2017
and, after resounding golfer acceptance, launched globally in mid-2018. With a larger core, thicker casing layer and thinner
cover, new AVX is designed to provide longer driver and iron distance along with enhanced short game spin and control.
Also new in 2020 are new versions of the Tour Soft and Velocity golf ball models. Both models provide best-in-class
performance through technology and process innovations. Tour Soft has been re-engineered to deliver even more distance,
more stopping power in the short game and a soft, responsive feel. New Velocity is designed to help golfers get every yard.
TruFeel is Titleist's softest compression golf ball and provides excellent distance and greenside control. The Pinnacle brand
completes the Acushnet golf ball portfolio with its two major models, Rush and Soft. Competing in the price segment, the
Pinnacle brand allows the Titleist brand to focus on the premium performance and performance segments of the market. It also
helps to support the thousands of golf shops that choose to exclusively stock Titleist and Pinnacle golf balls and offer golf balls
in each market segment to their golfers.
Net sales of Titleist golf balls for the years ended December 31, 2019, 2018 and 2017 were $551.6 million, $524.0
million, and $512.0 million, respectively, in each case approximately 33% of our total net sales.
We are also a leader in custom imprinted golf balls. This includes printing high quality reproductions of corporate
logos, tournament logos, country club or resort logos, and personalization on Titleist and Pinnacle golf balls. Our service
includes design capabilities, special packaging options and fast turnaround times. The majority of custom imprinting is done for
corporate logos, as there has long been a strong connection between the business community and golf. Custom imprinted golf
balls represented approximately 30% of our global net golf ball sales for the year ended December 31, 2019.
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Titleist Golf Clubs, Wedges and Putters
We design, assemble and sell golf clubs (drivers, fairways, hybrids and irons) under the Titleist brand, wedges under
the Vokey Design brand and putters under the Scotty Cameron brand. The mission of our golf club business is to design and
develop the best performing golf clubs in the world for dedicated golfers. We believe dedicated golfers do not buy brands
across categories but seek out best(cid:3)in(cid:3)class products in each category. This is the reason we have partnered with dedicated
engineers and craftsmen such as Bob Vokey and Scotty Cameron, who understand the nuances, subtleties and impact mechanics
of their respective golf club categories. Titleist golf clubs, Vokey Design wedges and Scotty Cameron putters are widely used
by professional and competitive amateur players, which validates the products’ performance and quality excellence. We are also
committed to a leading club fitting and trial platform to maximize dedicated golfers’ performance experience.
We view and operate the Titleist golf club business in three distinct categories: clubs (which includes drivers,
fairways, hybrids and irons), wedges and putters. Our products are generally priced at or above the premium price points in the
marketplace, driven by higher(cid:3)end technologies (including design, materials and processes) we employ to generate superior
quality and performance. We have different models within each category to address the distinct performance needs of our
dedicated golfer target audience.
Net sales of Titleist golf clubs, wedges and putters for the years ended December 31, 2019, 2018 and 2017 were
$434.4 million, $445.3 million, and $398.0 million, respectively, in each case approximately 26% of our total net sales.
Titleist Clubs
Our current global club line consists of the TS product line of drivers, fairways and hybrids, and the T Series and 620
product lines of irons. Every product in our club line features premium, tour proven stock shafts and grips, complemented by a
broad range of custom options.
Titleist TS drivers, fairways and hybrids are designed to deliver superior performance through tour proven
technologies that increase ball speed, decrease spin, and optimize flight without sacrificing forgiveness. We design our drivers
and fairways to deliver complete performance with tour preferred looks, sound and feel, and we offer the ability to precisely fit
individual golfers’ needs.
Titleist T Series irons are innovative, technologically advanced products designed to deliver distance, forgiveness,
proper shot control and feel. While we offer stock set configurations for our iron sets, a significant portion of our worldwide
iron sales are custom fit to help deliver a better fit and performance. Our 620 MB and CB irons are classic, fully forged blade
type irons largely preferred by highly skilled golfers.
Vokey Design Wedges
Bob Vokey champions the Titleist wedge effort by creating high performance wedges to meet the demands of
dedicated golfers and the best players in the world. The Vokey Design wedge product offering is a compilation of the most
popular wedges resulting from Bob Vokey’s hands on work with golf’s best players to develop shapes and soles that address
varying techniques and course conditions. In total, we offer 23 unique loft, sole grind and bounce combinations and three
unique finishes to create golf’s most complete wedge product performance range. In addition, Vokey’s online Wedgeworks
program promotes limited edition models and allows golfers to customize and personalize their wedges. Vokey Design wedges
are the most played wedges by tour professionals.
Scotty Cameron Putters
Scotty Cameron Fine Milled Putters are developed through a specialized and iterative process that blends art and
science to create high performance putters. Scotty’s design inspiration begins with studying the best players in the world and
working with them to identify the consistent strengths and attributes of their putting. Scotty Cameron encourages a selection
process that identifies the putter length, toe flow and appearance to deliver proper balance, shaft flex and feel to golfers and to
encourage proper technique. Scotty Cameron putters consist of a range of products for each of these key selection criteria.
Using the scottycameron.com website as an information and services hub, we offer the opportunity to connect more
closely with the Scotty Cameron brand. Golfers can customize and personalize their putter(s) in the online Scotty Cameron
Custom Shop. Through the popular “Club Cameron” loyalty program and Scotty’s online “Studio Store,” brand fans can
purchase unique Scotty Cameron accessories. In 2014, we also opened the Scotty Cameron Gallery in Encinitas, California, and
in 2016, we entered into a license agreement whereby a third party opened and operates a similar facility in Tokyo, Japan. Each
of these facilities is a premium retail boutique which offers consumers the ability to experience the tour fitting process as well
as purchase unique accessory items.
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Titleist Golf Gear
Titleist Golf Gear is a matrix of distinct categories across golf bags, headwear, golf gloves, travel products, headcovers
and other golf accessories. We participate in golf categories where the dedicated player expects us to be and provide dedicated
players with products of performance and quality excellence faithful to the Titleist brand promise.
We started building our golf gear infrastructure in 2015, transitioning from third-party product creation and supply
chain dependency to where we now exercise more control over the design, engineering, product specifications, and quality
assurance of our finished Titleist golf gear products. Titleist golf gear products are designed and engineered using premium
materials, paying particular attention to superior performance, function and style. We seek to provide and continually evolve
our customization and personalization opportunities across the product portfolio of Titleist golf gear in order to meet the needs
of the dedicated players. We believe the golf gear business represents a sizable but highly fragmented opportunity with
numerous competitors in each product category and geographical market.
Titleist Golf Bags
Titleist Golf Bags have an array of models across price points with designs ranging from those to be carried to those
designed for golf carts, each with an array of functional differences and a bevy of materials and colors. Titleist golf bags are
used on professional tours throughout the world and are relied upon by players globally to support their game. The Titleist
Players Stand Bag collection is our leading bag franchise, customized and sold by leading golf courses across the globe.
Titleist successfully introduced the LINKSMASTER Series of golf premium golf bags globally in 2019.
Titleist Golf Headwear
Titleist Golf Headwear has been recognized on the professional golf tours for decades. Titleist golf headwear provides
both function and fashion appeal across a multitude of models providing rain and sun protection as well as trend designs for the
dedicated player. We have established key product franchises in our headwear assortment with a variety of functions for both
men and women including the Tour Performance, the Nantucket and the Tour Aussie. We seek to constantly elevate and
innovate the performance and quality of our headwear while keeping the design and colors fresh and appealing to the dedicated
player.
Titleist golf gear accounted for net sales of $150.0 million, $146.1 million and $142.9 million for the years ended
December 31, 2019, 2018 and 2017, respectively, in each case approximately 9% of our total net sales.
FootJoy Golf Wear
FootJoy is one of golf’s leading performance wear brands, which consists collectively of golf shoes, gloves and
apparel. Net sales of FootJoy products for the years ended December 31, 2019, 2018 and 2017 were $441.9 million, $439.7
million, and $437.5 million, respectively, 26%, 27% and 28% of our total net sales, respectively.
FootJoy Golf Shoes
FootJoy is the #1 shoe in golf and has been the #1 shoe on the PGA Tour for over six decades. With an exclusive focus
on golf, FootJoy shoes are designed, developed and manufactured for all golfers in all golf shoe categories, including
traditional, casual, athletic and spikeless.
The golf shoe category is one of the most demanding of all wearables, as golf shoes must perform in all weather
conditions, including extreme temperature and moisture exposure; be resistant to pesticides and fungicides; withstand frequent
usage and extensive rounds of play; and provide consistent comfort, support and protection to the golfer in an average of over
five miles in a walked round. Hence, golf shoes require extensive knowledge and expertise in foot morphology, walking and
swing biomechanics, material science and application and sophisticated manufacturing and construction techniques.
Golf shoes are also a style and fashion driven category. FootJoy offers a large assortment of styles to suit the needs
and tastes of all golfers. The breadth and scope of the FootJoy product line is commensurate with its leading sales position. To
maintain and grow this leadership position in the category, new product launches and new styles comprise approximately 50%
of its offerings each year in all significant markets around the world.
In addition to its stock offerings, FootJoy is a leader in the customization of golf shoe styles and designs. FootJoy’s
MyJoys custom golf shoe portal provides individual choices for style, color, personal IDs and team logos that are produced to
order for golfers around the world. We believe it is the largest choice offering in the golf shoe category and provides a service
and personal expression capability that creates brand loyalty and repeat purchases.
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FootJoy Gloves
FootJoy is the #1 glove in golf. FootJoy is the leader in sales for all sub(cid:3)categories of the glove business, including
leather construction, synthetic, leather/synthetic combinations and all specialty gloves, including rain and winter specific
offerings.
FootJoy Outerwear and Apparel
FootJoy’s most recent brand extensions have been the entry into the golf outerwear and men's and women's golf
apparel markets. FootJoy’s goal for outerwear is to “make every day playable” and extend the golf season by providing
products for rain, wind and cold conditions. FootJoy entered the outerwear category in 1996 with innovative designs and
materials, became the leader in net sales in the United States by 2005 and still holds this position today.
KJUS
In July 2019, we acquired KJUS, a Swiss-based manufacturer of premium performance ski and golf apparel and
outerwear. The KJUS brand was born from an uncompromising commitment to performance, following brand namesake Lasse
Kjus’s historic feat at the 1999 World Ski Championships, where he medaled in each of the Championships’ five disciplines.
KJUS was founded with a vision to make the finest and most technologically advanced skiwear and the belief that cutting edge
innovation could lead to improved performance. KJUS has today grown to be a leader in technical performance wear. Building
upon this technical performance, KJUS entered the golf outerwear and apparel markets with a focus on comfort, freedom of
movement and all-weather protection, and it has achieved an enthusiastic following with performance-minded golfers and a
premium positioning at leading golf shops worldwide.
Product Launch Cycles
We maintain differentiated and disciplined product launch cycles across our portfolio, which we believe has
contributed to stable and resilient growth over the long(cid:3)run. This approach gives our R&D teams a period of time we believe is
necessary to develop superior performing products versus prior generation models. As a result, we are able to manage our
product transitions and inventory from one generation to the next more efficiently and effectively, both internally and with our
trade partners.
Product introductions generally stimulate net sales as the golf retail channel takes on inventory of new products.
Reorders of these new products then depend on the rate of sell(cid:3)through. Announcements of new products can often cause our
customers to defer purchasing additional golf equipment until our new products are available. The varying product introduction
cycles may cause our results of operations to fluctuate as each product line has different volumes, prices and margins.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Key Factors
Affecting our Results of Operations – Product Life Cycles,” Item 7 of Part II to this report, for further information surrounding
our product launch cycles.
Manufacturing
Our manufacturing processes and management of supply chain operations ensure consistency of product performance
and quality. We own or control the design, sourcing, manufacturing, packaging and distribution of our products.
Our manufacturing network is comprised of our owned facilities and partners around the globe. Our scale and global
reach are intended to enable us to maximize cost efficiency, reduce lead time, provide regional customization and gain insights
into local markets.
We have three company(cid:3)owned and operated golf ball manufacturing facilities, two located in the United States and
one in Thailand, encompassing approximately 600,000 total square feet with sufficient production capacity to meet anticipated
growth. We also have local custom golf ball imprinting operations in the United States, Japan, Canada, the United Kingdom
(servicing the U.K., Ireland and continental Europe), Korea and China. We utilize local vendors for imprinting capabilities in
other geographic markets.
We assemble clubs at six global locations, allowing us to provide custom fitted golf clubs with regional customization
with efficient turnaround times. Each of our six custom manufacturing locations is responsible for supply chain execution for
golf clubs and wedges, from forecast generation to component procurement to club assembly and distribution, allowing each
region to respond to market specific needs or trends. Scotty Cameron putters are assembled solely at our Carlsbad, California
manufacturing facility.
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We own and operate the largest golf glove manufacturing operation in the world in Chonburi, Thailand, where we
manufacture both FootJoy and Titleist golf gloves. The factory produces over 10 million FootJoy and Titleist gloves annually.
Nearly all of our FootJoy golf shoes are manufactured in a 525,000 square foot facility in Fuzhou, China, owned by a
joint venture in which we have a 40% interest with the remaining 60% owned by our long(cid:3)standing Taiwan supply partners. In
our consolidated financial statements, we consolidate the accounts of this joint venture, which is a variable interest entity
("VIE"). The joint venture was established in 1995 and has been in its current facility since 2000. The sole purpose of the joint
venture is to manufacture our golf shoes and as such we are deemed to be the primary beneficiary of the VIE. The multi(cid:3)floor/
multi(cid:3)building complex owned by the joint venture is devoted exclusively to FootJoy golf shoes, has production capacity of
nearly five million pairs per annum. See “Notes to Consolidated Financial Statements– Note 2– Summary of Significant
Accounting Policies – Variable Interest Entities,” Item 8 of Part II included elsewhere in this report, for a discussion of our
FootJoy golf shoe joint venture and the material terms of the agreement which governs such joint venture arrangement.
Sales and Distribution
Our accounts consist of premium golf shops, which include on(cid:3)course golf shops and golf specialty retailers, as well as
other qualified retailers that sell golf products to consumers worldwide. We have a selective sales and distribution strategy,
differentiated by product line and geography, which focuses on effectively serving those accounts that provide best access to
our dedicated golfer target market in each geographic market.
We operate, and have our own field sales representation, in those countries that represent the substantial majority of
golf equipment and wearable sales, including the United States, Japan, Korea, the United Kingdom, Canada, Germany, Sweden,
France, Greater China, Australia, New Zealand, Thailand, Singapore, Malaysia and Switzerland. In other countries in which we
sell our products, we rely on select distributors in order to deepen our reach into those markets. Each country administers its
own in(cid:3)country channel of distribution strategy given the unique characteristics of each market.
Our sales and distribution takes a “category management” approach that encompasses all aspects of customer service
and fulfillment, including product selection; space and display planning; sales staff training; and inventory control and
replenishment. Each sales representative advises on topics such as shop layout, merchandise display techniques and effective
use of signage and product information and methods of improving inventory turns and sales conversions through
merchandising. Our sales force has been recognized worldwide for its professionalism and service excellence.
We employ nearly 370 sales representatives worldwide, who are compensated through a combination of salary and a
performance bonus. We currently service nearly 28,000 direct accounts worldwide. In both our direct sales and distributor
markets, our trade partners are subject to our redistribution policy.
Supplementing our core field sales partnerships are Internet(cid:3)based initiatives. In the U.S. in 2016, we launched
FootJoy and Titleist eCommerce websites. In Canada and certain European markets in 2017 and in Japan in 2019, we launched
FootJoy eCommerce websites. In the U.S. in 2018, we launched an eCommerce website for FootJoy's luxury brand,
FJ1857.com and, in the United Kingdom and Japanese markets, we launched eCommerce websites for Titleist golf balls.
Marketing
Throughout our history, we believe our commitment to marketing has helped further elevate our brands and strengthen
our reputation for product performance and quality, with a particular focus on the perception of dedicated golfers. Our strategy
is to deliver equipment that is superior in performance and quality, validated by the pyramid of influence. It is best(cid:3)in(cid:3)class
performance and quality products that earn and maintain dedicated golfers’ loyalty and trust. Our marketing strategy, developed
and refined over many years, is to reinforce this loyalty and trust, driving connectivity with our brands.
Raw Materials
Where possible, we use multiple suppliers or multiple production facilities, some with geographic separation, to
reduce the risk of raw material shortages but, in some instances, we rely on a sole or limited number of third-party suppliers
and manufacturers for raw materials. Our highest raw material consumption for golf balls, in order, is polybutadiene, ionomers,
zinc diacrylate, urethane, and coatings. We source the raw materials for our golf glove and golf shoe businesses, and certain of
the components for our golf shoe business, from third-party suppliers. Our golf club team employs the primary materials of
steel, titanium, and aluminum and has five custom manufacturing locations around the globe with each being responsible for
supply chain execution, allowing each region to respond to market specific needs or trends. For our golf gear and FootJoy and
KJUS apparel businesses, we source the finished products from select third-party vendors that have the necessary quality
capabilities.
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Seasonality
Weather conditions in most parts of the world, including our primary geographic markets, generally restrict golf from
being played year(cid:3)round, with many of our on(cid:3)course customers closed during the cold weather months. In general, during the
first quarter, we begin selling our products into the golf retail channel for the new golf season. This initial sell(cid:3)in generally
continues into the second quarter. Our second(cid:3)quarter sales are significantly affected by the amount of sell(cid:3)through, in
particular the amount of higher value discretionary purchases made by customers, which drives the level of reorders of the
products sold during the first quarter. Our third(cid:3)quarter sales are generally dependent on reorder business, and are generally
lower than the second quarter, as many retailers begin decreasing their inventory levels in anticipation of the end of the golf
season. Our fourth(cid:3)quarter sales are generally less than the other quarters due to the end of the golf season in many of our key
markets, but can also be affected by key product launches, particularly golf clubs. This seasonality, and therefore quarter to
quarter fluctuations, can be affected by many factors, including the timing of new product introductions as discussed in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Key Factors Affecting our Results
of Operations – Product Life Cycles,” Item 7 of Part II to this report, as well as weather conditions. This seasonality affects
sales in each of our reportable segments differently. In general, however, because of this seasonality, a majority of our sales and
most of our profitability generally occurs during the first half of the year.
Research and Product Development
Innovating within a highly regulated environment presents unique challenges and opportunities that require a
significant investment in people, facilities and financial resources, with separate dedicated R&D teams for each product
category. We have six R&D facilities and/or test centers supported by nearly 200 scientists, chemists, engineers and technicians
in aggregate. We are committed to continuous improvement and each R&D team is tasked to develop technology that will
deliver better quality and performance products in each generation.
For the years ended December 31, 2019, 2018 and 2017 we invested $51.6 million, $51.5 million and $47.2 million,
respectively, in R&D.
Patents, Trademarks and Licenses
We consider our patents and trademarks to be among our most valuable assets. We are dedicated to protecting the
innovations created by our R&D teams by developing broad and deep patent and trademark portfolios across all product
categories.
As a result, we have strong patent positions across our product categories and innovation spaces in which we operate,
and have become the leader in obtaining golf ball and golf club patents worldwide. In addition, we believe we have more
combined golf shoe and golf glove utility patents than all competitors combined. We have over 1,000 active U.S. utility patents
in golf balls, nearly 500 active U.S. utility patents in golf clubs, wedges and putters and over 370 active patents in golf shoes
and gloves worldwide.
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The following charts show our percentage of golf ball and golf club patents obtained in the last five years compared to
our peers.
Golf Ball (967 Patents)
Golf Club (1,486 Patents)
Utility Patents: 2015-2019
We own or license a large portfolio of trademarks, including for Titleist, Pro V1, Pro V1x, AVX, Union Green,
Pinnacle, AP1, AP2, TS, T Series, CNCPT, Vokey Design, Scotty Cameron, FootJoy, FJ, DryJoys, StaSof, ProDry and KJUS.
We protect our trademarks by obtaining registrations where appropriate and opposing or cancelling material infringements. We
also have rights in several common law marks.
Competition
There are unique aspects to the competitive dynamic in each of our product categories.
The golf ball business is highly competitive. There are a number of well established and well financed competitors,
including Callaway, SRI Sports Limited (Dunlop and Srixon brands) and Bridgestone (Bridgestone and Precept brands).
The golf club, wedge and putters markets in which we compete are also highly competitive and are served by a
number of well established and well financed companies with recognized brand names, including Callaway, TaylorMade and
Ping.
For golf balls and golf clubs, wedges and putters, we generally compete on the basis of technology, quality,
performance and customer service.
In the golf gear market, there are numerous competitors in each product category and geographical market. Titleist
golf gear generally competes on the basis of quality, performance, styling and customer service.
FootJoy’s significant worldwide competitors in golf shoes include Nike, Adidas and Ecco. FootJoy’s primary
worldwide competitors in golf gloves include Callaway, Nike, TaylorMade and Adidas and a significant number of smaller
companies with regional offerings and specialized golf glove products. In the golf apparel category, FootJoy has numerous
competitors in each geographical market, including Nike, Adidas and Under Armour. FootJoy products generally compete on
the basis of quality, performance, styling and price.
Environmental Matters
Our operations and properties are subject to federal, state and local environmental laws and regulations that impose
limitations on the discharge of pollutants into the environment and establish standards for the handling, generation, emission,
release, discharge, treatment, storage and disposal of certain materials, substances and wastes and the remediation of
environmental contaminants. In the ordinary course of our manufacturing processes, we use paints, chemical solvents and other
11
materials, and generate waste by(cid:3)products that are subject to these environmental laws. We have incurred expenses in
connection with environmental compliance.
We are also involved in ongoing investigations with federal and state environmental protection agencies, but do not
expect to incur future material costs for past and current environmental issues. See "Risk Factors - We are subject to
environmental, health and safety laws and regulations, which could subject us to liabilities, increase our costs or restrict our
operations in the future."
Regulation
The Rules of Golf
The Rules of Golf set forth the rules of play and the rules for equipment used in the game of golf. The first
documented rules of golf date to 1744 and the modern Rules of Golf have been in place for over 100 years. Dedicated golfers
respect the traditions of the game and play by the Rules of Golf. As a result, premium(cid:3)positioned products are designed and
manufactured to conform to the Rules of Golf.
The United States Golf Association, or the USGA, is the governing body for golf in the United States and Mexico. The
USGA, in conjunction with the Royal and Ancient, or R&A, in St. Andrews, Scotland, writes, interprets and maintains the
Rules of Golf. The R&A is the governing body for golf in all jurisdictions outside of the United States and Mexico. The R&A
jointly writes, interprets and maintains the Rules of Golf with the USGA.
In addition to their role as rule makers, both the USGA and R&A conduct national championships and are involved in
other efforts to maintain the history of golf and promote the health of the game.
The Rules of Golf set the standards and establish limitations for the design and performance of all balls and clubs.
Many new regulations on golf balls and golf clubs have been introduced in the past 10 to 15 years, which we believe was one
of the most active periods for golf equipment regulation in the history of golf.
Golf Balls
Historically, the USGA and R&A have regulated the size, weight, spherical symmetry, initial velocity and overall
distance performance of golf balls. The overall distance standard was last revised in 2004.
Golf Clubs
The USGA and R&A have also focused on golf club regulations. In 1998, a limitation was placed on the spring(cid:3)like
effect of driver faces. In 2003, limits were placed on club head dimensions and volume, as well as shaft length. In 2007, club
head moment of inertia was limited. A rule change to allow greater adjustability in golf clubs went into effect on January 1,
2008. In August 2008, the USGA and R&A adopted a rule change further restricting golf club grooves by reducing the groove
volume and limiting the groove edge angle allowable on irons and wedges. This rule change will not apply to most golfers until
January 1, 2024. It was implemented on professional tours beginning in 2010 and was implemented in elite amateur
competitions beginning in 2014. All products manufactured after December 31, 2010 must comply with the new groove
specifications.
Our Position
In response to this regulatory dynamic, our senior management and R&D teams spend significant time and effort in
developing and maintaining relationships with the USGA and R&A. We are an active participant in discussions with the ruling
bodies regarding potential new rules and the rule making process. More importantly, our R&D teams are driven to innovate and
continuously improve product technology and performance within the Rules of Golf. The development and protection of these
innovations through aggressive patenting are essential to competing in the current market. As a long(cid:3)time industry participant
and market leader, we are well(cid:3)positioned to continue to outperform the market in a rules constrained environment.
Employees
As of December 31, 2019, we employed 5,213 associates worldwide. The geographic concentration of associates is as
follows: 2,330 in the Americas, 477 in EMEA, and 2,406 employed in Asia Pacific. None of our associates are represented by a
union. We believe that relations with our associates are positive.
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(cid:3)ITEM 1A.
RISK FACTORS
You should carefully consider each of the following risk factors, as well as the other information in this report,
including our consolidated financial statements and the related notes and “– Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” Item 7 of Part II, included elsewhere in this report. If any of the following
risks actually occurs, our business, financial condition and results of operations could be materially adversely affected. In that
event, the market price of our common stock could decline significantly and you could lose all or part of your investment. The
risks described below are not the only risks we face. Additional risks we are not presently aware of or that we currently believe
are immaterial could also materially adversely affect our business, financial condition and results of operations.
Risks Related to Our Business and Industry
A reduction in the number of rounds of golf played or in the number of golf participants could materially adversely affect
our business, financial condition and results of operations.
We generate substantially all of our sales from the sale of golf related products, including golf balls, golf clubs, golf
shoes, golf gloves, golf gear and golf apparel. The demand for golf related products in general, and golf balls in particular, is
directly related to the number of golf participants and the number of rounds of golf being played by these participants. If golf
participation or the number of rounds of golf played declines, sales of our products may be adversely impacted, which could
materially adversely affect our business, financial condition and results of operations.
Unfavorable weather conditions may impact the number of playable days and rounds played in a given year.
Weather conditions in most parts of the world, including our primary geographic markets, generally restrict golf from
being played year round, with many of our on course customers closed during the cold weather months and, to a lesser extent,
during the hot weather months. Unfavorable weather conditions in our major markets, such as a particularly long winter, a cold
and wet spring, or an extremely hot summer, would impact the number of playable days and rounds played in a given year,
which would result in a decrease in the amount spent by golfers and golf retailers on our products, particularly with respect to
consumable products such as golf balls and golf gloves. In addition, unfavorable weather conditions and natural disasters can
adversely affect the number of custom club fitting and trial events that we can perform during the key selling period. Unusual
or severe weather conditions throughout the year, such as storms or droughts or other water shortages, can negatively affect
golf rounds played both during the events and afterward, as weather damaged golf courses are repaired and golfers focus on
repairing the damage to their homes, businesses and communities. Consequently, sustained adverse weather conditions,
especially during the warm weather months, could impact our sales, which could materially adversely affect our business,
financial condition and results of operations. Adverse weather conditions may have a greater impact on us than other golf
equipment companies as we have a large percentage of consumable products in our product portfolio, and the purchase of
consumable products is generally more dependent on the number of rounds played in a given year.
Consumer spending habits and macroeconomic factors may affect the number of rounds of golf played and related spending
on golf products.
Our products are recreational in nature and are therefore discretionary purchases for consumers. Consumers are
generally more willing to spend their time and money to play golf and make discretionary purchases of golf products when
economic conditions are favorable and when consumers feel confident and prosperous. Discretionary spending on golf and the
golf products we sell is affected by consumer spending habits as well as by many macroeconomic factors, including general
business conditions, stock market prices and volatility, corporate spending, housing prices, interest rates, the availability of
consumer credit, taxes and consumer confidence in future economic conditions. Consumers may reduce or postpone purchases
of our products as a result of shifts in consumer spending habits as well as during periods when economic uncertainty increases,
disposable income is lower, or during periods of actual or perceived unfavorable economic conditions. A future significant or
prolonged decline in general economic conditions or uncertainties regarding future economic prospects that adversely affects
consumer discretionary spending, whether in the United States or in our international markets, could result in reduced sales of
our products, which could materially adversely affect our business, financial condition and results of operations.
Demographic factors may affect the number of golf participants and related spending on our products.
Golf is a recreational activity that requires time and money and different generations and socioeconomic and ethnic
groups use their leisure time and discretionary funds in different ways. Golf participation among younger generations and
certain socioeconomic and ethnic groups may not prove to be as popular as it is among the current “gen x” (age 40 – 54) and
“baby boomer” (age 55 – 75) generations. If golf participation or the number of rounds of golf played declines, due to factors
such as demographic changes in the United States and our international markets or lack of interest in the sport among young
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people or certain socioeconomic and ethnic groups, sales of our products could be negatively impacted, which could materially
adversely affect our business, financial condition and results of operations.
A significant disruption in the operations of our manufacturing, assembly or distribution facilities could materially
adversely affect our business, financial condition and results of operations.
We rely on our manufacturing facilities in the United States, Thailand and China and assembly and distribution
facilities in many of our major markets, certain of which constitute our sole manufacturing facility for a particular product
category, including our joint venture facility in China where substantially all of our golf shoes are manufactured and our facility
in Thailand where we manufacture the majority of our golf gloves. Because substantially all of our products are manufactured
and assembled in and distributed from a few locations, our operations could be interrupted by events beyond our control,
including:
•
•
•
•
•
•
•
•
•
•
power loss or network connectivity or telecommunications failure or downtime;
equipment failure;
human error or accidents;
sabotage or vandalism;
physical or electronic security breaches;
floods, fires, earthquakes, hurricanes, tornadoes, tsunamis or other natural disasters;
political unrest;
labor difficulties, including work stoppages or slowdowns;
water damage or water shortage;
government orders and regulations;
•
beginning in 2020); and
pandemics and other health and safety issues (including, for example, the Wuhan coronavirus outbreak
•
terrorism.
Our manufacturing, assembly and distribution capacity is also dependent on the performance of services by third
parties, including vendors, landlords and transportation providers. If we encounter problems with our manufacturing, assembly
and distribution facilities, our ability to meet customer expectations, manage inventory, complete sales and achieve objectives
for operating efficiencies could be harmed, which could materially adversely affect our business, financial condition and results
of operations. We maintain business interruption insurance, but it may not adequately protect us from the adverse effects that
could result from significant disruptions to our manufacturing, assembly and distribution facilities, such as the long term loss of
customers or an erosion of our brand image.
Our manufacturing, assembly and distribution networks include computer processes, software and automated
equipment that may be subject to a number of risks related to security or computer viruses, the proper operation of software and
hardware, electronic or power interruptions or other system failures.
Many of our raw materials or components of our products are provided by a sole or limited number of third party suppliers
and manufacturers.
We rely on a sole or limited number of third party suppliers and manufacturers for many of our raw materials and the
components in our golf balls, golf clubs, golf gloves and certain of our other products. We also use specialized sources for
certain of the raw materials used to make our golf gloves and other products, and these sources are limited to certain
geographical locations. Furthermore, many of these materials are customized for us and some of our products require specially
developed manufacturing techniques and processes which make it difficult to identify and utilize alternative suppliers quickly.
If we were to experience any delay or interruption in such supplies, we may not be able to find adequate alternative suppliers at
a reasonable cost or without significant disruption to our business, which could materially adversely affect our business,
financial condition and results of operations.
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A disruption in the operations of our suppliers could materially adversely affect our business, financial condition and
results of operations.
Our ability to continue to select reliable suppliers who provide timely deliveries of quality materials and components
will impact our success in meeting customer demand for timely delivery of quality products. If we experience significantly
increased demand, or if, for any reason, we need to replace an existing manufacturer or supplier, there can be no assurance that
additional supplies of raw materials or additional manufacturing capacity will be available when required on terms that are
acceptable to us, or at all, or that any new supplier or manufacturer would allocate sufficient capacity to us in order to meet our
requirements. In addition, should we decide to transition existing manufacturing between third(cid:3)party manufacturers or should
we decide to transition existing in(cid:3)house manufacturing to third(cid:3)party manufacturers, the risk of such a problem could increase.
Even if we are able to expand existing or find new manufacturing sources, we may encounter delays in production and added
costs as a result of the time it takes to train our suppliers and manufacturers in our methods, products and quality control
standards. Any material delays, interruption or increased costs in the supply of raw materials or components of our products
could impact our ability to meet customer demand for our products, which could materially adversely affect our business,
financial condition and results of operations.
In addition, there can be no assurance that our suppliers and manufacturers will continue to provide raw materials and
components that are consistent with our standards and that comply with all applicable laws and regulations. We have
occasionally received, and may in the future receive, shipments of supplies or components that fail to conform to our quality
control standards. In that event, unless we are able to obtain replacement supplies or components in a timely manner, we risk
the loss of sales resulting from the inability to manufacture our products and could incur related increased administrative and
shipping costs, and there also could be a negative impact to our brands, any of which could materially adversely affect our
business, financial condition and results of operations.
While we do not control our suppliers or their labor practices, negative publicity regarding the management of
facilities, production methods of or materials used by any of our suppliers could adversely affect our reputation, which could
materially adversely affect our business, financial condition and results of operations and may force us to locate alternative
suppliers. In addition, our suppliers may not be well capitalized and they may not be able to fulfill their obligations to us or go
out of business. Furthermore, the ability of third(cid:3)party suppliers to timely deliver raw materials or components may be affected
by events beyond their control, such as work stoppages or slowdowns, transportation issues, changes in trade or tariff laws, or
significant weather and health conditions.
The cost of raw materials and components could affect our operating results.
The materials and components used by us, our suppliers and our manufacturers involve raw materials, including
polybutadiene, urethane and Surlyn for the manufacturing of our golf balls, titanium and steel for the manufacture of our golf
clubs, leather and synthetic fabrics for the manufacturing of our golf shoes, golf gloves, golf gear and golf apparel, and resin
and other petroleum(cid:3)based materials for a number of our products. Significant price fluctuations or shortages in such raw
materials or components, including the costs to transport such materials or components of our products, the uncertainty of
currency fluctuations against the U.S. dollar, increases in labor rates, trade duties or tariffs, and/or the introduction of new and
expensive raw materials, could materially adversely affect our business, financial condition and results of operations.
Our operations are conducted worldwide and our results of operations are subject to currency transaction risk and currency
translation risk that could materially adversely affect our business, financial condition and results of operations.
For the year ended December 31, 2019, $796.6 million of our net sales were generated outside of the United States by
our non(cid:3)U.S. subsidiaries. Sales by geographic area are included in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, Item 7 of Part II and “Notes to Consolidated Financial Statements –Note 20 – Segment
Information”, Item 8 of Part II, included elsewhere in this report. Substantially all of these net sales generated outside of the
United States were generated in the applicable local currency, which include, but are not limited to, the Japanese yen, the
Korean won, the British pound sterling, the euro and the Canadian dollar. In contrast, substantially all of the purchases of
inventory, raw materials or components by our non(cid:3)U.S. subsidiaries are made in U.S. dollars. For the year ended
December 31, 2019, approximately 85% of our cost of goods sold incurred by our non(cid:3)U.S. subsidiaries was denominated in
U.S. dollars. Because our non(cid:3)U.S. subsidiaries incur substantially all of their cost of goods sold in currencies that are different
from the currencies in which they generate substantially all of their sales, we are exposed to transaction risk attributable to
fluctuations in such exchange rates, which can impact the gross profit of our non(cid:3)U.S. subsidiaries. If the U.S. dollar
strengthens against the applicable local currency, more local currency will be needed to purchase the same amount of cost of
goods sold denominated in U.S. dollars, which could materially adversely affect our business, financial condition and results of
operations.
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We have entered and expect to continue to enter into various foreign currency exchange contracts in an effort to
protect against adverse changes in foreign exchange rates and attempt to minimize foreign currency transaction risk. Our
hedging activities can reduce, but will not eliminate, the effects of foreign currency transaction risk on our financial results. The
extent to which our hedging activities mitigate foreign currency transaction risks varies based upon many factors, including the
amount of transactions being hedged. Other factors that could affect the effectiveness of our hedging activities include accuracy
of sales forecasts, volatility of currency markets, the availability of hedging instruments and limitations on the duration of such
hedging instruments. Since the hedging activities are designed to reduce volatility, they not only reduce the negative impact of
a stronger U.S. dollar but could also reduce the positive impact of a weaker U.S. dollar. We are also exposed to credit risk from
the counterparties to our hedging activities and market conditions could cause such counterparties to experience financial
difficulties. As a result, our efforts to hedge these exposures could prove unsuccessful and, furthermore, our ability to engage in
additional hedging activities may decrease or become more costly.
Because our consolidated accounts are reported in U.S. dollars, we are also exposed to currency translation risk when
we translate the financial results of our consolidated non(cid:3)U.S. subsidiaries from their local currency into U.S. dollars. For
the year ended December 31, 2019, 47% of our sales were denominated in foreign currencies. In addition, for the year ended
December 31, 2019, approximately 32% of our operating expenses were denominated in foreign currencies (which amounts
represent substantially all of the operating expenses incurred by our non(cid:3)U.S. subsidiaries). Fluctuations in foreign currency
exchange rates may positively or negatively affect our reported financial results and can significantly affect period(cid:3)over(cid:3)period
comparisons. A strengthening of the U.S. dollar relative to our foreign currencies could materially adversely affect our
business, financial condition and results of operations.
We may not successfully manage the frequent introduction of new products or satisfy changing consumer preferences,
quality and regulatory standards.
The golf equipment and golf wear industries are subject to constantly and rapidly changing consumer demands based,
in large part, on performance benefits. Our golf ball and golf club products generally have launch cycles of two years, and our
sales in a particular year are affected by when we launch such products. We generally introduce new product offerings and
styles in our golf wear and gear businesses each year and at different times during the year. Factors driving these short product
launch cycles include the rapid introduction of competitive products and consumer demands for the latest technology, style or
fashion. In this marketplace, a substantial portion of our annual sales are generated each year by new products.
These marketplace conditions raise a number of issues that we must successfully manage. For example, we must
properly anticipate consumer preferences and design products that meet those preferences, while also complying with
significant restrictions imposed by the Rules of Golf (see further discussion of the Rules of Golf below under “– Changes to the
Rules of Golf with respect to equipment could materially adversely affect our business, financial condition and results of
operations”), or our new products will not achieve sufficient market success to compensate for the usual decline in sales
experienced by products already in the market. Second, our R&D and supply chain groups face constant pressures to design,
develop, source and supply new products—many of which incorporate new or otherwise untested technology, suppliers or
inputs—that perform better than their predecessors while maintaining quality control and the authenticity of our brands. Third,
for new products to generate equivalent or greater sales than their predecessors, they must either maintain the same or higher
sales levels with the same or higher pricing, or exceed the performance of their predecessors in one or both of those areas.
Fourth, the relatively short window of opportunity for launching and selling new products requires great precision in
forecasting demand and assuring that supplies are ready and delivered during the critical selling periods. Finally, the rapid
changeover in products creates a need to monitor and manage the closeout of older products both at retail and in our own
inventory. If we do not successfully manage the frequent introduction of new products or satisfy consumer demand, it could
adversely affect our business, financial condition and results of operations.
Failure to successfully innovate and offer high(cid:3)quality products may adversely affect our ability to compete in the market
for our products.
Technical innovation and quality control in the design and manufacturing processes of our products is essential to our
commercial success. R&D plays a key role in technical innovation. We rely upon experts in various fields to develop and test
cutting edge performance products. If we fail to introduce technical innovation in our products, consumer demand for our
products could decline, and if we experience problems with the quality of our products, we may incur substantial expense to
remedy the problems, any of which could materially adversely affect our business, financial condition and results of operations.
Changes to the Rules of Golf with respect to equipment could materially adversely affect our business, financial condition
and results of operations.
Golf’s most regulated categories are golf balls and golf clubs. We seek to have our new golf ball and golf club
products conform with the Rules of Golf published by the United States Golf Association, or the USGA, and The Royal and
16
Ancient Golf Club of St. Andrews, or The R&A, because these rules are generally followed by golfers, both professional and
amateur, within their respective jurisdictions. The USGA publishes rules that are generally followed in the United States and
Mexico, and The R&A publishes rules that are generally followed in most other countries throughout the world. The Rules of
Golf as published by The R&A and the USGA are virtually the same and are intended to be so pursuant to a Joint Statement of
Principles issued in 2001. The Rules of Golf set the guidelines and establish limitations for the design and performance of all
golf balls and golf clubs.
Many new regulations on golf balls and golf clubs have been introduced in the past 10 to 15 years, which we believe
was one of the most active periods for golf equipment regulation in the history of golf. The USGA and R&A have historically
regulated the size, weight and initial velocity of golf balls. More recently, the USGA and R&A have specifically focused on
regulating the overall distance of a golf ball. The USGA and R&A have also focused on golf club regulations, including
limiting the size and spring(cid:3)like effect of driver faces and club head moment of inertia. In the future, existing USGA and/or
R&A rules may be altered in ways that adversely affect the sales of our current or future products. If a change in rules was
adopted and caused one or more of our current or future products to be nonconforming, sales of such products would be
impacted and we may not be able to adapt our products promptly to such rule change, which could materially adversely affect
our business, financial condition and results of operations. In addition, changes in the Rules of Golf may result in an increase in
the costs of materials that would need to be used to develop new products as well as an increase in the costs to design new
products that conform to such rules.
Failure to adequately enforce and protect our intellectual property rights could materially adversely affect our business,
financial condition and results of operations.
We own numerous patents, trademarks, trade secrets, copyrights and other intellectual property and hold licenses to
intellectual property owned by others, which in the aggregate are important to our business. We rely on a combination of patent,
trademark, copyright and trade secret laws in our core geographic markets and other jurisdictions, to protect the innovations,
brands, proprietary trade secrets and know(cid:3)how related to certain aspects of our business. Certain of our intellectual property
rights, such as patents, are time(cid:3)limited, and the technology underlying our patents can be used by any third party, including
competitors, once the applicable patent terms expire.
We seek to protect our confidential proprietary information, in part, by entering into confidentiality and invention
assignment agreements with our employees, consultants, contractors, suppliers and others. While these agreements are designed
to protect our proprietary information, we cannot be certain that such agreements have been entered into with all relevant
parties, and we cannot be certain that our trade secrets and other confidential proprietary information will not be disclosed or
that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent
information and techniques. We also seek to preserve the integrity and confidentiality of our proprietary information by
maintaining physical security of our premises and physical and electronic security of our information technology systems, but it
is possible that these security measures could be breached. If we are unable to prevent disclosure to third parties of our material
proprietary and confidential know(cid:3)how and trade secrets, our ability to establish or maintain a competitive advantage in our
markets may be adversely affected.
We selectively and strategically pursue patent and trademark protection in our core geographic markets, but our
strategy has been to not perfect certain patent and trademark rights in some countries. For example, we focus primarily on
securing patent protection in those countries where the majority of our golf ball and golf club industry production takes place.
Accordingly, we may not be able to prevent others, including competitors, from practicing our patented inventions, including
by manufacturing and selling competing products, in those countries where we have not obtained patent protection. Further, the
laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the
United States. As a result, we may encounter significant problems in protecting, enforcing and defending our intellectual
property outside of the United States. In some foreign countries, where intellectual property laws or law enforcement practices
do not protect our intellectual property rights as fully as in the United States, third(cid:3)party manufacturers may be able to
manufacture and sell imitation products and diminish the value of our brands as well as infringe our rights, despite our efforts
to prevent such activity.
The golf ball and golf club industries, in particular, have been characterized by widespread imitation of popular ball
and club designs. We have an active program of monitoring, investigating and enforcing our proprietary rights against
companies and individuals who market or manufacture counterfeits and “knockoff” products. We assert our rights against
infringers of our patents, trademarks, trade dress and copyrights. However, these efforts may be expensive, time(cid:3)consuming,
divert management’s attention, and ultimately may not be successful in reducing sales of golf products by these infringers. The
failure to prevent or limit such infringers or imitators could adversely affect our reputation and sales. Additionally, other golf
ball and golf club manufacturers may be able to produce successful golf balls or golf clubs which imitate our designs without
17
infringing any of our patents, trademarks, trade dress or copyrights, which could limit our ability to maintain a competitive
advantage in our marketplace.
If we fail to obtain enforceable patents, trademarks and trade secrets, fail to maintain our existing patent, trademark
and trade secret rights, or fail to prevent substantial unauthorized use of our patents, trademarks and trade secrets, we risk the
loss of our intellectual property rights and competitive advantages we have developed, which may result in lost sales.
Accordingly, we devote substantial resources to the establishment and protection of our trademarks, patents and trade secrets or
know(cid:3)how, and we continuously evaluate the utility of our existing intellectual property and the new registration of additional
trademarks and patents, as appropriate. However, we cannot guarantee that we will have adequate resources to continue to
effectively establish, maintain and enforce our intellectual property rights. We also cannot guarantee that any of our pending
applications will be approved by the applicable governmental authorities. Moreover, even if the applications will be registered
during the registration process, third parties may seek to oppose, limit, or otherwise challenge these applications or
registrations.
We may be involved in lawsuits to protect, defend or enforce our intellectual property rights, which could be expensive, time
consuming and unsuccessful.
Our success depends in part on our ability to protect our trademarks, patents and trade secrets from unauthorized use
by others. To counter infringement or unauthorized use, we may be required to file infringement or misappropriation claims,
which can be expensive and time(cid:3)consuming and could materially adversely affect our business, financial condition and results
of operations, even if successful. Any claims that we assert against perceived infringers could also provoke these parties to
assert counterclaims against us alleging that we infringe or misappropriate their intellectual property rights or that we have
engaged in anti(cid:3)competitive conduct. Moreover, our involvement in litigation against third parties asserting infringement of our
intellectual property rights presents some risk that our intellectual property rights could be challenged and invalidated. In
addition, in an infringement proceeding, whether initiated by us or another party, a court may refuse to stop the other party in
such infringement proceeding from using the technology or mark at issue on the grounds that our patents do not cover the
technology in question or misuse our trade secrets or know(cid:3)how. An adverse result in any litigation or defense proceedings,
including proceedings at the patent and trademark offices, could put one or more of our patents or trademarks at risk of being
invalidated, held unenforceable or interpreted narrowly, and could put any of our patent or trademark applications at risk of not
being issued as a registered patent or trademark, any of which could materially adversely affect our business, financial
condition and results of operations.
Furthermore, because of the substantial amount of discovery required in connection with intellectual property
litigation, there is a risk that some of our confidential proprietary information could be compromised by disclosure during this
type of litigation. In addition, there could be public announcements of the results of hearings, motions or other interim
proceedings or developments. If securities analysts or investors perceive these results to be negative, it could materially
adversely affect the price of our common stock.
Our products may infringe the intellectual property rights of others, which may cause us to incur unexpected costs or
prevent us from selling our products.
From time to time, third parties have challenged our patents, trademark rights and branding practices, or asserted
intellectual property rights that relate to our products and product features. We cannot assure you that our actions taken to
establish and protect our technology and brands will be adequate to prevent others from seeking to block sales of our products
or to obtain monetary damages, based on alleged violation of their patents, trademarks or other proprietary rights. We may be
required to defend such claims in the future, which, whether or not meritorious, could result in substantial costs and diversion
of resources and could materially adversely affect our business, financial condition and results of operations.
If we are found to infringe a third party’s intellectual property rights, we could be forced, including by court order, to
cease developing, manufacturing or commercializing the infringing product. Alternatively, we may be required to obtain a
license from such a third party in order to use the infringing technology and continue developing, manufacturing or marketing
such technology. In such a case, license agreements may require us to pay royalties and other fees that could be significant, or
we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a
license, it could be non(cid:3)exclusive, thereby giving our competitors access to the same technologies licensed to us. A finding of
infringement could prevent us from commercializing our products or force us to cease some of our business operations, or to
redesign or rename some of our products to avoid future infringement liability. In addition, we could be found liable for
monetary damages, including treble damages and attorneys’ fees if we are found to have willfully infringed a patent. Claims
that we have misappropriated the confidential information or trade secrets of third parties could also materially adversely affect
our business, financial condition and results of operations. See also “—We may be involved in lawsuits to protect, defend or
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enforce our intellectual property rights, which could be expensive, time consuming and unsuccessful.” Any of the foregoing
could cause us to incur significant costs and prevent us from manufacturing or selling certain of our products.
Changes to patent laws could adversely affect our ability to protect our intellectual property.
Patent reform legislation may increase the uncertainties and costs surrounding the prosecution of our patent
applications and the enforcement or defense of our issued patents. For example, the Leahy(cid:3)Smith America Invents Act, or the
Leahy(cid:3)Smith Act, which was adopted in September 2011, includes a number of significant changes to the U.S. patent laws,
such as, among other things, changing from a “first to invent” to a “first inventor to file” system, establishing new procedures
for challenging patents and establishing different methods for invalidating patents. Some of these changes or potential changes
may not be advantageous to us, and it may become more difficult to obtain adequate patent protection or to enforce our patents
against third parties. These changes or potential changes could increase the costs and uncertainties surrounding the prosecution
of our patent applications and adversely affect our ability to protect our intellectual property which could materially adversely
affect our business, financial condition and results of operations. Furthermore, the U.S. Supreme Court and the U.S. Court of
Appeals for the Federal Circuit have made, and may in the future make, changes in how the patent laws of the United States are
interpreted. Similarly, foreign courts have made, and may in the future make, changes in how the patent laws in their
respective jurisdictions are interpreted. We cannot predict future changes in the interpretation of patent laws or changes to
patent laws that might be enacted into law by United States and foreign legislative bodies. Those changes may materially affect
our patents or patent applications and our ability to obtain and enforce or defend additional patent protection in the future.
We face intense competition in each of our markets and if we are unable to maintain a competitive advantage, loss of
market share, sales or profitability may result.
The markets for golf balls, clubs, gear and wear are highly competitive and there may be low barriers to entry in many
of our markets. Pricing pressures, reduced profit margins or loss of market share or failure to grow in any of our markets, due to
competition or otherwise, could materially adversely affect our business, financial condition and results of operations.
We compete against large(cid:3)scale global sports equipment and apparel players, Japanese industrials, and more
specialized golf equipment and golf wear players, including Callaway, TaylorMade, Ping, Bridgestone, Nike, Adidas and Under
Armour. Many of our competitors have significant competitive strengths, including long operating histories, a large and broad
consumer base, established relationships with a broad set of suppliers and customers, an established regional or local presence,
strong brand recognition and greater financial, R&D, marketing, distribution and other resources than we do. There are unique
aspects to the competitive dynamic in each of our product categories and markets. We are not the market leader with respect to
certain categories or in certain markets.
Golf Balls. The golf ball business is highly competitive. There are a number of well(cid:3)established and well(cid:3)financed
competitors. We and our competitors continue to incur significant costs in the areas of R&D, advertising, marketing, tour and
other promotional support to be competitive.
Golf Clubs. The golf club markets in which we compete are also highly competitive and are served by a number of
well(cid:3)established and well(cid:3)financed companies with recognized brand names. New product introductions, price reductions,
consignment sales, extended payment terms, “closeouts,” including closeouts of products that were recently commercially
successful, and significant tour and advertising spending by competitors continue to generate intense market competition and
create market disruptions. Our competitors in the golf club market have in the past and may continue to introduce their products
on an accelerated cycle which could lead to market disruption and impact sales of our products.
Golf Gear. The golf gear market is fragmented and served by a number of established competitors as well as a number
of smaller competitors. We face significant competition in every region with respect to each of our golf gear product categories.
Golf Wear. In the golf wear markets, we compete with a number of well(cid:3)established and well(cid:3)financed companies with
recognized brand names. These competitors may have a large and broad consumer base, established relationships with a broad
set of suppliers and customers, strong brand recognition and significant financial, R&D, marketing, distribution and other
resources which may exceed our own.
Our competitors may be able to create and maintain brand awareness and market share more quickly and effectively
than we can. Our competitors may also be able to increase sales in new and existing markets faster than we do by emphasizing
different distribution channels or through other methods, and many of our competitors have substantial resources to devote
towards increasing sales. If we are unable to grow or maintain our competitive position in any of our product categories, it
could materially adversely affect our business, financial condition and results of operations.
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We may have limited opportunities for future growth in sales of golf balls, golf shoes and golf gloves.
We already have a significant share of worldwide sales of golf balls, golf shoes and golf gloves and the golf industry is
very competitive. As such, gaining incremental market share quickly or at all may be limited given the competitive nature of
the golf industry and other challenges to the golf industry. In the future, the overall dollar volume of worldwide sales of golf
equipment, wear and gear may not grow or may decline which could materially adversely affect our business, financial
condition and results of operations.
A severe or prolonged economic downturn could adversely affect our customers’ financial condition, their levels of business
activity and their ability to pay trade obligations.
We primarily sell our products to golf equipment retailers, such as on(cid:3)course golf shops, golf specialty stores and other
qualified retailers, directly and to foreign distributors. We perform ongoing credit evaluations of our customers’ financial
condition and generally require no collateral from these customers. However, a severe or prolonged downturn in the general
economy could adversely affect the retail golf equipment market, which in turn would negatively impact the liquidity and cash
flows of our customers, including the ability of such customers to obtain credit to finance purchases of our products and to pay
their trade obligations. This could result in increased delinquent or uncollectible accounts for our customers as well as a
decrease in orders for our products by such customers. A failure by our customers to pay a significant portion of outstanding
accounts receivable balances on a timely basis or a decrease in orders from such customers could materially adversely affect
our business, financial condition and results of operations.
A decrease in corporate spending on our custom logo golf balls could materially adversely affect our business, financial
condition and results of operations.
Custom imprinted golf balls, a majority of which are purchased by corporate customers, represented approximately
30% of our global net golf ball sales for the year ended December 31, 2019. There has long been a strong connection between
the business community and golf, but corporate spending on custom logoed balls has remained at lower levels since the 2008
financial crisis. If such corporate spending decreases further, it could impact the sales of our custom imprinted golf balls.
We depend on retailers and distributors to market and sell our products, and our failure to maintain and further develop our
sales channels could materially adversely affect our business, financial condition and results of operations.
We primarily sell our products through retailers and distributors and depend on these third parties to market and sell
our products to consumers. Any changes to our current mix of retailers and distributors could adversely affect our sales and
could negatively affect both our brand image and our reputation. Our sales depend, in part, on retailers adequately displaying
our products, including providing attractive space and merchandise displays in their stores, and training their sales personnel to
sell our products. If our retailers and distributors are not successful in selling our products, our sales would decrease. Our
retailers frequently offer products and services of our competitors in their stores. In addition, our success in growing our
presence in existing and expanding into new international markets will depend on our ability to establish relationships with new
retailers and distributors. If we do not maintain our relationship with existing retailers and distributors or develop relationships
with new retailers and distributors, our ability to sell our products would be negatively impacted.
On a consolidated basis, no one customer that sells or distributes our products accounted for more than 10% of our
consolidated net sales in the year ended December 31, 2019. However, our top ten customers accounted for 21% of our
consolidated net sales in the year ended December 31, 2019. Accordingly, the loss of a small number of our large customers, or
the reduction in business with one or more of these customers, could materially adversely affect our business, financial
condition and results of operations. We do not currently have minimum purchase agreements with these large customers.
For example, in September 2016, one of our largest customers in recent years, a golf specialty retailer, announced
bankruptcy proceedings, resulting in a significant interruption to our business in the second half of 2016 and the full year of
2017. Similar matters may materially adversely affect our business, financial condition and results of operations.
Consolidation of retailers or concentration of retail market share among a few retailers may increase and concentrate our
credit risk, put pressure on our margins and impair our ability to sell products.
The sporting goods and off(cid:3)course golf equipment retail markets in some countries, including the United States, are
dominated by a few large retailers. Certain of these retailers have in the past increased their market share and may continue to
do so in the future by expanding through acquisitions and construction of additional stores. Industry consolidation and
correction has occurred in recent years and additional consolidation and correction is possible. These situations may result in a
concentration of our credit risk with respect to our sales to such retailers, and, if any of these retailers were to experience a
shortage of liquidity or other financial difficulties, or file for bankruptcy or receivership protection, it would increase the risk
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that their outstanding payables to us may not be paid. This consolidation may also result in larger retailers gaining increased
leverage which may impact our margins. In addition, increasing market share concentration among one or a few retailers in a
particular country or region increases the risk that if any one of them substantially reduces their purchases of our products, we
may be unable to find a sufficient number of other retail outlets for our products to sustain the same level of sales. Any
reduction in sales by our retailers could materially adversely affect our business, financial condition and results of operations.
Our business depends on strong brands, and if we are not able to maintain and enhance our brands we may be unable to
sell our products.
Our Titleist and FootJoy brands have worldwide recognition and our success depends on our ability to maintain and
enhance our brand image and reputation. In particular, we believe that maintaining and enhancing the Titleist and FootJoy
brands is critical to maintaining and expanding our customer base. Maintaining, promoting and enhancing our brands may
require us to make substantial investments in areas such as product innovation, product quality, intellectual property protection,
marketing and employee training, and these investments may not have the desired impact on our brand image and reputation.
Our business could be adversely impacted if we fail to achieve any of these objectives or if the reputation or image of any of
our brands is tarnished or receives negative publicity. In addition, adverse publicity about regulatory or legal action against us
could damage our reputation and brand image, undermine consumer confidence in us and reduce long(cid:3)term demand for our
products, even if the regulatory or legal action is unfounded or not material to our operations. Also, as we seek to grow our
presence in existing and expand into new geographic or product markets, consumers in these markets may not accept our brand
image and may not be willing to pay a premium to purchase our products as compared to other brands. We anticipate that as our
business continues to grow our presence in existing and expand into new markets, maintaining and enhancing our brands may
become increasingly difficult and expensive. If we are unable to maintain or enhance the image of our brands, it could
materially adversely affect our business, financial condition and results of operations.
Our business operations are subject to seasonal fluctuations, which could result in fluctuations in our operating results and
stock price.
Our business is subject to seasonal fluctuations because golf is played primarily on a seasonal basis in most of the
regions where we do business. In general, during the first quarter, we begin selling our products into the golf retail channel for
the new golf season. This initial sell(cid:3)in generally continues into the second quarter. Our second(cid:3)quarter sales are significantly
affected by the amount of sell(cid:3)through, in particular the amount of higher value discretionary purchases made by customers,
which drives the level of reorders of our products sold(cid:3)in during the first quarter. Our third(cid:3)quarter sales are generally
dependent on reorder business, and are generally less than the second quarter as many retailers begin decreasing their inventory
levels in anticipation of the end of the golf season. Our fourth(cid:3)quarter sales are generally less than the other quarters due to the
end of the golf season in many of our key markets, but can also be affected by key product launches, particularly golf clubs.
Accordingly, our results of operations are likely to fluctuate significantly from period to period. This seasonality affects sales in
each of our reportable segments differently. In general, however, because of this seasonality, a majority of our sales and most of
our profitability generally occurs during the first half of the year. Results of operations in any period should not be considered
indicative of the results to be expected for any future period. The seasonality of our business could be exacerbated by the
adverse effects of unusual or severe weather conditions as well as by severe weather conditions caused or exacerbated by
climate change.
Our business and results of operations are also subject to fluctuations based on the timing of new product introductions.
Our sales can also be affected by the launch timing of new products. Product introductions generally stimulate sales as
the golf retail channel takes on inventory of new products. Reorders of these new products then depend on the rate of
sell(cid:3)through. Announcements of new products can often cause our customers to defer purchasing additional golf equipment
until our new products are available. Our varying product introduction cycles, which are described under “Item 7. –
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results
of Operations – Cyclicality,” may cause our results of operations to fluctuate as each product line has different volumes, prices
and margins.
We have significant international operations and are exposed to risks associated with doing business globally.
We sell and distribute our products directly in many key international markets in Europe, Asia, North America and
elsewhere around the world. These activities have resulted and will continue to result in investments in inventory, accounts
receivable, employees, corporate infrastructure and facilities. In addition, in the United States there are a limited number of
suppliers of certain raw materials and components for our products as well as finished goods that we sell, and we have
increasingly become more reliant on suppliers and vendors located outside of the United States. The operation of foreign
distribution in our international markets, as well as the management of relationships with international suppliers and vendors,
will continue to require the dedication of management and other resources. We also manufacture certain of our products outside
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of the United States, including some of our golf balls and substantially all of our golf gloves in Thailand and substantially all of
our golf shoes through our joint venture in China.
The current U.S. administration has publicly supported and introduced certain tax, trade and tariff proposals,
modifications to international trade policy and other changes which may affect U.S. trade relations with other countries,
including China, with respect to which additional tariffs have been imposed. Further, any emerging nationalist trends or trade
wars in specific countries could alter the trade environment and consumer purchasing behavior which, in turn, could have a
material effect on our financial condition and results of operations. The ongoing negotiations surrounding the United
Kingdom's exit from the European Union ("Brexit") have yet to provide clarity on what the outcome will be for the United
Kingdom or Europe. Changes related to Brexit could significantly disrupt the free movement of goods, services and people
between the United Kingdom and the European Union, and result in increased legal and regulatory complexities, as well as
potential higher costs of conducting business in Europe. At the present time, it is unclear as to the ultimate impact of these
changes, policies or proposals and, as such, we are unable to determine the effect, if any, that such changes, policies or
proposals would have on our business.
As a result of the aforementioned international business, we are exposed to increased risks inherent in conducting
business outside of the United States. In addition to the uncertainty and the foreign currency risks discussed above under “—
Our operations are conducted worldwide and our results of operations are subject to currency transaction risk and currency
translation risk that could materially adversely affect our business, financial condition and results of operations,” these risks
include:
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increased difficulty in protecting our intellectual property rights and trade secrets;
unexpected government action or changes in legal, trade, tax or regulatory requirements;
social, economic or political instability;
the effects of any anti American sentiments on our brands or sales of our products;
increased difficulty in ensuring compliance by employees, agents and contractors with our policies as well as with
the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, or the
FCPA, and similar anti bribery and anti corruption laws, local and international environmental, health and safety
laws, and increasingly complex regulations relating to the conduct of international commerce;
increased difficulty in controlling and monitoring foreign operations from the United States, including increased
difficulty in identifying and recruiting qualified personnel for its foreign operations; and
increased exposure to interruptions in air carrier or ship services.
Any violation of our policies or any applicable laws and regulations by our suppliers or manufacturers could interrupt
or otherwise disrupt our sourcing, adversely affect our reputation or damage our brand image. While we do not control these
suppliers or manufacturers or their labor practices, negative publicity regarding the management of facilities by, production
methods of or materials used by any of our suppliers or manufacturers could adversely affect our reputation and sales and force
us to locate alternative suppliers or manufacturing sources, which could materially adversely affect our business, financial
condition and results of operations.
Failure to comply with laws, regulations and policies, including the FCPA or other applicable anti corruption legislation,
could result in fines and criminal penalties and materially adversely affect our business, financial condition and results of
operations.
A significant risk resulting from our global operations is compliance with a wide variety of U.S. federal and state and
non U.S. laws, regulations and policies, including laws related to anti corruption, export and import compliance, anti trust and
money laundering. The FCPA, the U.K. Bribery Act of 2010 and similar anti bribery laws in other jurisdictions generally
prohibit companies and their intermediaries from making improper payments to government officials or other persons. There
has been an increase in anti bribery law enforcement activity in recent years, with more frequent and aggressive investigations
and enforcement proceedings by both the U.S. Department of Justice and the SEC, increased enforcement activity by non U.S.
regulators, and increases in criminal and civil proceedings brought against companies and individuals. We operate in parts of
the world that are recognized as having governmental and commercial corruption and in certain circumstances, strict
compliance with anti bribery laws may conflict with local customs and practices. We cannot assure you that our internal control
policies and procedures have protected or will always protect us from improper conduct of our employees or business partners.
To the extent that we learn that any of our employees do not adhere to our internal control policies, we are committed to taking
appropriate remedial action. In the event that we believe or have reason to believe that our employees or agents have or may
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have violated applicable laws, including anti(cid:3)corruption laws, we may be required to investigate or have outside counsel
investigate the relevant facts and circumstances, and detecting, investigating and resolving actual or alleged violations can be
expensive and require significant time and attention from senior management. Any violation of U.S. federal and state and
non(cid:3)U.S. laws, regulations and policies could result in substantial fines, sanctions, civil and/or criminal penalties, and
curtailment of operations in the U.S. or other applicable jurisdictions. In addition, actual or alleged violations could damage our
reputation and ability to do business. Any of the foregoing could materially adversely affect our business, financial condition
and results of operations.
Our business, financial condition and results of operations could be materially adversely affected if professional golfers do
not endorse or use our products.
We establish relationships with professional golfers in order to use, validate and promote Titleist and FootJoy branded
products. We have entered into endorsement arrangements with members of the various professional tours, including the PGA
Tour, the Champions Tour, the LPGA Tour, the European PGA Tour, the Japan Golf Tour and the Korean PGA Tour. We believe
that professional usage of our products validates the performance and quality of our products and contributes to retail sales. We
therefore spend a significant amount of money to secure professional usage of our products. Many other companies, however,
also aggressively seek the patronage of these professionals and offer many inducements, including significant cash incentives
and specially designed products. There is a great deal of competition to secure the representation of tour professionals. As a
result, it is expensive to attract and retain such tour professionals and we may lose the endorsement of these individuals, even
prior to the expiration of the applicable contract term. The inducements offered by other companies could result in a decrease in
usage of our products by professional golfers or limit our ability to attract other tour professionals. A decline in the level of
professional usage of our products, or a significant increase in the cost to attract or retain endorsers, could materially adversely
affect our business, financial condition and results of operations.
The value of our brands and sales of our products could be diminished if we, the golfers who use our products or the golf
industry in general are associated with negative publicity.
We sponsor a variety of golfers and feature those golfers in our advertising and marketing materials. We establish
these relationships to develop, evaluate and promote our products, as well as establish product authenticity with consumers.
Actions taken by golfers or tours associated with our products that harm the reputations of those golfers could also harm our
brand image and impact our sales. We may also select golfers who may not perform at expected levels or who are not
sufficiently marketable. If we are unable in the future to secure prominent golfers and arrange golfer endorsements of our
products on terms we deem to be reasonable, we may be required to modify our marketing platform and to rely more heavily on
other forms of marketing and promotion, which may not prove to be as effective or may result in additional costs.
If we inaccurately forecast demand for our products, we may manufacture insufficient or excess quantities, which could
materially adversely affect our business, financial condition and results of operations.
To reduce purchasing costs and ensure supply, we place orders with our suppliers in advance of the time period we
expect to deliver our products. In addition, we plan our manufacturing capacity based upon the forecasted demand for our
products. Forecasting the demand for our products is very difficult given the number of SKUs we offer and the amount of
specification involved in each of our product categories. For example, in our golf shoe business, we offer a large variety of
models as well as different styles and sizes for each model, including over 3,000 SKUs available for men in the United States
alone. The nature of our business makes it difficult to adjust quickly our manufacturing capacity if actual demand for our
products exceeds or is less than forecasted demand. Factors that could affect our ability to accurately forecast demand for our
products include, among others:
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changes in consumer demand for our products or the products of our competitors;
new product introductions by us or our competitors;
failure to accurately forecast consumer acceptance of our products;
failure to anticipate consumer acceptance of new technologies;
inability to realize revenues from booking orders;
negative publicity associated with tours or golfers we endorse;
unanticipated changes in general market conditions or other factors, which may result in cancellations of advance
orders or a reduction or increase in the rate of reorders placed by retailers;
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weakening of economic conditions or consumer confidence in future economic conditions, which could reduce
demand for discretionary items, such as our products;
terrorism or acts of war, or the threat thereof, which could adversely affect consumer confidence and spending or
interrupt production and distribution of products and raw materials;
abnormal weather patterns or extreme weather conditions including hurricanes, floods and droughts, among
others, which may disrupt economic activity; and
general economic conditions.
If actual demand for our products exceeds the forecasted demand, we may not be able to produce sufficient quantities
of new products in time to fulfill actual demand, which could limit our sales.
Any inventory levels in excess of consumer demand may result in inventory write downs and/or the sale of excess
inventory at discounted prices.
We may experience a disruption in the service, or a significant increase in the cost, of our primary delivery and shipping
services for our products and component parts or a significant disruption at shipping ports.
We use FedEx Corporation for substantially all ground shipments of products to our U.S. customers. We use ocean
shipping services and air carriers for most of our international shipments of products. In addition, many of the components we
use to manufacture and assemble our products are shipped to us via ocean shipping and air carrier. If there are changes in trade
or tariff laws which result in customs processing delays or any significant interruption in service by such providers or at
shipping ports or airports, we may be unable to engage alternative suppliers or to receive or ship goods through alternate sites
in order to deliver our products or components in a timely and cost efficient manner. As a result, we could experience
manufacturing delays, increased manufacturing and shipping costs, and lost sales as a result of missed delivery deadlines and
product introduction and demand cycles. Any significant interruption in FedEx services, ship services, at shipping ports or air
carrier services could materially adversely affect our business, financial condition and results of operations. Furthermore, if the
cost of delivery or shipping services were to increase significantly and the additional costs could not be covered by product
pricing it could materially adversely affect our business, financial condition and results of operations.
We rely on complex information systems for management of our manufacturing, distribution, sales and other functions. If
our information systems fail to perform these functions adequately or if we experience an interruption in our operations,
including a breach in cybersecurity, our business, financial condition and results of operations could be materially
adversely affected.
All of our major operations, including manufacturing, distribution, sales and accounting, are dependent upon our
complex information systems. Our information systems are vulnerable to damage or interruption from:
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earthquake, fire, flood, hurricane and other natural disasters;
power loss, computer systems failure, Internet and telecommunications or data network failure; and
hackers, computer viruses, unauthorized access, software bugs or glitches.
Any damage or significant disruption in the operation of such systems or the failure of our information systems to
perform as expected would disrupt our business, which may result in decreased sales, increased overhead costs, excess
inventory or product shortages which could materially adversely affect our business, financial condition and results of
operations.
Cybersecurity risks could disrupt our operations and negatively impact our reputation.
There is growing concern over the security of personal and corporate information transmitted over the Internet,
consumer identity theft and user privacy due to increasingly diverse and sophisticated threats to network, systems and data
security. While we have implemented security measures, our computer systems may be susceptible to electronic or physical
computer break ins, viruses and other disruptions and security breaches. Any perceived or actual unauthorized or inadvertent
disclosure of personally identifiable information regarding visitors to our websites or otherwise or other breach or theft of the
information we control, whether through a breach of our network by an unauthorized party, employee theft, misuse or error or
otherwise, could harm our reputation, impair our ability to attract website visitors, or subject us to claims or litigation and
require us to repair damages suffered by consumers, and materially adversely affect our business, financial condition and
results of operations.
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If the technology(cid:3)based systems that give consumers the ability to shop with us online do not function effectively, our ability
to grow our eCommerce business globally could be adversely affected.
We are increasingly using websites and social media to interact with consumers and as a means to enhance their
experience with our products, including through Vokey.com and ScottyCameron.com. We launched our FootJoy and Titleist
eCommerce initiatives in the U.S. in 2016. In Canada and certain European markets in 2017 and in Japan in 2019, we launched
eCommerce websites for FootJoy. In the U.S. in 2018, we launched an eCommerce website for FootJoy's luxury brand,
FJ1857.com and, in the United Kingdom and Japanese markets, we launched eCommerce websites for Titleist golf balls. In our
eCommerce services, we process, store and transmit customer data. We also collect consumer data through certain marketing
activities. Failure to prevent or mitigate data loss or other security breaches, including breaches of our vendors’ technology and
systems, could expose us or consumers to a risk of loss or misuse of such information, result in litigation or potential liability
for us and otherwise materially adversely affect our business, financial condition and results of operations. Further, our
eCommerce business is subject to general business regulations and laws, as well as regulations and laws specifically governing
the Internet, eCommerce and electronic devices. Existing and future laws and regulations, or new interpretations of these laws,
may adversely affect our ability to conduct our eCommerce business.
Any failure on our part to provide private, secure, attractive, effective, reliable, user(cid:3)friendly eCommerce platforms
that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of
online shoppers could place us at a competitive disadvantage, result in the loss of eCommerce and other sales, harm our
reputation with consumers, have an adverse impact on the growth of our eCommerce business globally and could materially
adversely affect our business, financial condition and results of operations.
Risks specific to our eCommerce business also include diversion of sales from our trade partners’ brick and mortar
stores, difficulty in recreating the in(cid:3)store experience through direct channels and liability for online content. Our failure to
successfully respond to these risks might adversely affect sales in our eCommerce business, as well as damage our reputation
and brands.
Goodwill and identifiable intangible assets represent a significant portion of our total assets and any impairment of these
assets could negatively impact our results of operations and shareholders’ equity.
Our goodwill and identifiable intangible assets, which consist of goodwill from acquisitions, trademarks, patents,
completed technology, customer relationships, licensing fees, and other intangible assets, represented 38% of our total assets as
of December 31, 2019.
Accounting rules require the evaluation of our goodwill and intangible assets with indefinite lives for impairment at
least annually or whenever events or changes in circumstances indicate that the carrying value of such assets may not be
recoverable. Such indicators include a significant adverse change in customer demand or business climate that could affect the
value of an asset; general economic conditions, such as increasing Treasury rates or unexpected changes in gross domestic
product growth; a change in our market shares; budget(cid:3)to(cid:3)actual performance and consistency of operations margins and capital
expenditures; a product recall or an adverse action or assessment by a regulator; or changes in management or key personnel.
Goodwill and identifiable intangible assets are deemed impaired when their carrying value exceeds their fair value. If
a significant amount of our goodwill and identifiable intangible assets were deemed to be impaired, our business, financial
condition and results of operations could be materially adversely affected.
Our current senior management team and other key employees are critical to our success and if we are unable to attract
and/or retain key employees and hire qualified management, technical and manufacturing personnel, our ability to compete
could be harmed.
Our ability to maintain our competitive position is dependent to a large degree on the efforts and skills of our senior
management team and our other key employees. Our executives are experienced and highly qualified with strong reputations
and relationships in the golf industry, and we believe that our management team enables us to pursue our strategic goals. Our
other key sales, marketing, R&D, manufacturing, intellectual property protection and support personnel are also critical to the
success of our business. The loss of the services of any of our senior management team or other key employees could disrupt
our operations and delay the development and introduction of our products which could materially adversely affect our
business, financial condition and results of operations. We do not have employment agreements with any of the members of our
senior management team, except for David Maher, our President and CEO. In addition, we do not have “key person” life
insurance policies covering any of our officers or other key employees.
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Our future success depends upon our ability to attract and retain our executive officers and other key sales, marketing,
R&D, manufacturing, intellectual property protection and support personnel and any failure to do so could materially adversely
affect our business, financial condition and results of operations.
Additionally, we compete with many mature and prosperous companies that have far greater financial resources than
we do and thus can offer current or perspective employees more lucrative compensation packages than we can.
Sales of our products by unauthorized retailers or distributors could adversely affect our authorized distribution channels
and harm our reputation.
Some of our products find their way to unauthorized outlets or distribution channels. This “gray market” for our
products can undermine authorized retailers and foreign wholesale distributors who promote and support our products, and can
injure the image of our company in the minds of our customers and consumers. While we have taken some lawful steps to limit
commerce of our products in the “gray market” in both the United States and abroad, we have not been successful in halting
such commerce.
We may not be successful in our efforts to grow our presence in existing international markets and expand into additional
international markets.
We intend to grow our presence in and continue to expand into select international markets where there are the
necessary and sufficient conditions in place to support such expansion. These growth and expansion plans will require
significant management attention and resources and may be unsuccessful. In addition, to achieve satisfactory performance in
international locations, it may be necessary to locate physical facilities, such as regional offices, in the foreign market and to
hire employees who are familiar with such foreign markets while also being qualified to market our products. We may not be
successful in growing our presence in or expanding into any such international markets or in generating sales from such foreign
operations.
We have historically grown our business by expanding into additional international markets, but such growth does not
always work out as anticipated and there is no assurance that we will be successful in the existing international markets where
we are currently seeking to grow our presence, including China, or the new international markets we plan to enter. Our
business, financial condition and results of operations could be materially adversely affected if we do not achieve the
international growth that we anticipate.
We are exposed to a number of different tax uncertainties, including potential changes in tax laws, unanticipated tax
liabilities and limitations on utilization of tax attributes after any change of control, which could materially adversely affect
our business, financial condition and results of operations.
We are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. Tax laws,
regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice,
due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our provision
and accruals for these taxes. Changes to or promulgation of new tax laws, interpretive regulations, other tax or accounting
guidance could significantly impact how we are taxed on both U.S. and foreign earnings. Transactions that we have arranged in
light of current tax rules could have adverse consequences if those tax rules change, and the imposition of any new or increased
tariffs, duties and taxes could materially adversely affect our business, financial condition and results of operations.
Our effective tax rates in the future could be adversely affected by a number of factors, including changes in the
expected geographic mix of earnings in countries with differing statutory tax rates, changes in the valuation and realizability of
deferred tax assets and liabilities, changes to or issuance of new tax laws, interpretive regulations, notices or other
administrative practices, principles, or guidance, changes to or issuance of new accounting guidance, changes in foreign
currency exchange rates, entry into new businesses and geographies, changes to our existing businesses and operations,
acquisitions (including integrations) and investments and how they are financed, changes in our stock price, and the outcome of
income tax audits in various jurisdictions around the world. Finally, foreign governments may enact tax laws in response to the
U.S. Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) that could result in further changes to global taxation and materially
affect our financial position and results of operations.
Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation
undergoes an “ownership change,” the corporation’s ability to use its pre(cid:3)change net operating loss carryforwards and other
pre(cid:3)change tax attributes, such as foreign tax credits and research tax credits, to offset its post(cid:3)change income and taxes may be
limited. In general, an “ownership change” generally occurs if there is a cumulative change in our ownership by “5(cid:3)percent
shareholders” that exceeds 50 percentage points over a rolling three(cid:3)year period. Similar rules apply under state tax laws. We
may experience an ownership change from future transactions in our stock, some of which may be outside our control. As a
26
result, if we earn net taxable income, our ability to use pre(cid:3)change net operating loss carryforwards or other pre(cid:3)change tax
attributes to offset U.S. federal and state taxable income and taxes may be subject to incremental limitations.
We are engaged in a number of intercompany transactions across multiple tax jurisdictions. Although we believe that
these transactions reflect the accurate economic allocation of profit and that the proper transfer pricing documentation is in
place, the profit allocation and transfer pricing terms and conditions may be scrutinized by local tax authorities during an audit
and any resulting changes may impact our mix of earnings in countries with differing statutory tax rates.
We are also subject to the audit or examination of our tax returns by the IRS and other tax authorities whereby tax
authorities could impose additional tariffs, duties, taxes, penalties and interest on us. The determination of our worldwide
provision for income taxes and other tax liabilities requires significant judgment, and there are many transactions and
calculations where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable and our tax
provisions are adequate, the final determination of tax audits and any related disputes could be materially different from our
historical income tax provisions and accruals. The results of audits or related disputes could have an adverse effect on our
financial statements and our financial results for the period or periods for which the applicable final determinations are made.
Portions of our operations are subject to a reduced tax rate or are free of tax under various tax holidays and rulings that
expire in whole or in part from time to time. These tax holidays and rulings may be extended when certain conditions are met,
or terminated if certain conditions are not met. If the tax holidays and rulings are not extended, or if we fail to satisfy the
conditions of the reduced tax rate, then our effective tax rate would increase in the future.
Changes to the overall international tax environment, as well as changes to some of the tax laws of the foreign
jurisdictions in which we operate, are expected as a result of the Base Erosion and Profit Shifting project (“BEPS”), undertaken
by the Organisation for Economic Co(cid:3)operation and Development (“OECD”). The OECD, which represents a coalition of
member countries that encompass many of the jurisdictions in which we operate, has promulgated recommended changes to
numerous long standing international tax principles through its BEPS project. It is expected that jurisdictions in which we do
business may continue to react to the BEPS initiative by enacting tax legislation, and our business could be materially
impacted. Our transfer pricing arrangements and principles are reviewed annually; changes may need to be incorporated as the
BEPS principles are fully implemented on a global basis.
Our insurance policies may not provide adequate levels of coverage against all claims and we may incur losses that are not
covered by our insurance.
We maintain insurance of the type and in amounts that we believe is commercially reasonable and that is available to
businesses in our industry. We carry various types of insurance, including general liability, auto liability, workers’
compensation, cyber and excess umbrella, from highly rated insurance carriers on all of our properties. We believe that the
policy specifications and insured limits are adequate for foreseeable losses with terms and conditions that are reasonable and
customary for similar businesses and are within industry standards. Nevertheless, market forces beyond our control could limit
the scope of the insurance coverage that we can obtain in the future or restrict our ability to buy insurance coverage at
reasonable rates. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance
coverage, the level of any deductible and/or self(cid:3)insurance retention applicable thereto, the level of aggregate coverage
available or the availability of coverage for specific risks.
In the event of a substantial loss, the insurance coverage that we carry may not be sufficient to compensate us for the
losses we incur or any costs for which we are responsible. In addition, there are types of losses we may incur that cannot be
insured against or that we believe are not commercially reasonable to insure. For example, we maintain business interruption
insurance, but there can be no assurance that the coverage for a severe or prolonged business interruption would be adequate
and the deductibles for such insurance may be high. These losses, if they occur, could materially adversely affect our business,
financial condition and results of operations.
We are subject to product liability, warranty and recall claims, and our insurance coverage may not cover such claims.
Our products expose us to warranty claims and product liability claims if products we manufacture, sell or design
actually or allegedly fail to perform as expected, or the use of those products results, or is alleged to result, in personal injury,
death or property damage. Further, we or one or more of our suppliers might not adhere to product safety requirements or
quality control standards, and products may be shipped to retail partners before the issue is identified. If this occurs, we may
have to recall our products to address performance, compliance or other safety related issues. The financial costs we may incur
in connection with these recalls typically would include the cost of the product being replaced or repaired and associated labor
and administrative costs and, if applicable, governmental fines and/or penalties.
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Product recalls can harm our reputation and cause us to lose customers, particularly if those recalls cause consumers to
question the performance, quality, safety or reliability of our products. Substantial costs incurred or lost sales caused by future
product recalls could materially adversely affect our business, financial condition and results of operations. Conversely, not
issuing a recall or not issuing a recall on a timely basis can harm our reputation and cause us to lose customers for the same
reasons as expressed above. Product recalls, withdrawals, repairs or replacements may also increase the amount of competition
that we face.
There is no assurance that we can successfully defend or settle all product liability cases. Our insurance policies
provide coverage against claims resulting from alleged injuries arising from our products sustained during the respective policy
periods, subject to policy terms and conditions. There can be no assurance that this coverage will be renewed or otherwise
remain available in the future, that our insurers will be financially viable when payment of a claim is required, that the cost of
such insurance will not increase, or that this insurance will ultimately prove to be adequate under our various policies.
Furthermore, future rate increases might make insurance uneconomical for us to maintain. These potential insurance problems
or any adverse outcome in any liability suit could create increased expenses which could harm our business. We are unable to
predict the nature of product liability claims that may be made against us in the future with respect to injuries, diseases or other
illnesses resulting from the use of our products or the materials incorporated in our products.
Our actual product warranty obligations could materially differ from historical rates, which would oblige us to revise
our estimated warranty liability accordingly. Adverse determinations of material product liability and warranty claims made
against us could materially adversely affect our business, financial condition and results of operations and could harm the
reputation of our brands.
We may be subject to litigation and other regulatory proceedings which may result in the expense of time and resources and
could materially adversely affect our business, financial condition and results of operations.
From time to time, we are involved in lawsuits and regulatory actions relating to our business, including those relating
to intellectual property, antitrust, commercial and employment matters. Due to the inherent uncertainties of litigation and
regulatory proceedings, we cannot accurately predict the likelihood of such lawsuits or regulatory proceedings occurring or the
ultimate outcome of any such proceedings. An unfavorable outcome could materially adversely affect our business, financial
condition and results of operations. In addition, any such proceeding, regardless of its merits, could divert management’s
attention from our operations and result in substantial legal fees.
We are subject to environmental, health and safety laws and regulations, which could subject us to liabilities, increase our
costs or restrict our operations in the future.
Our properties and operations are subject to a number of environmental, health and safety laws and regulations in each
of the jurisdictions in which we operate. These laws and regulations govern, among other things, air emissions, water
discharges, handling and disposal of solid and hazardous substances and wastes, soil and groundwater contamination and
employee health and safety. Our failure to comply with such environmental, health and safety laws and regulations could result
in substantial civil or criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or
curtailing operations or requiring remedial or corrective measures, installation of pollution control equipment or other actions.
We may also be subject to liability for environmental investigations and cleanups, including at properties that we
currently or previously owned or operated, even if such contamination was not caused by us, and we may face claims alleging
harm to health or property or natural resource damages arising out of contamination or exposure to hazardous substances. We
may also be subject to similar liabilities and claims in connection with locations at which hazardous substances or wastes we
have generated have been stored, treated, otherwise managed, or disposed.
We use certain substances and generate certain wastes that may be deemed hazardous or toxic under environmental
laws, and we from time to time have incurred, and in the future may incur, costs related to cleaning up contamination resulting
from historic uses of certain of our current or former properties or our treatment, storage or disposal of wastes at facilities
owned by others. The costs of investigation, remediation or removal of such materials may be substantial, and the presence of
those substances, or the failure to remediate a property properly, may impair our ability to use, transfer or obtain financing
regarding our property. Liability in many situations may be imposed not only without regard to fault, but may also be joint and
several, so that we may be held responsible for more than our share of the contamination or other damages, or even for the
entire amount.
Environmental conditions at or related to our current or former properties or operations, and/or the costs of complying
with current or future environmental, health and safety requirements (which have become more stringent and complex over
time) could materially adversely affect our business, financial condition and results of operations.
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We may require additional capital in the future and we cannot give any assurance that such capital will be available at all or
available on terms acceptable to us and, if it is available, additional capital raised by us may dilute holders of our common
stock.
We may need to raise additional funds through public or private debt or equity financings in order to:
•
•
•
•
fund ongoing operations;
take advantage of opportunities, including expansion of our business or the acquisition of complementary
products, technologies or businesses;
develop new products; or
respond to competitive pressures.
Any additional capital raised through the sale of equity or securities convertible into equity will dilute the percentage
ownership of holders of our common stock. Capital raised through debt financing would require us to make periodic interest
payments and may impose restrictive covenants on the conduct of our business. Furthermore, additional financings may not be
available on terms favorable to us, or at all, especially during periods of adverse economic conditions, which could make it
more difficult or impossible for us to obtain funding for the operation of our business, for making additional investments in
product development and for repaying outstanding indebtedness. Our failure to obtain additional funding could prevent us from
making expenditures that may be required to grow our business or maintain our operations.
Our business could be materially adversely affected as a result of the risks associated with acquisitions and investments.
We have made acquisitions and investments in the past and may pursue further acquisitions and investments in the
future. These transactions are accompanied by risks. For instance, an acquisition could have a negative effect on our financial
and strategic position and reputation or the acquired business could fail to further our strategic goals. We may not be able to
successfully integrate acquired businesses into ours, and therefore we may not be able to realize the intended benefits from an
acquisition. We may have a lack of experience in new markets or products brought on by the acquisition and we may have an
initial dependence on unfamiliar supply or distribution partners. All of these and other potential risks may serve as a diversion
of our management's attention from other business concerns, and any of these factors could have a material adverse effect on
our business.
If our estimates or judgments relating to our critical accounting estimates prove to be incorrect, our financial condition and
results of operations could be adversely affected.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our
estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances,
as discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 7 of Part
II, included elsewhere in this report. The results of these estimates form the basis for making judgments about the carrying
values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources.
Significant assumptions and estimates used in preparing our consolidated financial statements include those related to
impairment of goodwill, pension and other post retirement benefits, provisions for income taxes and valuation allowances for
deferred tax assets. Our financial condition and results of operations may be adversely affected if our assumptions change or if
actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the
expectations of securities analysts and investors, resulting in a decline in the price of our common stock.
Terrorist activities and international political instability may decrease demand for our products and disrupt our business.
Terrorist activities and armed conflicts could have an adverse effect upon the United States or worldwide economy and
could cause decreased demand for our products. If such events disrupt domestic or international air, ground or sea shipments, or
the operation of our suppliers or our manufacturing facilities, our ability to obtain the materials necessary to manufacture
products and to deliver customer orders would be harmed, which could materially adversely affect our business, financial
condition and results of operations. Such events can negatively impact tourism, which could adversely affect our sales to
retailers at resorts and other vacation destinations. In addition, the occurrence of political instability and/or terrorist activities
generally restricts travel to and from the affected areas, making it more difficult in general to manage our global operations.
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Our business could be harmed by the occurrence of natural disasters or pandemic diseases.
The occurrence of a natural disaster, such as an earthquake, tsunami, fire, flood or hurricane, or the outbreak of a
pandemic disease, including, for example, the Wuhan coronavirus outbreak beginning in 2020, could materially adversely
affect our business, financial condition and results of operations. A natural disaster or a pandemic disease could adversely affect
both the demand for our products as well as the supply of the raw materials or components used to make our products. Demand
for golf products also could be negatively affected if consumers in the affected regions restrict their recreational activities and
discretionary spending and as tourism to those areas declines. If our suppliers experience a significant disruption in their
business as a result of a natural disaster or pandemic disease, our ability to obtain the necessary raw materials or components to
make products could be materially adversely affected. In addition, the occurrence of a natural disaster or the outbreak of a
pandemic disease generally restricts travel to and from the affected areas, making it more difficult in general to manage our
global operations.
Risks Related to Our Indebtedness
Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability
to react to changes in the economy or in our industry, expose us to interest rate risk to the extent of our variable rate debt,
and prevent us from meeting our obligations under our indebtedness.
As of December 31, 2019, we had $404.4 million of indebtedness (excluding debt issuance costs). As of December 31,
2019, we had available borrowings under our revolving credit facility of $338.5 million after giving effect to $11.2 million of
outstanding letters of credit and we had available borrowings remaining under our local credit facilities of $60.1 million. As of
December 31, 2019, we had outstanding interest rate swap contracts to hedge the interest rate risk on $160.0 million of our
variable rate debt.
Our high degree of leverage could have important consequences for us, including:
•
•
•
requiring us to utilize a substantial portion of our cash flows from operations to make payments on our
indebtedness, reducing the availability of our cash flows to fund working capital, capital expenditures, product
development, acquisitions, general corporate and other purposes;
increasing our vulnerability to adverse economic, industry, or competitive developments;
exposing us to the risk of increased interest rates because substantially all of our borrowings are at variable rates
of interest;
• making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to
comply with the obligations of any of our debt instruments, including financial maintenance covenants and
restrictive covenants, could result in an event of default under the agreements governing our indebtedness;
•
•
•
restricting us from making strategic acquisitions or causing us to make non strategic divestitures;
limiting our ability to obtain additional financing for working capital, capital expenditures, product development,
debt service requirements, acquisitions, and general corporate or other purposes; and
limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us
at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may
be able to take advantage of opportunities that our leverage prevents us from exploiting.
Servicing our indebtedness will require a significant amount of cash. Our ability to generate sufficient cash depends on
many factors, some of which are not within our control.
Our ability to make payments on our indebtedness and to fund planned capital expenditures will depend on our ability
to generate cash in the future. To a certain extent, this is subject to general economic, financial, competitive, legislative,
regulatory, and other factors that are beyond our control. If we are unable to generate sufficient cash flows to service our debt
and meet our other commitments, we may need to restructure or refinance all or a portion of our debt, sell material assets or
operations, or raise additional debt or equity capital. We may not be able to effect any of these actions on a timely basis, on
commercially reasonable terms, or at all, and these actions may not be sufficient to meet our capital requirements. In addition,
any refinancing of our indebtedness could be at a higher interest rate, and the terms of our existing or future debt arrangements
may restrict us from effecting any of these alternatives. Our failure to make the required interest and principal payments on our
indebtedness would result in an event of default under the agreement governing such indebtedness, which may result in the
acceleration of some or all of our outstanding indebtedness.
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Despite our high indebtedness level, we and our subsidiaries will still be able to incur significant additional amounts of debt,
which could further exacerbate the risks associated with our substantial indebtedness.
We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the
agreements governing our indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are
subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness
that could be incurred in compliance with these restrictions could be substantial.
Our credit agreements contain restrictions that limit our flexibility in operating our business.
The agreements governing our outstanding indebtedness contain various covenants that limit our ability to engage in
specified types of transactions. These covenants limit the ability of our subsidiaries to, among other things:
• incur, assume, or permit to exist additional indebtedness or guarantees;
• incur liens;
• make investments and loans;
• pay dividends, make payments on, or redeem or repurchase capital stock;
• engage in mergers, liquidations, dissolutions, asset sales, and other non-ordinary course dispositions (including sale
leaseback transactions);
• amend or otherwise alter terms of certain indebtedness or certain other agreements;
• prepay, repurchase or redeem certain indebtedness;
• 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;
• change our fiscal year or accounting practices; or
• enter into a transaction or series of transactions that constitutes a change of control.
The covenants contained in the credit agreement governing our restated credit facility (which we refer to in this report
as “our credit agreement”) also restrict the ability of Acushnet Holdings Corp. to engage in certain mergers or consolidations or
engage in any activities other than permitted activities. A breach of any of these covenants, among others, could result in a
default under one or more of these agreements, including as a result of cross default provisions, and, in the case of our restated
credit facility, following any applicable cure period, would permit the lenders thereunder to, among other things, declare the
principal, accrued interest and other obligations thereunder to be immediately due and payable and declare the commitment of
each lender thereunder to make loans and issue letters of credit to be terminated.
We utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our
variable rate indebtedness and we are exposed to risks related to counterparty credit worthiness or non performance of these
instruments.
We enter into pay fixed interest rate swaps to limit our exposure to changes in variable interest rates. Such instruments
may result in economic losses should interest rates decline to a point lower than our fixed rate commitments. We are exposed to
credit related losses, which could impact the results of operations in the event of fluctuations in the fair value of the interest rate
swaps due to a change in the credit worthiness or non performance by the counterparties to the interest rate swaps.
Risks Related to Ownership of Our Common Stock
The interests of Magnus and Fila and any of their successors or transferees may conflict with other holders of our common
stock.
As of December 31, 2019, Magnus Holdings Co., Ltd. (“Magnus”), which is wholly owned by Fila, beneficially
owned approximately 52.1% of our outstanding common stock. Fila is able to control the election and removal of our directors
and thereby effectively determine, among other things, the payment of dividends, our corporate and management policies,
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including potential mergers or acquisitions or asset sales, amendment of our amended and restated certificate of incorporation
or amended and restated bylaws, and other significant corporate transactions for so long as Magnus retains significant
ownership of us. So long as Fila owns Magnus and Magnus continues to own a significant amount of our voting power, even if
such amount is less than 50%, Fila will continue to be able to strongly influence or effectively control our decisions. The
interests of Fila and Magnus may not coincide with the interests of other holders of our common stock.
By controlling the election and removal of our directors, Fila is able to effectively determine the payment of dividends
on our common stock. Magnus may cause us to pay dividends on our common stock at times or in amounts that may not be in
the best interest of us or other holders of our common stock. For example, it may be in the interest of Magnus and Fila to cause
the payment of dividends on our common stock in order to satisfy obligations under loan agreements they may enter into from
time to time. See “Risks Related to Ownership of our Common Stock-We cannot assure you that we will pay dividends on our
common stock, and our indebtedness and other factors could limit our ability to pay dividends on our common stock.”
In the ordinary course of its business activities, Fila and its affiliates may engage in activities where their interests
conflict with our interests or those of our shareholders. Except as may be limited by applicable law, Fila and its affiliates will
not have any duty to refrain from competing directly with us or engaging, directly or indirectly, in the same business activities
or similar business activities or lines of business in which we operate. Fila and its affiliates also may pursue acquisition
opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available
to us. In addition, Fila and its affiliates may have an interest in us pursuing acquisitions, divestitures and other transactions that,
in its judgment, could enhance its investment, even though such transactions might involve risks to you.
In addition, the concentration of our ownership held by Magnus may delay, deter or prevent possible changes in
control of the company or a change in the composition of our board of directors and could preclude any unsolicited acquisition
of us, which may reduce the value of an investment in our common stock. Magnus may also transfer a substantial amount of
our common stock, including a controlling interest in our Company, to third parties. The interests of any such transferees may
not coincide with the interests of other holders of our common stock.
In the past, Magnus and Fila have entered into loan agreements, some of which have included pledges of our common
stock to their lenders. Magnus and Fila may agree to amend any existing loan agreements or enter into replacement or
additional loan agreements in the future. Although we have been informed by Magnus that the loan agreement that it entered
into in September 2017 has been refinanced such that the shares of our common stock held by Magnus are no longer pledged as
collateral, such agreement and any future loan agreements by Magnus and Fila could provide for pledges of shares of our
common stock or Fila’s interests in Magnus. Magnus has informed us in the past that the shares of our common stock held by it
were its only assets. Any transfer by Fila or Magnus as a result of its obligations to third parties or otherwise could have a
significant impact on our shareholding structure and our corporate governance and could materially decrease the market price
of shares of our common stock. In addition, the perception that such a transfer could occur could materially depress the market
price of shares of our common stock. Such transfers of our common stock may also result in a change of control under certain
agreements that we enter into from time to time, which could result in a default under such agreements. Under our credit
agreement, for example, it is a change of control if any person (other than certain permitted parties, including Fila) becomes the
beneficial owner of 35% or more of our outstanding common stock. As a result, if a third party were to acquire beneficial
ownership of 35% or more of our outstanding common stock, it would result in a change of control under our credit agreement,
which is an event of default under our credit agreement. In addition, a change of control under our outstanding equity award
agreements and other employment arrangements may result in the vesting of outstanding equity awards and the acceleration of
benefits or other payments under certain employment arrangements. A change of control may also result in a default or other
negative consequence under our other outstanding agreements or instruments.
We are a “controlled company” within the meaning of the rules of the NYSE. As a result, we will qualify for, and are
relying upon, exemptions from certain corporate governance requirements that would otherwise provide protection to
shareholders of other companies.
Under the corporate governance standards of the NYSE rules, a company of which more than 50% of the voting
power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with
certain corporate governance requirements, including:
the requirement that a majority of our board of directors consist of “independent directors” as defined
•
under the rules of the NYSE;
•
the requirement that we have a compensation committee that is composed entirely of independent directors
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with a written charter addressing the committee’s purpose and responsibilities;
the requirement that we have a nominating and corporate governance committee that is composed
•
entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;
the requirement for an annual performance evaluation of the compensation and nominating and
•
corporate governance committees;
the compensation committee be explicitly charged with hiring and overseeing compensation
•
consultants, legal counsel, and other committee advisors; and
the compensation committee be required to consider, when engaging compensation consultants, legal
•
counsel, or other advisors, certain independence factors, including factors that examine the relationship
between the consultant or advisor’s employer and us.
Magnus, which is wholly owned by Fila, controls 38,809,168 shares, or approximately 52.1%, of our outstanding
common stock as of December 31, 2019. As a result, we qualify as a “controlled company” within the meaning of the
corporate governance standards of the NYSE. We are relying on some of the exemptions available to controlled companies and
may rely on one or more of the exemptions going forward. In particular, as of the date hereof, we do not have a majority of
independent directors on our board of directors, and our nominating and corporate governance committee does not consist
entirely of independent directors. Accordingly, you may not have the same protections afforded to shareholders of companies
that are subject to all of the corporate governance requirements of the NYSE.
The market price of shares of our common stock may be volatile, which could cause the value of your investment to decline.
The market price of our common stock may be highly volatile and could be subject to wide fluctuations. Securities
markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic,
market or political conditions, could reduce the market price of shares of our common stock in spite of our operating
performance. In addition, our results of operations could be below the expectations of public market analysts and investors due
to a number of potential factors, including variations in our quarterly results of operations, additions or departures of key
management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry,
litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or
enforcement thereof affecting our business or the golf industry, adverse market reaction to any indebtedness we may incur or
securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or
investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic
partnerships, joint ventures or capital commitments, adverse publicity about our industry in or individual scandals, and in
response the market price of shares of our common stock could decrease significantly.
In the past few years, stock markets have experienced significant price and volume fluctuations. In the past, following
periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has
often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a
diversion of our management’s attention and resources.
If we are unable to maintain effective internal controls over financial reporting, we may not be able to produce timely and
accurate financial statements, which could have a material adverse effect on our business and stock price.
If we fail to maintain effective internal controls over financial reporting or if we identify material weaknesses in our
internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial
statements which could cause the market price of our common stock to decline, and we could become subject to sanctions or
investigations by the stock exchange upon which our common stock is listed, the SEC or other regulatory authorities, and we
could be delayed in delivering financial statements, which could result in a default under the agreements governing our
indebtedness.
We cannot assure you that we will pay dividends on our common stock, and our indebtedness and other factors could limit
our ability to pay dividends on our common stock.
We intend to pay cash dividends on our common stock, subject to the discretion of our board of directors and our
compliance with applicable law, and depending on, among other things, our results of operations, capital requirements,
financial condition, contractual restrictions, restrictions in our debt agreements and in any equity securities, business prospects
and other factors that our board of directors may deem relevant. Because we are a holding company and have no direct
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operations, we expect to pay dividends, if any, only from funds we receive from our subsidiaries, which may further restrict our
ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants
under any existing and future outstanding indebtedness we or our subsidiaries incur. Certain of our existing agreements
governing indebtedness, including our credit agreement, restrict our ability to pay dividends on our common stock. We expect
that any future agreements governing indebtedness will contain similar restrictions. For more information, see Item 5. Part II –
"Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Dividend
Policy” and Item 7. Part II – "Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Liquidity and Capital Resources.”
Our dividend policy entails certain risks and limitations, particularly with respect to our liquidity. By paying cash
dividends rather than investing that cash in our business or repaying debt, we risk, among other things, slowing the pace of our
growth and having insufficient cash to fund our operations or unanticipated capital expenditures or limiting our ability to incur
additional borrowings.
Although we expect to pay dividends according to our dividend policy, we may not pay dividends according to our
policy, or at all, if, among other things, we do not have the cash necessary to pay our intended dividends.
The declaration and payment of dividends will be determined at the discretion of our board of directors, acting in
compliance with applicable law and contractual restrictions. However, our board of directors is determined by Magnus, which
is wholly(cid:3)owned by Fila, which controls a majority of the voting power of all outstanding shares of our common stock.
Accordingly, the decision to declare and pay dividends on our common stock in the future, as well as the amount of each such
dividend payment, may also depend on the amounts Magnus needs to fund potential interest payments under any future equity
or debt financing.
Acushnet Holdings Corp. is a holding company with no operations of its own and, as such, it depends on its subsidiaries for
cash to fund all of its operations and expenses, including future dividend payments, if any.
Our operations are conducted almost entirely through our subsidiaries and our ability to generate cash to make future
dividend payments, if any, is highly dependent on the earnings and the receipt of funds from our subsidiaries via dividends or
intercompany loans, which may be restricted as a result of the laws of the jurisdiction of organization of our subsidiaries,
agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries
incur.
You may be diluted by the future issuance of additional common stock in connection with our incentive plans, acquisitions
or otherwise.
As of December 31, 2019, we had 424,380,413 shares of common stock authorized but unissued. Our amended and
restated certificate of incorporation authorizes us to issue these shares of common stock and securities convertible into,
exchangeable for, or exercisable into our common stock for the consideration and on the terms and conditions established by
our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. We have 6,664,012 shares
available for issuance under our 2015 Incentive Plan. Any shares of common stock that we issue, under our 2015 Incentive Plan
or other equity incentive plans that we may adopt in the future, dilute the percentage ownership held by our existing
shareholders.
Future sales, or the perception of future sales, by us or our existing shareholders in the public market could cause the
market price for our common stock to decline.
The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales
could occur, including sales by us or our shareholders, could harm the prevailing market price of shares of our common stock.
These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the
future at a time and at a price that we deem appropriate. These factors could also make it more difficult for us to raise additional
funds through future offerings of our shares of common stock or other securities.
Anti(cid:3)takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts
for us that you might consider favorable.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may
make the merger or acquisition of the Company more difficult without the approval of our board of directors. Among other
things:
•
although we do not have a stockholder rights plan, these provisions would allow us to authorize the issuance of
undesignated preferred stock in connection with a stockholder rights plan or otherwise, the terms of which may be
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established and the shares of which may be issued without stockholder approval, and which may include super
voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common
stock;
these provisions require advance notice for nominations of directors by stockholders and for stockholders to
include matters to be considered at our annual meetings;
these provisions prohibit stockholder action by written consent;
these provisions provide for the removal of directors only upon affirmative vote of holders of at least 66 % of the
shares of common stock entitled to vote generally in the election of directors if Magnus and its affiliates hold less
than 50% of our outstanding shares of common stock; and
these provisions require the amendment of certain provisions only by the affirmative vote of at least 66 % of the
shares of common stock entitled to vote generally in the election of directors if Magnus and its affiliates hold less
than 50% of our outstanding shares of common stock.
•
•
•
•
Further, as a Delaware corporation, we are also subject to provisions of Delaware law, which may impair a takeover
attempt that our shareholders may find beneficial. These anti takeover provisions and other provisions under Delaware law
could discourage, delay or prevent a transaction involving a change in control of the Company, including actions that our
shareholders may deem advantageous, or negatively affect the trading price of our common stock. These provisions could also
discourage proxy contests and make it more difficult for you and other shareholders to elect directors of your choosing and to
cause us to take other corporate actions you desire.
If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our
stock price and trading volume could decline.
The trading market for our common stock relies in part on the research and reports that industry or financial analysts
publish about us or our business or industry. We do not control these analysts. Furthermore, if one or more of the analysts who
do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable
research about our business or industry, the price of our stock could decline. If one or more of these analysts ceases coverage of
us or fails to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or
trading volume to decline.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
35
ITEM 2. PROPERTIES
Our material facilities are located worldwide as shown in the table below.
Location
Type
Facility Size(1)
Leased/Owned
Fairhaven, Massachusetts
Headquarters and Golf Ball R&D
222,720
Golf Balls
North Dartmouth, Massachusetts
Golf ball manufacturing
New Bedford, Massachusetts
Golf ball manufacturing
Amphur Pluakdaeng Rayong, Thailand
Golf ball manufacturing
New Bedford, Massachusetts
Golf ball customization and distribution
center
Fairhaven, Massachusetts
Golf ball packaging
New Bedford, Massachusetts
Golf ball advanced engineering and ball
cavity manufacturing
Golf Clubs, Wedges and Putters
Carlsbad, California
San Marcos, California
Encinitas, California
Tochigi, Japan
FootJoy
Golf club assembly and R&D
Putter research
Putter fitting and sales
Golf club assembly
Fuzhou, Fujian, China (40% owned joint
venture)
Golf shoe manufacturing and distribution
center
Brockton, Massachusetts
Golf shoe R&D, custom glove assembly,
apparel embroidery and distribution center
Sriracha Chonburi, Thailand
Golf glove manufacturing
Sales Offices and Distribution Centers (used by multiple reportable segments)
Fairhaven, Massachusetts
East Coast distribution center
Vista, California
Cambridgeshire, United Kingdom
West Coast distribution center and golf
bag embroidery
Sales office and distribution center, as
well as golf club assembly and golf ball
customization
Helmond, The Netherlands
Sales office and distribution center
Victoria, Australia
Ontario, Canada
Randburg, South Africa
Yongin-shi, Korea
Sales office and distribution center, as
well as golf club assembly
Sales office and distribution center, as
well as golf ball customization
Sales office and distribution center, as
well as golf club assembly
Distribution center, golf ball
customization and golf club assembly
179,602
244,091
230,003
438,007
49,580
34,000
165,485
19,200
3,754
20,376
525,031
146,000
112,847
185,370
102,319
156,326
69,965
37,027
102,057
25,060
174,982
Product Testing and Fitting Centers (Golf Balls and Golf Clubs)
Acushnet, Massachusetts
Oceanside, California
East Coast product testing and fitting for
golf balls and golf clubs
22 acres total, including 7,662 square
foot building
West Coast product testing and fitting for
golf balls and golf clubs
(Titleist Performance Institute)
30 acres total, including 20,539 square
foot building
(1) Facility size represents square footage of the building, unless otherwise noted.
Owned
Owned
Owned
Owned
Owned
Owned
Leased
Leased
Leased
Leased
Leased
Building Owned/
Land Leased
Owned
Building Owned/
Land Leased
Owned
Leased
Owned
Leased
Leased
Leased
Leased
Leased
Owned
Owned
We have additional sales offices and facilities in Hawaii, New Zealand, Malaysia, Singapore, Hong Kong, Taiwan,
Japan, Korea, Thailand, Sweden, France, Germany and Switzerland. In the opinion of our management, our properties are
adequate and suitable for our business as presently conducted and are adequately maintained.
36
ITEM 3. LEGAL PROCEEDINGS
We are defendants in lawsuits associated with the normal conduct of our 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.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Executive Officers
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Set forth below is information concerning the Company’s executive officers as of February 27, 2020.
Name
David Maher
Mary Lou Bohn
Steven Pelisek
John (Jay) Duke, Jr.
Christopher Lindner
Thomas Pacheco
Brendan Gibbons
Brendan Reidy
Age
Position
52 President and Chief Executive Officer
59 President, Titleist Golf Balls
59 President, Titleist Golf Clubs
51 President, Titleist Golf Gear
51 President, FootJoy
51 Executive Vice President, Chief Financial Officer and Chief Accounting Officer
44 Executive Vice President, Chief Legal Officer and Corporate Secretary
42 Senior Vice President, Chief Human Resources Officer
David Maher, 52, joined the company in 1991 and was appointed President and Chief Executive Officer of Acushnet
Company in 2018. Prior to that, Mr. Maher was Chief Operating Officer from June 2016 to December 2017, Senior Vice
President, Titleist Worldwide Sales and Global Operations from February 2016 to June 2016 and Vice President, Titleist U.S.
Sales from 2001 to January 2016.
Mary Lou Bohn, 59, joined the company in 1987 and was appointed President, Titleist Golf Balls in June 2016. Prior
to that, Ms. Bohn was Executive Vice President, Titleist Golf Balls and Titleist Communications from February 2016 to
June 2016, Vice President, Golf Ball Marketing and Titleist Communications from 2010 to January 2016 and Vice President,
Advertising and Communications from 2000 to 2010.
Steven Pelisek, 59, joined the company in 1993 and was appointed President, Titleist Golf Clubs in March 2016. From
2008 to March 2016, he was General Manager, Titleist Golf Clubs. Prior to that, Mr. Pelisek served as Vice President, Club
Sales for both the Titleist and Cobra Club brands.
John (Jay) Duke, Jr., 51, joined the company in 2014 and was appointed President, Titleist Golf Gear in 2014. Prior
to that, Mr. Duke worked at Hasbro, Inc., a multinational toy and board game company, from 2012 to 2014 where he was Vice
President and Global Franchise Leader for Transformers Global Brand. Prior to Hasbro, Mr. Duke was President of Karhu
Holdings BV from 2008 to 2012 and prior to that he held senior general management and strategy positions with Converse Inc.
(a subsidiary of NIKE, Inc.). Mr. Duke also spent time earlier in his career working for Morgan Stanley’s Investment Banking
Division and in general management positions with Reebok International Ltd.
Christopher Lindner, 51, joined the company in August 2016 as President, FootJoy. Prior to that, Mr. Lindner worked
at Wolverine World Wide Inc., an American footwear manufacturer, from 2010 to August 2016 where he was President of Keds
from 2014 to August 2016 and Chief Marketing Officer and Senior Vice President of North America Sales for Saucony from
2010 to 2014. Prior to 2010, Mr. Lindner held various positions with NIKE, including as Vice President of Global Marketing
for Converse and Vice President of Global Marketing for Bauer Hockey (both NIKE subsidiaries), and a leadership role with
Electronic Arts.
Thomas Pacheco, 51, joined the company in 2017 and was appointed Executive Vice President, Chief Financial
Officer and Chief Accounting Officer in January 2019. Prior to that, Mr. Pacheco was Senior Vice President, Finance and
Chief Accounting Officer from April 2017 to December 2018 and Senior Vice President, Finance and Chief Audit Executive of
Dell Technologies from September 2016 to March 2017. Prior to September 2016, Mr. Pacheco served as Senior Vice
President, Finance and Chief Accounting Officer at EMC until it was acquired by Dell Technologies. He joined EMC in 2005
37
and held several roles in Finance including Assistant Corporate Controller, CFO - Cloud Services Division and Senior Director
of Corporate Accounting and Reporting.
Brendan Gibbons, 44, joined the company in December 2017 as Executive Vice President, Chief Legal Officer and
Corporate Secretary. Mr. Gibbons was Senior Vice President, General Counsel and Secretary of Wolverine World Wide, Inc.
from April 2014 to November 2017. Prior to that, Mr. Gibbons served as Senior Vice President of Legal and Corporate Affairs,
General Counsel and Secretary of Carter’s, Inc.
Brendan Reidy, 42, joined the company in January 2019 as Senior Vice President, Chief Human Resources
Officer. Prior to that, Mr. Reidy was Vice President, Human Resources - Organizational Effectiveness from April 2018 to
December 2018 and Vice President, Human Resources - Research & Development & Corporate Functions of Biogen, Inc. from
January 2015 to April 2018. Prior to that, Mr. Reidy served in a number of leadership roles at Biogen, Inc. from May 2011 to
January 2015. Mr. Reidy also spent time earlier in his career working for both Procter & Gamble and The Gillette Company in
human resources positions from September 2002 to May 2011.
38
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock has been listed on the New York Stock Exchange (the “NYSE”) under the symbol “GOLF” since
October 28, 2016.
On February 21, 2020, the last reported sales price of our common stock on the NYSE was $29.83 per share and there
were four record holders of our common stock.
Performance Graph
Set forth below is a graph comparing the cumulative total stockholder return on our common stock against the
cumulative total return of the S&P 500 Index and the S&P 500 Consumer Durables & Apparel Index for the period
commencing October 28, 2016 (the first day our common stock began trading on the NYSE) through December 31, 2019.
Index data was furnished by FactSet. The graph assumes that $100 was invested on October 28, 2016 in each of our common
stock, the S&P 500 Index, and the S&P 500 Consumer Durables & Apparel Index and that all dividends were reinvested.
Acushnet Holdings Corp.
S&P 500
S&P 500 Consumer Durables & Apparel
28-Oct-16
31-Dec-16
31-Dec-17
31-Dec-18
31-Dec-19
$100.00
$100.00
$100.00
$109.81
$105.74
$98.17
$120.60
$128.83
$116.41
$123.14
$123.18
$102.49
$194.07
$161.96
$137.74
Recent Sales of Unregistered Securities
None
Dividend Policy
We paid a total of $43.5 million, $39.1 million, and $35.7 million in dividends on our common stock during the years
ended December 31, 2019, 2018 and 2017, respectively. We expect to pay future quarterly cash dividends on our common
stock, subject to the discretion of our board of directors and our compliance with applicable law, and depending on, among
other things, our results of operations, capital requirements, financial condition, contractual restrictions, restrictions in our debt
agreements and in any equity securities, business prospects and other factors that our board of directors may deem relevant.
Our dividend policy may be changed or terminated in the future at any time without advance notice. For a description of the
restrictions on our ability to pay dividends under our credit agreement, see “Item 7. - Management’s Discussion and Analysis
of Financial Condition and Results of Operations - Liquidity and Capital Resources” and “Notes to Consolidated Financial
Statements – Note 10 – Debt and Financing Arrangements.”
39
Issuer Purchases of Equity Securities
On June 7, 2018, our Board of Directors authorized us to repurchase up to an aggregate of $20.0 million of our issued
and outstanding common stock from time to time. On February 14, 2019, our Board of Directors authorized us to repurchase up
to an additional $30.0 million of our issued and outstanding common stock. On February 11, 2020, our Board of Directors
authorized us to repurchase up to an additional $50.0 million of our issued and outstanding common stock bringing the total
authorization up to $100.0 million.
The following table provides information relating to the Company’s purchase of common stock for the fourth quarter
of 2019:
Period
October 1, 2019 - October 31, 2019
November 1, 2019 - November 30, 2019
December 1, 2019 - December 31, 2019
Total
Total number of
shares
purchased(1)
34,126
64,000
609,483
707,609
$
Average price
paid per share(1)
25.95
$
30.43
26.43
26.77
Total number of shares
purchased as part of
publicly announced
plans or programs(1)
Approximate dollar value of shares
that may yet be purchased under
the plans or programs (1)(2)(3)
(in thousands)
34,126
$
64,000
609,483
707,609
$
38,706
36,758
20,648
20,648
______________________________________________________________________________
(1)In connection with this share repurchase program, we entered into an agreement with Magnus Holdings Co., Ltd.
(“Magnus”), a wholly owned subsidiary of Fila Holdings Co., to purchase from Magnus an equal amount of our common stock
as we purchase on the open market at the same weighted average per share price. Per the agreement, the shares can be
purchased from Magnus when we have purchased an aggregate $24.9 million of shares in the open market, or at an earlier
determination date as agreed to by the parties. The Company and Magnus agreed upon a determination date of December 6,
2019 for shares to be repurchased from Magnus. The shares purchased during the three months ended December 31, 2019
include 535,983 shares purchased from Magnus at an average price of $25.70 per share for an aggregate of $13.8 million.
Subsequent to the determination date, we repurchased additional shares on the open market. As a result, we recorded a $1.8
million liability as of December 31, 2019 for an additional 56,000 shares of common stock to be repurchased from Magnus,
which are not included in the above table. The repurchase program will remain in effect until completed or until terminated by
the Board of Directors.
(2) Includes the $11.1 million related to the Magnus share repurchase agreement. See “Notes to Consolidated Financial
Statements-Note 15-Common Stock,” Item 8 of Part II, included elsewhere in this report, for disclosures related to the Magnus
share repurchase agreement.
(3) Approximate dollar value of shares that may yet be purchased under the plans or programs does not include the February 11,
2020 Board of Directors authorization.
40
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
You should read the selected consolidated financial data below together with the consolidated financial statements and
related notes thereto appearing elsewhere in this report, as well as “Item 7. – Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and the other financial information included elsewhere in this report.
We have derived the consolidated statement of operations data for the years ended December 31, 2019, 2018 and 2017
and the consolidated balance sheet data as of December 31, 2019 and 2018 presented below from our audited consolidated
financial statements included elsewhere in this report. We have derived the consolidated statement of operations data for
the years ended December 31, 2016 and 2015 and our consolidated balance sheet data as of December 31, 2017, 2016 and 2015
presented below from our audited consolidated financial statements which are not included in this report. Our historical audited
results are not necessarily indicative of the results that should be expected in any future period.
Consolidated Statements of Operations Data:
Net sales
Income from operations
Net income
Less: Net income attributable to noncontrolling interests
Net income (loss) attributable to Acushnet Holdings Corp.
Dividends earned by preferred shareholders
Allocation of undistributed earnings to preferred shareholders
Net income (loss) attributable to common shareholders-basic
Net income (loss) attributable to common shareholders-diluted (1)
Per Share Data:
Net income (loss) per common share attributable to Acushnet
Holdings Corp.-basic (2)
Net income (loss) per common share attributable to Acushnet
Holdings Corp.-diluted (3)
Weighted average number of common shares-basic (2)
Weighted average number of common shares-diluted (3)
Cash dividends declared per common share:
Balance Sheet Data:
Unrestricted cash (4)
Current assets less current liabilities, excluding the current portion
of our long term debt and EAR plan liability
Total assets
Common stock warrant liability
Long-term debt, net including current portion, and long-term
finance lease obligations (5)
EAR plan liability, including current portion (6)
Total liabilities
Convertible Preferred Stock
Total equity attributable to Acushnet Holdings Corp.
Total shareholders' equity
Year ended December 31,
2019
2018
2017
2016
2015
(in thousands, except share and per share data)
$ 1,681,357
$ 1,633,721
$ 1,560,258
$ 1,572,275
$ 1,502,958
185,653
124,565
(3,495)
121,070
—
—
121,070
121,070
172,335
103,072
(3,200)
99,872
—
—
99,872
99,872
169,828
103,201
(4,506)
98,695
—
—
98,695
98,695
142,501
117,431
49,515
(4,503)
45,012
(11,576)
(10,247)
23,189
39,664
4,156
(5,122)
(966)
(13,785)
—
(14,751)
(14,751)
$
1.61
$
1.34
$
1.33
$
0.74
$
(0.74)
1.60
1.32
1.32
0.62
(0.74)
75,418,204
74,766,176
74,399,836
31,247,643
19,939,293
75,759,605
75,472,342
74,590,999
64,323,742
19,939,293
0.56
0.52
0.48
—
—
$
32,142
$
29,006
$
45,411
$
76,058
$
54,409
401,200
404,759
407,012
372,684
345,114
1,817,049
1,691,621
1,733,905
1,736,171
1,758,973
—
—
—
—
22,884
348,201
382,578
443,689
—
—
—
865,416
764,637
879,932
—
918,440
950,826
—
894,872
926,984
—
821,309
853,973
367,098
151,511
967,348
—
735,865
768,823
797,151
169,566
1,434,431
131,036
160,251
193,506
__________________________________
(1) Reflects the impact to net income (loss) attributable to common shareholders of dilutive securities. Diluted net income (loss) attributable
to common shareholders for the year ended December 31, 2015 does not include the effects of (i) the conversion of our Series A 7.5%
redeemable convertible preferred stock (the “Convertible Preferred Stock”) to common shares, which Convertible Preferred Stock
automatically converted into an aggregate of 16,542,243 shares of our common stock prior to the closing of our initial public offering,
(ii) the conversion of our 7.5% convertible notes due 2021 (the “Convertible Notes”) to common shares, which Convertible
Notes automatically converted into an aggregate of 32,624,820 shares of our common stock prior to the closing of our initial public
41
offering, (iii) the exercise by Fila of our common stock warrants into an aggregate of 3,105,279 shares of our common stock which
occurred in July 2016 or (iv) the exercise of then outstanding stock options, as the inclusion of these instruments would have been
anti dilutive for the year ended December 31, 2015.
(2) Basic net income (loss) per common share attributable to Acushnet Holdings Corp. is computed by dividing (A) net income (loss)
attributable to Acushnet Holdings Corp. after adjusting for (i) dividends earned by preferred shareholders and (ii) allocations of
undistributed earnings to preferred shareholders, by (B) basic weighted average common shares outstanding during the period.
(3) Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. is computed by dividing (A) net income (loss)
attributable to Acushnet Holdings Corp. after adjusting for (i) dividends earned by preferred shareholders, (ii) allocations of
undistributed earnings to preferred shareholders and (iii) the impact to net income (loss) of any potentially dilutive securities, by (B) the
weighted-average number of dilutive shares outstanding during the period, which has been adjusted to include any potentially dilutive
securities. Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for the years ended December 31, 2019,
2018, 2017 and 2016 includes the potential dilutive securities associated with our restricted stock units (“RSUs”) and performance stock
units (“PSUs”). Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for the year ended December 31,
2015 does not include the effects of (i) the conversion of the Convertible Preferred Stock to common shares, (ii) the conversion of the
Convertible Notes to common shares, (iii) the exercise of our then outstanding common stock warrants or (iv) the exercise of then
outstanding stock options, as the inclusion of these instruments would have been anti dilutive for the year ended December 31, 2015.
(4)
Includes cash of $7.7 million, $7.6 million, $12.1 million, $13.0 million, and $10.0 million as of December 31, 2019, 2018, 2017, 2016,
and 2015, respectively, related to our FootJoy golf shoe joint venture. See "Notes to Consolidated Financial Statements – Note 2 –
Summary of Significant Accounting Policies,” Item 8 of Part II, included elsewhere in this report, for further details on our FootJoy golf
shoe joint venture.
(5) Long term debt, net, including current portion, and long-term finance lease obligations consists of (i) long term debt and long-term
finance lease obligations and (ii) the portion of any long term debt that is classified as a current liability on our balance sheet, in each
case net of any unamortized discount and debt issuance costs on such outstanding amounts.
(6) The Equity Appreciation Rights (“EAR”) as structured did not qualify for equity accounting treatment. As such, the liability was
re measured at each reporting period based on our then current projection of our Common Stock Equivalent (“CSE”) value. The EAR
plan expired on December 31, 2016 and the outstanding EAR liability of $151.5 million was settled in full by a cash payment to
participants during the first quarter of 2017.
42
ITEM 7.
OF OPERATIONS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
The following discussion contains management’s discussion and analysis of our financial condition and results of
operations and should be read together with “Item 1A – Risk Factors” and our audited consolidated financial statements and the
notes thereto included elsewhere in this Annual Report. This discussion contains forward looking statements that reflect our
plans, estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in the
“Risk Factors” section of this report. Actual results may differ materially from those contained in any forward looking
statements. You should carefully read “Forward Looking Statements” following the Table of Contents.
Overview
We are the global leader in the design, development, manufacture and distribution of performance driven golf
products, which are widely recognized for their quality excellence. Today, we are the steward of two of the most revered brands
in golf—Titleist, one of golf’s leading performance equipment brands, and FootJoy, one of golf’s leading performance wear
brands.
Our target market is dedicated golfers, who are the cornerstone of the worldwide golf industry. These dedicated golfers
are avid and skill biased, prioritize performance and commit the time, effort and money to improve their game. We seek to
leverage a pyramid of influence product and promotion strategy, whereby our products are the most played by the world's best
players, creating aspirational appeal for a broad range of golfers who want to emulate the performance of the game’s best
players.
Our differentiated focus on performance and quality excellence, enduring connections with dedicated golfers, and
favorable and market differentiating mix of consumable and durable products have been the key drivers of our solid financial
performance, despite challenges related to demographic, macroeconomic, industry disruptions and weather related conditions.
We were incorporated in Delaware on May 9, 2011 as Alexandria Holdings Corp., an entity owned by Fila Holdings
Co., formerly known as Fila Korea Co., Ltd., (“Fila”), a leading sport and leisure apparel and footwear company which is a
public company listed on the Korea Exchange, and a consortium of financial investors. We acquired Acushnet Company, our
operating subsidiary, from Beam Suntory, Inc. (at the time known as Fortune Brands, Inc.) (“Beam”) on July 29, 2011. We
completed an initial public offering of our common stock in November 2016.
Basis of Presentation
The accompanying results have been prepared in conformity with accounting principles generally accepted in the
United States (“U.S. GAAP”) and include the accounts of the Company, our wholly-owned subsidiaries and less than wholly-
owned subsidiaries, including a variable interest entity (“VIE”) in which we are the primary beneficiary. All intercompany
balances and transactions have been eliminated in consolidation.
We have four reportable segments. These segments include Titleist golf balls, Titleist golf clubs, Titleist golf gear and
FootJoy golf wear. 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; the non-service cost component
of net periodic benefit cost; transaction fees and other non-operating gains and losses as we do not allocate these to the
reportable segments.
Key Factors Affecting Our Results of Operations
Rounds of Play
We generate substantially all of our sales from the sale of golf related products, including golf balls, golf clubs, golf
shoes, golf gloves, golf gear and golf apparel. The demand for golf related products in general, and golf balls in particular, is
directly related to the number of golf participants and the number of rounds of golf being played by these participants.
Weather Conditions
Weather conditions in most parts of the world, including our primary geographic markets, generally restrict golf from
being played year-round, with many of our on course customers closed during the cold weather months and, to a lesser extent,
during the hot weather months. Unfavorable weather conditions in our major markets, such as a particularly long winter, a cold
and wet spring, or an extremely hot summer, would reduce the number of playable days and rounds played in a given year,
which would result in a decrease in the amount spent by golfers and golf retailers on our products, particularly with respect to
consumable products such as golf balls and golf gloves. In addition, unfavorable weather conditions and natural disasters can
43
adversely affect the number of custom club fitting and trial events that we can perform during the key selling period. Unusual
or severe weather conditions throughout the year, such as storms or droughts or other water shortages, can negatively affect golf
rounds played both during the events and afterward, as weather damaged golf courses are repaired and golfers focus on
repairing the damage to their homes, businesses and communities. Consequently, sustained adverse weather conditions,
especially during the warm weather months, could impact our sales. Adverse weather conditions may have a greater impact on
us than other golf equipment companies as we have a large percentage of consumable products in our product portfolio, and the
purchase of consumable products are more dependent on the number of rounds played in a given year.
Economic Conditions
Our products are recreational in nature and are therefore discretionary purchases for consumers. Consumers are
generally more willing to spend their time and money to play golf and make discretionary purchases of golf products when
economic conditions are favorable and when consumers feel confident and prosperous. Discretionary spending on golf and the
golf products we sell is affected by consumer spending habits as well as by many macroeconomic factors, including general
business conditions, stock market prices and volatility, corporate spending, housing prices, interest rates, the availability of
consumer credit, taxes and consumer confidence in future economic conditions. Consumers may reduce or postpone purchases
of our products as a result of shifts in consumer spending habits as well as during periods when economic uncertainty increases,
disposable income is lower, or during periods of actual or perceived unfavorable economic conditions.
Demographic Factors
Golf is a recreational activity that requires time and money. The golf industry has been principally driven by the age
cohort of 30 and above, primarily “gen(cid:3)x” (age 40 to 54) and “baby boomers” (age 55 to 75), who have the time and money to
engage in the sport. Since a significant number of baby boomers have yet to retire, we anticipate growth in spending from this
demographic as it has been demonstrated that rounds of play increase significantly as those in this cohort reach retirement.
Further, we also believe that the percentage of women golfers will continue to grow, as a higher percentage of new golfers in
recent years have been women. Beyond the gen(cid:3)x and baby boomer generation, another promising development in golf has
been the generational shift with millennial golfers making their marks at both professional and amateur levels and, in 2019,
accounting for 25% of golfers overall in the U.S.
Golf participation among younger generations and certain socioeconomic and ethnic groups may not prove to be as
popular as it is among the current gen(cid:3)x and baby boomer generations. In such case, sales of our products could be negatively
impacted.
Seasonality
Weather conditions in most parts of the world, including our primary geographic markets, generally restrict golf from
being played year-round, with many of our on(cid:3)course customers closed during the cold weather months. In general, during the
first quarter, we begin selling our products into the golf retail channel for the new golf season. This initial sell(cid:3)in generally
continues into the second quarter. Our second(cid:3)quarter sales are significantly affected by the amount of sell(cid:3)through, in particular
the amount of higher value discretionary purchases made by customers, which drives the level of reorders of our products
sold(cid:3)in during the first quarter. Our third(cid:3)quarter sales are generally dependent on reorder business, and are generally less than
the second quarter as many retailers begin decreasing their inventory levels in anticipation of the end of the golf season. Our
fourth(cid:3)quarter sales are generally less than the other quarters due to the end of the golf season in many of our key markets, but
can also be affected by key product launches, particularly golf clubs. This seasonality, and therefore quarter to quarter
fluctuations, can be affected by many factors, including weather conditions as discussed above under “—Weather Conditions”
and the timing of new product introductions as discussed below under “—Cyclicality.” This seasonality affects sales in each of
our reportable segments differently. In general, however, because of this seasonality, a majority of our sales and most of our
profitability generally occurs during the first half of the year.
Cyclicality
Our sales can also be affected by the launch timing of new products. Product introductions generally stimulate sales as
the golf retail channel takes on inventory of new products. Reorders of these new products then depend on the rate of
sell(cid:3)through. Announcements of new products can often cause our customers to defer purchasing additional golf equipment
until our new products are available. The varying product introduction cycles described below may cause our results of
operations to fluctuate as each product line has different volumes, prices and margins.
44
Product Life Cycles
Titleist Golf Balls Segment
We launch new Titleist golf ball models on a two-year cycle, with new product launches of our premium performance
models, Pro V1 and Pro V1x, generally occurring in the first quarter of odd-numbered years, and AVX, which we expect will
launch in the first quarter of even-numbered years. New product launches of our performance models that include Tour Soft and
Velocity, generally occurring in the first quarter of even-numbered years, and TruFeel generally occurring in the third quarter in
odd-numbered years. For new golf ball models, sales occur at a higher rate in the year of the initial launch than in the second
year. Given the Pro V1 franchise is our highest volume and our highest priced product in this product category, we typically
have higher net sales in our Titleist golf ball segment in odd-numbered years.
Titleist Golf Clubs Segment
We generally launch new Titleist golf club models on a two year cycle. Since the fall of 2014, we have generally used
the following product launch cycle, and at present we anticipate continuing to use this product launch cycle going forward
because we believe it aligns our launches with the purchase habits of dedicated golfers. In general, we launch:
•
•
•
•
drivers and fairways in the third or fourth quarter of even numbered years, which typically results in an increase
in sales of drivers and fairways during such quarters because retailers take on initial supplies of these products as
stock inventory, with increased sales generated by such new products continuing the following spring and summer
of odd numbered years;
irons and hybrids in the third or fourth quarter of odd numbered years, with the majority of sales generated by
such new products occurring in the following spring and summer of even numbered years because a
higher percentage of our new irons and hybrids as compared to our drivers and fairways are sold through on a
custom fit basis and the spring and summer is when golfers tend to make such custom fit purchases;
Vokey Design wedges in the first quarter of even numbered years, with the majority of sales generated by such
new products occurring in the spring and summer of such even numbered years; and
Scotty Cameron putters in the first quarter, with the Select models launched in even numbered years and the
Futura models launched in odd numbered years, with the majority of sales generated by such new products
occurring in the spring and summer of the year in which they are launched.
As a result of this product launch cycle, we generally expect to have higher net sales in our Titleist golf clubs segment
in even numbered years due to the following factors:
•
•
•
•
the majority of sales generated by new irons and hybrids launched in the third or fourth quarter of
odd numbered years is expected to occur in the spring and summer of the following even numbered years;
the majority of sales generated by new Vokey Design wedges launched in the first quarter of even numbered years
is expected to occur in such even numbered years;
the majority of sales generated by new Scotty Cameron Select line of putters launched in the first quarter of
even numbered years is expected to occur in such even numbered years; and
the increase in sales of new drivers and fairways launched in the third or fourth quarter of even numbered years
due to the initial sell in of these products during such quarters.
Titleist Golf Gear and FootJoy Golf Wear Segments
Our Titleist golf gear and FootJoy golf wear businesses are not subject to the same degree of cyclical fluctuation as our
golf ball and golf club businesses as new product offerings and styles are generally introduced each year and at different times
during the year.
Foreign Currency
For the years ended December 31, 2019, 2018 and 2017, 47%, 49% and 49%, respectively, of our net sales were
generated outside of the United States by our non U.S. subsidiaries. Substantially all of these net sales generated outside of the
United States were generated in the applicable local currency, which include, but are not limited to, the Japanese yen, the
Korean won, the British pound sterling, the euro and the Canadian dollar. In contrast, substantially all of the purchases of
inventory, raw materials or components by our non U.S. subsidiaries are made in U.S. dollars. For the year ended December 31,
45
2019, approximately 85% of our cost of goods sold incurred by our non(cid:3)U.S. subsidiaries was denominated in U.S. dollars.
Because our non(cid:3)U.S. subsidiaries incur substantially all of their cost of goods sold in currencies that are different from the
currencies in which they generate substantially all of their sales, we are exposed to transaction risk attributable to fluctuations
in such exchange rates, which can impact the gross profit of our non(cid:3)U.S. subsidiaries.
In an effort to protect against adverse fluctuations in foreign exchange rates and minimize foreign currency transaction
risk, we take an active approach to currency hedging, which includes among other things, entering into various foreign currency
exchange contracts, with the primary goal of providing earnings and cash flow stability. As a result of our active approach to
currency hedging, we are able to take a longer term view and more flexible approach towards pricing our products and making
cost(cid:3)related decisions. In taking this active approach, we coordinate with the management teams of our key non(cid:3)U.S.
subsidiaries on an ongoing basis to share our views on anticipated currency movements and make decisions on securing foreign
currency exchange contract positions that are incorporated into our business planning and forecasting processes. Because our
hedging activities are designed to reduce volatility, they reduce not only the negative impact of a stronger U.S. dollar but could
also reduce the positive impact of a weaker U.S. dollar.
Because our consolidated accounts are reported in U.S. dollars, we are also exposed to currency translation risk when
we translate the financial results of our consolidated non(cid:3)U.S. subsidiaries from their local currency into U.S. dollars. For
the year ended December 31, 2019, 47% of our sales were denominated in foreign currencies. In addition, for the year ended
December 31, 2019, approximately 32% of our total operating expenses were denominated in foreign currencies (which
amounts represent substantially all of the operating expenses incurred by our non(cid:3)U.S. subsidiaries). Fluctuations in foreign
currency exchange rates may positively or negatively affect our reported financial results and can significantly affect
period(cid:3)over(cid:3)period comparisons. A strengthening of the U.S. dollar relative to our foreign currencies could materially adversely
affect our business, financial condition and results of operations.
2016 Customer Event
In September 2016, Golfsmith International Holdings LP, a specialty golf retailer and, at that time, one of our largest
customers, announced bankruptcy proceedings. The Golfsmith bankruptcy resulted in a significant disruption to our business in
the second half of 2016 and full year 2017, with the reorganization activities and store closures resulting in less product sell-in
to retail. In addition, our 2017 sales were also impacted as a result of liquidation activities and lower retail sell-in resulting from
the reduced store count.
Key Performance Measures
We use various financial metrics to measure and evaluate our business, including, among others: (i) net sales on a
constant currency basis, (ii) Adjusted EBITDA on a consolidated basis, (iii) Adjusted EBITDA margin on a consolidated basis
and (iv) segment operating income.
Since a significant percentage of our net sales are generated outside of the United States, we use net sales on a constant
currency basis to evaluate the sales performance of our business in period over period comparisons and for forecasting our
business going forward. Constant currency information allows us to estimate what our sales performance would have been
without changes in foreign currency exchange rates. This information is calculated by taking the current period local currency
sales and translating them into U.S. dollars based upon the foreign currency exchange rates for the applicable comparable prior
period. This constant currency information should not be considered in isolation or as a substitute for any measure derived in
accordance with U.S. GAAP. Our presentation of constant currency information may not be consistent with the manner in
which similar measures are derived or used by other companies.
We primarily use Adjusted EBITDA on a consolidated basis to evaluate the effectiveness of our business strategies,
assess our consolidated operating performance and make decisions regarding pricing of our products, go to market execution
and costs to incur across our business. We present Adjusted EBITDA as a supplemental measure of our operating performance
because it excludes the impact of certain items that we do not consider indicative of our ongoing operating performance. We
define Adjusted EBITDA in a manner consistent with the term “Consolidated EBITDA” as it is defined in our credit agreement.
Adjusted EBITDA represents net income (loss) attributable to Acushnet Holdings Corp. plus interest expense, income tax
expense, depreciation and amortization, share-based compensation expense, restructuring charges, certain transaction fees,
indemnification expense (income) from Beam, executive pension settlement, certain other non-cash (gains) losses, net and the
net income relating to noncontrolling interests. Adjusted EBITDA is not a measurement of financial performance under U.S.
GAAP. It should not be considered an alternative to net income (loss) attributable to Acushnet Holdings Corp. as a measure of
our operating performance or any other measure of performance derived in accordance with U.S. GAAP. In addition, Adjusted
EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non(cid:3)recurring items, or
affected by similar non(cid:3)recurring items. Adjusted EBITDA has limitations as an analytical tool, and you should not consider
such measure either in isolation or as a substitute for analyzing our results as reported under U.S. GAAP. Our definition and
46
calculation of Adjusted EBITDA is not necessarily comparable to other similarly titled measures used by other companies due
to different methods of calculation. For a reconciliation of Adjusted EBITDA to net income (loss) attributable to Acushnet
Holdings Corp., see “—Results of Operations” below.
We also use Adjusted EBITDA margin on a consolidated basis, which measures our Adjusted EBITDA as a percentage
of net sales, because our management uses it to evaluate the effectiveness of our business strategies, assess our consolidated
operating performance and make decisions regarding pricing of our products, go to market execution and costs to incur across
our business. We present Adjusted EBITDA margin as a supplemental measure of our operating performance because it
excludes the impact of certain items that we do not consider indicative of our ongoing operating performance. Adjusted
EBITDA margin is not a measurement of financial performance under U.S. GAAP. It should not be considered an alternative to
any measure of performance derived in accordance with U.S. GAAP. In addition, Adjusted EBITDA margin should not be
construed as an inference that our future results will be unaffected by unusual or non(cid:3)recurring items, or affected by similar
non(cid:3)recurring items. Adjusted EBITDA margin has limitations as an analytical tool, and you should not consider such measure
either in isolation or as a substitute for analyzing our results as reported under U.S. GAAP. Our definition and calculation of
Adjusted EBITDA margin is not necessarily comparable to other similarly titled measures used by other companies due to
different methods of calculation.
Lastly, we use segment operating income to evaluate and assess the performance of each of our reportable segments
and to make budgeting decisions.
47
(cid:3)Results of Operations
The following table sets forth, for the periods indicated, our results of operations.
(in thousands)
Net sales
Cost of goods sold
Gross profit
Operating expenses:
Selling, general and administrative
Research and development
Intangible amortization
Income from operations
Interest expense, net
Other expense, net
Income before income taxes
Income tax expense
Net income
Less: Net income attributable to noncontrolling interests
Net income attributable to Acushnet Holdings Corp.
Adjusted EBITDA:
Net income attributable to Acushnet Holdings Corp.
Interest expense, net
Income tax expense
Depreciation and amortization
Share-based compensation
Transaction fees
Executive pension settlement (a)
Other non-cash gains, net (b)
Net income attributable to noncontrolling interests
Adjusted EBITDA
Adjusted EBITDA margin
Year ended December 31,
2019
$ 1,681,357
809,122
872,235
2018
$ 1,633,721
791,370
842,351
2017
$ 1,560,258
758,401
801,857
627,503
51,601
7,478
185,653
19,613
875
165,165
40,600
124,565
(3,495)
$ 121,070
$ 121,070
19,613
40,600
43,002
10,975
2,654
—
(1,283)
3,495
$ 240,126
611,883
51,489
6,644
172,335
18,402
3,629
150,304
47,232
103,072
(3,200)
99,872
578,289
47,241
6,499
169,828
15,709
2,443
151,676
48,475
103,201
(4,506)
98,695
$
$
$
99,872
18,402
47,232
40,496
18,563
599
2,543
(81)
3,200
$ 230,826
$
98,695
15,709
48,475
40,871
15,285
686
—
(859)
4,506
$ 223,368
14.3%
14.1%
14.3%
___________________________________
(a)
In the third quarter of 2018, our former CEO received lump-sum pension benefit payments in connection with his retirement, which
resulted in a non-cash settlement expense of $2.5 million.
(b)
Includes non-cash indemnification expense (income) related to obligations owed to us by Beam and other non-cash (gains) losses,
net that are included when calculating net income attributable to Acushnet Holdings Corp.
48
Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018
Net sales by reportable segment is summarized as follows:
(in millions)
Titleist golf balls
Titleist golf clubs
Titleist golf gear
FootJoy golf wear
Year ended
December 31,
Increase/(Decrease)
Increase/(Decrease)
Constant Currency
2019
2018
$ change
% change
$ change
% change
$
$
551.6
434.4
150.0
441.9
$
524.0
445.3
146.1
439.7
27.6
(10.9)
3.9
2.2
5.3 % $
(2.4)%
2.7 %
0.5 %
36.4
(5.6)
7.2
11.0
6.9 %
(1.3)%
4.9 %
2.5 %
Segment operating income by reportable segment is summarized as follows:
(in millions)
Titleist golf balls
Titleist golf clubs
Titleist golf gear
FootJoy golf wear
Year ended
December 31,
Increase/(Decrease)
2019
2018
$ change
% change
$
$
93.3
38.8
17.3
24.4
$
79.0
45.2
15.4
18.0
14.3
(6.4)
1.9
6.4
18.1 %
(14.2)%
12.3 %
35.6 %
Net sales information by region is summarized as follows:
(in millions)
United States
EMEA
Japan
Korea
Rest of world
Total net sales
Year ended
December 31,
Increase/(Decrease)
Increase/(Decrease)
Constant Currency
2019
2018
$ change
% change
$ change
% change
$
$
884.8
230.5
182.7
223.4
160.0
1,681.4
$
$
826.1
219.8
199.1
221.1
167.6
1,633.7
$
$
58.7
10.7
(16.4)
2.3
(7.6)
47.7
7.1 % $
4.9 %
(8.2)%
1.0 %
(4.5)%
2.9 % $
58.7
24.2
(18.6)
15.7
(2.1)
77.9
7.1 %
11.0 %
(9.3)%
7.1 %
(1.3)%
4.8 %
_______________________________________________________________________________
(1) Europe, the Middle East and Africa ("EMEA")
49
Net Sales
Net sales increased by $47.7 million, or 2.9%, to $1,681.4 million for the year ended December 31, 2019 compared to
$1,633.7 million for the year ended December 31, 2018. On a constant currency basis, net sales would have increased by $77.9
million, or 4.8%, to $1,711.6 million. The increase in net sales on a constant currency basis was due to an increase of $36.4
million in Titleist golf balls driven by our latest generation Pro V1 and Pro V1x golf balls launched in the first quarter of 2019
and sales from PG Golf which we acquired in the fourth quarter of 2018, an increase of $11.0 million in FootJoy golf wear
primarily due to sales volume increases in apparel, an increase of $7.2 million in Titleist golf gear on sales increases across all
product categories, partially offset by a decrease of $5.6 million in Titleist golf clubs. The remaining change in net sales was
primarily due to the acquisition of KJUS during the third quarter of 2019. The results of KJUS have not been allocated to any
of our reportable segments.
Net sales in the United States increased by $58.7 million, or 7.1%, to $884.8 million for the year ended December 31,
2019 compared to $826.1 million for the year ended December 31, 2018. The increase in net sales in the United States resulted
from an increase of $24.8 million in net sales of Titleist golf balls primarily driven by higher sales volumes of our latest
generation Pro V1 and Pro V1x golf balls launched in the first quarter of 2019 and sales from PG Golf which we acquired in the
fourth quarter of 2018, an increase of $12.2 million in net sales of FootJoy golf wear, an increase of $7.8 million in Titleist golf
clubs and an increase of $5.2 million in Titleist golf gear. The remaining change in net sales was primarily due to the
acquisition of KJUS.
Our sales in regions outside of the United States decreased by $11.0 million, or 1.4%, to $796.6 million for the year
ended December 31, 2019 compared to $807.6 million for the year ended December 31, 2018. On a constant currency basis, net
sales in such regions would have increased by $19.2 million, or 2.4%, to $826.8 million. In EMEA, the increase in net sales
was primarily due to the acquisition of KJUS and higher sales volumes of Titleist golf balls. In Korea, the increase in net sales
was driven by increased sales across all product categories. In Japan, the decrease in net sales was primarily due to a decrease
in sales of Titleist golf clubs and FootJoy golf wear.
Gross Profit
Gross profit increased by $29.8 million to $872.2 million for the year ended December 31, 2019 compared to $842.4
million for the year ended December 31, 2018. Gross margin increased to 51.9% for the year ended December 31, 2019
compared to 51.6% for the year ended December 31, 2018. The increase in gross profit resulted from a $13.3 million increase
in gross profit in Titleist golf balls driven by higher sales volumes of our latest generation Pro V1 and Pro V1x golf balls and
sales from PG Golf, a $6.9 million increase in FootJoy golf wear driven by a sales volume increase and higher average selling
prices in apparel and a $2.8 million increase in gross profit in Titleist golf gear driven by higher sales volumes across all
product categories, partially offset by a $5.2 million decrease in Titleist golf clubs primarily due to a sales volume decrease in
drivers and fairways. The remaining change in gross profit was primarily due to the acquisition of KJUS.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $15.6 million to $627.5 million for the year ended
December 31, 2019 compared to $611.9 million for the year ended December 31, 2018. This increase was primarily due to
increases of $10.0 million in selling expenses across all segments, $2.1 million in acquisition related transaction fees, $1.1
million in advertising and promotion, and the impact of the acquisition of KJUS. This increase was partially offset by a
decrease of $7.4 million in share-based compensation expense. Overall SG&A included a favorable impact of changes in
foreign currency exchange rates across all expense categories and segments of $8.2 million.
Research and Development
R&D expenses increased by $0.1 million to $51.6 million for the year ended December 31, 2019 compared to $51.5
million for the year ended December 31, 2018. R&D expenses increased primarily as a result of the acquisition of KJUS,
partially offset by a decrease in share-based compensation expense.
Intangible Amortization
Intangible amortization expense increased $0.9 million to $7.5 million for the year ended December 31, 2019,
compared to $6.6 million for the year ended December 31, 2018, primarily due to an increase in amortizing intangible assets
related to the acquisition of KJUS.
50
Interest Expense, net
Interest expense, net increased by $1.2 million to $19.6 million for the year ended December 31, 2019 compared to
$18.4 million for the year ended December 31, 2018, primarily due to costs associated with amending our credit agreement
during December 2019 as discussed further below.
Other Expense, net
Other expense, net decreased by $2.7 million to $0.9 million for the year ended December 31, 2019 compared to $3.6
million for the year ended December 31, 2018, primarily due to a $2.5 million non-cash settlement expense resulting from a
lump sum benefit payment to our former CEO associated with his retirement during the year ended December 31, 2018.
Income Tax Expense
Income tax expense decreased by $6.6 million to $40.6 million for the year ended December 31, 2019 compared to
$47.2 million for the year ended December 31, 2018. Our effective tax rate ("ETR") was 24.6% for the year ended
December 31, 2019, compared to 31.4% for the year ended December 31, 2018. The decrease in ETR was primarily driven by
the impact of changes in our geographic mix of earnings and the reduction of tax expense associated with the U.S. tax of
foreign earnings as well as the finalization of our accounting related to the 2017 Tax Act during the year ended December 31,
2018.
Net Income Attributable to Acushnet Holdings Corp.
Net income attributable to Acushnet Holdings Corp. increased by $21.2 million to $121.1 million for the year ended
December 31, 2019 compared to $99.9 million for the year ended December 31, 2018, primarily as a result of an increase in
income from operations and a decrease in income tax expense, as discussed above.
Adjusted EBITDA
Adjusted EBITDA increased by $9.3 million to $240.1 million for the year ended December 31, 2019 compared to
$230.8 million for the year ended December 31, 2018. Adjusted EBITDA margin increased to 14.3% for the year ended
December 31, 2019 compared to 14.1% for the year ended December 31, 2018.
Segment Results
Titleist Golf Balls Segment
Net sales in our Titleist golf balls segment increased by $27.6 million, or 5.3%, to $551.6 million for the year ended
December 31, 2019 compared to $524.0 million for the year ended December 31, 2018. On a constant currency basis, net sales
in our Titleist golf balls segment would have increased by $36.4 million, or 6.9%, to $560.4 million. This increase was
primarily driven by higher sales volumes of our latest generation Pro V1 and Pro V1x golf balls launched in the first quarter of
2019 and sales from PG Golf which we acquired in the fourth quarter of 2018, partially offset by a sales volume decline in our
performance golf balls which were in their second model year.
Titleist golf balls segment operating income increased by $14.3 million, or 18.1%, to $93.3 million for the year ended
December 31, 2019 compared to $79.0 million for the year ended December 31, 2018. This increase was primarily due to an
increase in gross profit of $13.3 million and lower operating expenses. The increase in gross profit was primarily driven by the
sales volume increase discussed above. Operating expenses decreased primarily due to a $2.8 million decrease in share-based
compensation expense, partially offset by a $2.8 million increase in selling expense primarily due to PG Golf.
Titleist Golf Clubs Segment
Net sales in our Titleist golf clubs segment decreased by $10.9 million, or 2.4%, to $434.4 million for the year ended
December 31, 2019 compared to $445.3 million for the year ended December 31, 2018. On a constant currency basis, net sales
in our Titleist golf clubs segment would have decreased by $5.6 million, or 1.3%, to $439.7 million. The decrease in net sales
resulted from lower sales volumes of our wedges, TS fairways and TS drivers which were in their second model year and was
partially offset by an increase in sales volumes of our T-Series irons, U-Series utility irons, TS hybrids and putters launched
during 2019.
Titleist golf clubs segment operating income decreased by $6.4 million, or 14.2%, to $38.8 million for the year ended
December 31, 2019 compared to $45.2 million for the year ended December 31, 2018. The decrease in operating income
primarily resulted from lower gross profit of $5.2 million primarily as a result of decreased sales volumes discussed above and
51
an increase of $2.2 million in advertising and promotion expenses primarily related to new product launches, partially offset by
a $1.9 million decrease in share-based compensation expense.
Titleist Golf Gear Segment
Net sales in our Titleist golf gear segment increased by $3.9 million, or 2.7%, to $150.0 million for the year ended
December 31, 2019 compared to $146.1 million for the year ended December 31, 2018. On a constant currency basis, net sales
in our Titleist golf gear segment would have increased by $7.2 million, or 4.9%, to $153.3 million. This increase was primarily
driven by higher sales volumes in our golf bags, travel gear and golf gloves categories.
Titleist golf gear segment operating income increased by $1.9 million, or 12.3%, to $17.3 million for the year ended
December 31, 2019 compared to $15.4 million for the year ended December 31, 2018. The increase in operating income was
primarily driven by higher gross profit as a result of the sales volume increase discussed above.
FootJoy Golf Wear Segment
Net sales in our FootJoy golf wear segment increased by $2.2 million, or 0.5%, to $441.9 million for the year ended
December 31, 2019 compared to $439.7 million for the year ended December 31, 2018. On a constant currency basis, net sales
in our FootJoy golf wear segment would have increased by $11.0 million, or 2.5%, to $450.7 million. This increase was
primarily driven by a sales volume increase and higher average selling prices in apparel, partially offset by lower average
selling prices in the footwear category.
FootJoy golf wear segment operating income increased by $6.4 million, or 35.6%, to $24.4 million for the year ended
December 31, 2019 compared to $18.0 million for the year ended December 31, 2018. The increase was primarily due to higher
gross profit of $6.9 million partially offset by higher operating expenses. The increase in gross profit was primarily driven by
higher apparel sales and average selling prices as discussed above, partially offset by lower average selling prices in footwear.
Operating expenses increased as a result of a $5.7 million increase in selling expense which was partially offset by a decrease
of $2.3 million in share-based compensation expense.
Year Ended December 31, 2018 Compared to the Year Ended December 31, 2017
Net sales by reportable segment is summarized as follows:
(in millions)
Titleist golf balls
Titleist golf clubs
Titleist golf gear
FootJoy golf wear
Year ended
December 31,
Increase/(Decrease)
Increase/(Decrease)
Constant Currency
2018
2017
$ change
% change
$ change
% change
$
$
524.0
445.3
146.1
439.7
$
512.0
398.0
142.9
437.5
12.0
47.3
3.2
2.2
2.3% $
11.9%
2.2%
0.5%
6.1
41.8
0.4
(6.2)
1.2 %
10.5 %
0.3 %
(1.4)%
Segment operating income by reportable segment is summarized as follows:
(in millions)
Titleist golf balls
Titleist golf clubs
Titleist golf gear
FootJoy golf wear
Year ended
December 31,
Increase/(Decrease)
2018
2017
$ change
% change
$
$
79.0
45.2
15.4
18.0
$
78.4
32.1
16.8
27.0
0.6
13.1
(1.4)
(9.0)
0.7 %
40.7 %
(8.2)%
(33.5)%
52
Net sales information by region is summarized as follows:
(in millions)
United States
EMEA
Japan
Korea
Rest of world
Total net sales
Net Sales
Year ended
December 31,
Increase/(Decrease)
Increase/(Decrease)
Constant Currency
2018
2017
$ change
% change
$ change
% change
$
$
826.1
219.8
199.1
221.1
167.6
1,633.7
$
$
789.9
205.2
201.3
200.4
163.5
1,560.3
$
$
36.2
14.6
(2.2)
20.7
4.1
73.4
4.6 % $
7.1 %
(1.1)%
10.4 %
2.5 %
4.7 % $
36.2
2.6
(5.7)
13.7
2.0
48.8
4.6 %
1.3 %
(2.8)%
6.8 %
1.2 %
3.1 %
Net sales increased by $73.4 million, or 4.7%, to $1,633.7 million for the year ended December 31, 2018 compared to
$1,560.3 million for the year ended December 31, 2017. On a constant currency basis, net sales would have increased by $48.8
million, or 3.1%, to $1,609.1 million. The increase in net sales on a constant currency basis was driven by an increase of $41.8
million in net sales of Titleist golf clubs due to higher sales volumes of drivers and fairways resulting from our newly
introduced TS models, which were launched in the third quarter of 2018 and wedges which were launched in the first quarter of
2018.
Net sales in the United States increased by $36.2 million, or 4.6%, to $826.1 million for the year ended December 31,
2018 compared to $789.9 million for the year ended December 31, 2017. This increase in net sales in the United States was
primarily driven by an increase of $27.9 million in net sales of Titleist golf clubs and an increase of $4.7 million in net sales of
Titleist golf balls despite unfavorable weather conditions which negatively impacted rounds of play.
Our sales in regions outside of the United States increased by $37.3 million, or 4.8%, to $807.6 million for the year
ended December 31, 2018 compared to $770.4 million for the year ended December 31, 2017. On a constant currency basis, net
sales in such regions would have increased by $12.6 million, or 1.6%, to $783.0 million, driven by an increase of $13.9 million
in net sales of Titleist golf clubs, partially offset by a decrease of $7.2 million in net sales of FootJoy golf wear and a decrease
of $2.2 million in net sales of Titleist golf gear. The remaining change in net sales was primarily due to sales volume growth of
products that are sold in regions outside the United States and that are not allocated to one of our four reportable segments.
Gross Profit
Gross profit increased by $40.5 million to $842.4 million for the year ended December 31, 2018 compared to $801.9
million for the year ended December 31, 2017. Gross margin increased to 51.6% for the year ended December 31, 2018
compared to 51.4% for the year ended December 31, 2017. The increase in gross profit was largely driven by a $26.3 million
increase in gross profit in Titleist golf clubs primarily due to a sales volume increase in newly introduced drivers, fairways and
wedges and an increase of $5.6 million in Titleist golf balls driven by higher average selling prices.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $33.6 million to $611.9 million for the year ended
December 31, 2018 compared to $578.3 million for the year ended December 31, 2017. This increase was primarily due to an
increase of $16.7 million in selling expenses across all segments, an increase of $5.4 million in advertising and promotion
expenses primarily related to the new product launches in Titleist golf clubs, a $2.7 million increase in information technology
related costs and an increase of $2.8 million in share-based compensation. Overall SG&A included a $5.3 million unfavorable
impact of changes in foreign currency exchange rates across all expense categories and segments.
Research and Development
R&D expenses increased by $4.3 million to $51.5 million for the year ended December 31, 2018 compared to $47.2
million for the year ended December 31, 2017. This increase was mainly attributable to employee related costs. As a percentage
of consolidated net sales, R&D expenses were 3.2%, up from 3.0% for the year ended December 31, 2017.
Intangible Amortization
Intangible amortization expenses were $6.6 million for the year ended December 31, 2018, compared to $6.5 million
for the year ended December 31, 2017.
53
Interest Expense, net
Interest expense, net increased by $2.7 million to $18.4 million for the year ended December 31, 2018 compared to
$15.7 million for the year ended December 31, 2017. This increase was primarily due to higher average interest rates on
outstanding borrowings during the year ended December 31, 2018.
Other Expense, net
Other expense, net increased by $1.2 million to $3.6 million for the year ended December 31, 2018 compared to $2.4
million for the year ended December 31, 2017. This increase was primarily due to a $2.5 million non-cash settlement expense
resulting from a lump sum benefit payment to our former CEO associated with his retirement, offset in part by an increase in
expected return on pension plan assets of $1.0 million.
Income Tax Expense
Income tax expense decreased by $1.3 million to $47.2 million for the year ended December 31, 2018 compared to
$48.5 million for the year ended December 31, 2017. Our ETR was 31.4% for the year ended December 31, 2018, compared to
32.0% for the year ended December 31, 2017. The decrease in ETR was primarily driven by the partial release of our valuation
allowance on deferred tax assets, offset by the net impact of changes resulting from the 2017 Tax Act, including incremental
guidance issued in 2018, and changes to our geographic mix of earnings.
Net Income Attributable to Acushnet Holdings Corp.
Net income attributable to Acushnet Holdings Corp. increased by $1.2 million to $99.9 million for the year ended
December 31, 2018 compared to $98.7 million for the year ended December 31, 2017, primarily as a result of an increase in
income from operations.
Adjusted EBITDA
Adjusted EBITDA increased by $7.4 million to $230.8 million for the year ended December 31, 2018 compared
to $223.4 million for the year ended December 31, 2017. Adjusted EBITDA margin decreased to 14.1% for the year
ended December 31, 2018 compared to 14.3% for the year ended December 31, 2017.
Segment Results
Titleist Golf Balls Segment
Net sales in our Titleist golf balls segment increased by $12.0 million, or 2.3%, to $524.0 million for the year
ended December 31, 2018 compared to $512.0 million for the year ended December 31, 2017. On a constant currency basis, net
sales in our Titleist golf balls segment would have increased by $6.1 million, or 1.2%, to $518.1 million. This increase was
primarily driven by higher sales volumes attributed to our new AVX premium performance golf balls and our performance golf
balls launched in the second quarter and first quarter, respectively, partially offset by a sales volume decline in Pro V1 and Pro
V1x golf balls which were in their second model year and unfavorable weather conditions which negatively impacted rounds of
play.
Titleist golf balls segment operating income increased by $0.6 million, or 0.7%, to $79.0 million for the year ended
December 31, 2018 compared to $78.4 million for the year ended December 31, 2017 primarily due to an increase in gross
profit of $5.6 million which was partially offset by higher operating expenses. The increase in gross profit was primarily driven
by higher average selling prices. Operating expenses increased primarily due to a $2.3 million increase in selling expenses
mainly attributable to employee related costs and a $2.2 million increase in research and development expenses.
Titleist Golf Clubs Segment
Net sales in our Titleist golf clubs segment increased by $47.3 million, or 11.9%, to $445.3 million for the year
ended December 31, 2018 compared to $398.0 million for the year ended December 31, 2017. On a constant currency basis, net
sales in our Titleist golf clubs segment would have increased by $41.8 million, or 10.5%, to $439.8 million. This increase was
primarily driven by higher sales volumes of our newly introduced TS drivers and TS fairways launched in the third quarter of
2018 and our wedges launched in the first quarter of 2018, partially offset by lower sales volume of our previous generation
hybrids.
Titleist golf clubs segment operating income increased by $13.1 million, or 40.7%, to $45.2 million for the year ended
December 31, 2018 compared to $32.1 million for the year ended December 31, 2017. The increase in operating income was
primarily driven by higher gross profit of $26.3 million partially offset by higher operating expenses. The increase in gross
54
profit was driven by the sales volume increases discussed above. Higher operating expenses were primarily due to an increase
of $4.9 million in advertising and promotion expenses related to the new product launches and $4.7 million in selling costs.
Titleist Golf Gear Segment
Net sales in our Titleist golf gear segment increased by $3.2 million, or 2.2%, to $146.1 million for the year
ended December 31, 2018 compared to $142.9 million for the year ended December 31, 2017. On a constant currency basis, net
sales in our Titleist golf gear segment would have increased by $0.4 million, or 0.3%, to $143.3 million. This increase was
primarily due to higher average selling prices across all categories of the gear business, largely offset by a sales volume decline
in travel gear.
Titleist golf gear segment operating income decreased by $1.4 million, or 8.2%, to $15.4 million for the year ended
December 31, 2018 compared to $16.8 million for the year ended December 31, 2017. The decrease in operating income was
largely the result of an increase of $4.1 million in operating expenses primarily as a result of increased selling expenses and
allocated administration expenses, partially offset by a $2.7 million increase in gross profit.
FootJoy Golf Wear Segment
Net sales in our FootJoy golf wear segment increased by $2.2 million, or 0.5%, to $439.7 million for the year
ended December 31, 2018 compared to $437.5 million for the year ended December 31, 2017. On a constant currency basis, net
sales in our FootJoy golf wear segment would have decreased by $6.2 million, or 1.4%, to $431.3 million. This decrease
primarily resulted from a sales volume decline in footwear, partially offset by higher average selling prices across all FootJoy
categories and a sales volume increase in apparel.
FootJoy golf wear segment operating income decreased by $9.0 million, or 33.5%, to $18.0 million for the year ended
December 31, 2018 compared to $27.0 million for the year ended December 31, 2017. The decrease in operating income was a
result of higher operating expenses of $10.3 million, partially offset by higher gross profit. The increase in gross profit was
primarily driven by higher average selling prices as discussed above and higher sales volumes in apparel partially offset by
lower sales volumes in footwear. Higher operating expenses were primarily due to an increase of $4.5 million in selling
expense, an increase of $2.1 million in advertising and promotion expenses and increased allocated administration expenses.
Liquidity and Capital Resources
Our primary cash needs relate to working capital, capital expenditures, servicing of our debt, paying dividends,
pension contributions and repurchasing shares of our common stock. We expect to rely on cash flows from operations and
borrowings under our revolving credit facility and local credit facilities as our primary sources of liquidity.
Our liquidity is impacted by our level of working capital, which is cyclical as a result of the general seasonality of our
business. Our accounts receivable balance is generally at its highest starting at the end of the first quarter and continuing
through the second quarter, and declines during the third and fourth quarters as a result of both an increase in cash collections
and lower sales. Our inventory balance also fluctuates as a result of the seasonality of our business. Generally, our buildup of
inventory starts during the fourth quarter and continues through the first quarter and into the beginning of the second quarter in
order to meet demand for our initial sell(cid:3)in during the first quarter and reorders in the second quarter. Both accounts receivable
and inventory balances are impacted by the timing of new product launches.
As of December 31, 2019, we had $32.1 million of unrestricted cash (including $7.7 million attributable to our
FootJoy golf shoe joint venture). As of December 31, 2019, 93.2% of our total unrestricted cash was held at our non(cid:3)U.S.
subsidiaries. We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and
determining the extent to which we can access those funds on a cost effective basis. We are not aware of any restrictions on
repatriation of these funds and, subject to foreign withholding taxes, those funds could be repatriated, if necessary. We have
repatriated, and intend to repatriate, funds to the United States from time to time to satisfy domestic liquidity needs arising in
the ordinary course of business, including liquidity needs related to debt service requirements.
On December 23, 2019, we entered into an amended and restated credit agreement (the “restated credit agreement”)
for our senior secured credit facilities. This restated credit agreement amended various terms of our credit agreement, originally
dated as of April 27, 2016. The restated credit agreement, together with related security, guarantee and other agreements, is
referred to as the “restated credit facility.” As of December 31, 2019, we had $338.5 million of availability under our restated
revolving credit facility after giving effect to $11.2 million of outstanding letters of credit. Additionally, we had $60.1 million
available under our local credit facilities. See “Notes to Consolidated Financial Statements-Note 10-Debt and Financing
55
Arrangements,” Item 8 of Part II included elsewhere in this report, for a description of our credit facilities including the terms
of our restated credit agreement.
Our credit agreement contains customary affirmative and restrictive covenants, including, among others, financial
covenants based on our 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, 2019, we were in
compliance with all covenants under the credit agreement. See "Notes to Consolidated Financial Statements- Note 10- Debt and
Financing Arrangements," Item 8 of Part II included elsewhere in this report, for a description of our covenants.
We made $33.0 million of capital expenditures during the year ended December 31, 2019. Capital expenditures in
2020 are expected to be approximately $38.0 million, although the actual amount may vary depending upon a variety of factors,
including the timing of implementation of certain capital projects. Capital expenditures for 2019 and 2020 primarily relate to
investments to support the manufacturing and distribution of products, our go to market activities and continued investments in
information technology to support our global strategic initiatives.
As of December 31, 2019, our Board of Directors had authorized us to repurchase up to an aggregate $50.0 million of
our issued and outstanding common stock from time to time. On February 11, 2020, our Board of Directors authorized us to
repurchase up to an additional $50.0 million of our issued and outstanding common stock, bringing the total authorization up to
$100.0 million. Share repurchases may be effected in open market or privately negotiated transactions, including transactions
with affiliates, with the timing of purchases and the amount of stock purchased generally determined at our discretion within
the constraints of our credit agreement and general working capital needs. This program will remain in effect until completed or
until terminated by the Board of Directors. In connection with this share repurchase program, we entered into an agreement
with Magnus Holdings Co., Ltd. (“Magnus”), a wholly-owned subsidiary of Fila, to purchase from Magnus an equal amount of
our common stock as we purchase on the open market at the same weighted average per share price. The Company and Magnus
agreed upon a determination date of December 6, 2019 for shares to be repurchased from Magnus. During the year ended
December 31, 2019, we repurchased 1,127,966 shares of common stock at an average price of $26.02 for an aggregate of $29.4
million. The shares purchased during the year ended December 31, 2019 include 535,983 shares purchased from Magnus at an
average price of $25.70 per share for an aggregate of $13.8 million. Subsequent to the determination date, we repurchased
additional shares on the open market. As a result, we recorded a $1.8 million liability for an additional 56,000 shares of
common stock to be repurchased from Magnus as of December 31, 2019. Excluding the impact of the share repurchase liability,
as of December 31, 2019, we had $20.6 million remaining under the current share repurchase program, including the $11.1
million related to the Magnus share repurchase agreement. See “Notes to Consolidated Financial Statements-Note 15-Common
Stock,” Item 8 of Part II, included elsewhere in this report, for disclosures related to the Magnus share repurchase liability.
We believe that cash expected to be provided by operating activities, together with our cash on hand and the
availability of borrowings under our revolving credit facility and our local credit facilities will be sufficient to meet our
liquidity requirements for at least the next 12 months, subject to customary borrowing conditions. Our ability to generate
sufficient cash flows from operations is, however, subject to many risks and uncertainties, including future economic trends and
conditions, demand for our products, foreign currency exchange rates and other risks and uncertainties applicable to our
business, as described under “Risk Factors,” Item 1A of Part I, included elsewhere in this report.
Cash Flows
The following table presents the major components of net cash flows used in and provided by operating, investing and
financing activities for the periods indicated:
(in thousands)
Cash flows provided by (used in):
Operating activities
Investing activities
Financing activities
Effect of foreign exchange rate changes on cash and restricted cash
Net increase (decrease) in cash and restricted cash
56
Year ended December 31,
2019
2018
2017
$ 134,283
(61,060)
(70,328)
275
$
3,170
$ 163,733
(49,703)
(128,883)
(1,855)
$ (27,037)
(18,845)
9,255
5,209
$ (16,708) $ (31,418)
Cash Flows From Operating Activities
Net cash provided by operating activities was $134.3 million for the year ended December 31, 2019, compared to net
cash provided by operating activities of $163.7 million for the year ended December 31, 2018, a decrease in cash provided by
operating activities of $29.4 million. The decrease in cash provided by operating activities was primarily due to an increase in
working capital during the year ended December 31, 2019. Working capital at any specific point in time is subject to many
variables, including seasonality and inventory management, the timing of cash receipts and payments, vendor payment terms,
and fluctuations in foreign exchange rates.
Net cash provided by operating activities was $163.7 million for the year ended December 31, 2018, compared to net
cash used in operating activities of $27.0 million for the year ended December 31, 2017, an increase in cash provided by
operating activities of $190.7 million. The increase in cash provided by operating activities was primarily due to the payment of
the outstanding balance of the equity appreciation rights plan of $151.5 million during the year ended December 31, 2017
which reduced net cash provided by operating activities in that period.
Cash Flows From Investing Activities
Net cash used in investing activities was $61.1 million for the year ended December 31, 2019, compared to $49.7
million for the year ended December 31, 2018, an increase of $11.4 million, primarily related to an increase in cash used for
business acquisitions.
Net cash used in investing activities was $49.7 million for the year ended December 31, 2018, compared to $18.8
million for the year ended December 31, 2017, an increase of $30.9 million, primarily related to cash used for business
acquisitions during the year ended December 31, 2018 and an increase in capital expenditures.
Cash Flows From Financing Activities
Net cash used in financing activities was $70.3 million for the year ended December 31, 2019, compared to $128.9
million for the year ended December 31, 2018, a decrease in cash used in financing activities of $58.6 million. This decrease
was primarily due to an increase in net proceeds from borrowings, partially offset by an increase in payments related to
purchases of common stock and employee restricted stock tax withholdings during the year ended December 31, 2019.
Net cash used in financing activities was $128.9 million for the year ended December 31, 2018, compared to net cash
provided by financing activities of $9.3 million for the year ended December 31, 2017, an increase in cash used in financing
activities of $138.2 million. This increase was primarily due to reduced net proceeds from borrowings, due in part from
accelerated principal payments on our delayed draw term loan A facility, and an increase in cash paid for dividends during the
year ended December 31, 2018.
57
Contractual Obligations
The following table summarizes our outstanding contractual obligations as of December 31, 2019:
(in thousands)
Long-term debt obligations (1)
Interest payments related to debt obligations (2)
Pension and other postretirement benefit obligations
Purchase obligations (3)
Lease obligations (4)
Total
Payments Due by Period
Less than
1-3
4-5
Total
$ 350,000
1 Year
$ 17,500
Years
$ 35,000
Years
$ 297,500
$
50,708
279,814
144,383
51,082
11,301
24,115
128,242
14,232
20,854
47,914
13,442
17,173
18,553
56,701
1,096
7,257
After
5 Years
—
—
151,084
1,603
12,420
$ 875,987
$ 195,390
$ 134,383
$ 381,107
$ 165,107
___________________________________
(1)
Long term debt obligations consisted of the outstanding principal of our term loan facility.
(2)
(3)
(4)
Interest payments related to debt obligations assumes that all debt outstanding as of December 31, 2019 remains
outstanding until maturity and is calculated based on interest rates in effect as of December 31, 2019. Unused
commitment fees related to our revolving credit facility have also been included in this calculation.
During the normal course of our business, we enter 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 amounts reported in the table above exclude those liabilities included in
accounts payable or accrued liabilities on the consolidated balance sheet as of December 31, 2019.
We lease certain warehouses, distribution and office facilities, vehicles and equipment under finance and operating
leases. Lease obligations represent the future undiscounted cash flows on these leases. Certain leases include one or
more options to renew, with renewal terms that can extend the lease term up to three years. The future lease
obligations would change if we were to exercise these options or if we were to enter into additional leases. See “Notes
to Consolidated Financial Statements-Note 4-Leases,” Item 8 of Part II, included elsewhere in this report, for
disclosures related to these lease obligations.
Off Balance Sheet Arrangements
As of December 31, 2019, we did not have any off-balance sheet arrangements that have, or are reasonably likely to
have, a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital
resources.
Critical Accounting Estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates.
A summary of significant accounting policies is included in Note 2, "Summary of Significant Accounting Policies," to
the Consolidated Financial Statements in Item 8 of Part II, which is incorporated herein by reference. An accounting policy is
deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly
uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate
that are reasonably possible could materially impact the financial statements. We believe the following judgments and estimates
are critical in the preparation of our consolidated financial statements.
Goodwill
We evaluate goodwill for impairment annually and whenever events or circumstances indicate that the carrying
amount of this asset may not be recoverable. We test goodwill for impairment by comparing the fair value of the reporting unit
to its carrying value. The fair value of our reporting units is determined using the income approach. Under the income
approach, we estimate the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow
58
projections are based on management’s estimates of revenue growth rates, taking into consideration industry and market
conditions. The discount rate is the weighted-average cost of capital adjusted for the relevant risk associated with business-
specific characteristics and the uncertainty related to the reporting unit’s ability to execute on the projected cash flows. This
analysis contains uncertainties related to estimating revenue growth as it requires us to make assumptions and apply judgments
to estimate industry economic factors and the profitability of future business strategies. If actual results are not consistent with
our estimates and assumptions, we may be exposed to future impairment losses that could be material.
If the fair value of a reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is
not impaired. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit,
then we would record an impairment loss equal to the difference, not to exceed the total amount of goodwill allocated to the
reporting unit.
We perform our annual impairment test of goodwill during the fourth quarter of our fiscal year. There were no impairment
charges recorded for the years ended December 31, 2019, 2018 and 2017.
Pension and Other Postretirement Benefit Plans
We provide various post-employment plans including defined benefit plans (or "pension plans") and postretirement
benefit plans which provide benefits to certain eligible U.S. and foreign employees. Projected benefit obligations are measured
using various actuarial assumptions, such as discount rate, rate of compensation increase, mortality rate, turnover rate 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 rate, expected return on plan assets and rate of compensation
increase, which are determined as of the prior year measurement date. Our actuarial assumptions are reviewed on an annual
basis and modified when appropriate.
Our projected benefit obligations related to our pension and other postretirement benefit plans are valued using a
weighted(cid:3)average discount rate of 3.24% and 3.12%, respectively, for the year ended December 31, 2019. Decreasing the
discount rate by 100 basis points would have increased the projected benefit obligations of our pension and other postretirement
benefit plan by approximately $33.5 million and $1.8 million, respectively, for the year ended December 31, 2019.
Our net periodic benefit cost related to our pension and other postretirement benefit plans is calculated using a
weighted average discount rate of 4.25% and 4.27%, respectively, for the year ended December 31, 2019. Decreasing the
discount rate by 100 basis points would increase net periodic pension and other postretirement benefit cost by approximately
$2.5 million and $0.3 million, respectively, for the year ended December 31, 2019. Additionally, our net periodic benefit cost
related to our pension plans is calculated using an expected return on plan assets of 5.84% for the year ended December 31,
2019. Decreasing the expected return on plan assets by 100 basis points would increase net periodic pension benefit cost by
approximately $1.4 million for the year ended December 31, 2019.
Income Taxes
Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years.
Such assets arise because of temporary differences between the financial reporting and tax basis of assets and liabilities, as well
as from net operating losses and tax credit carryforwards. We evaluate the recoverability of these future tax deductions and
credits by assessing the adequacy of future expected taxable income from all sources, including reversal of temporary
differences, forecasted operating earnings and available tax planning strategies. These sources of income rely heavily on
estimates that are based on a number of factors, including historical experience and short-range and long-range business
forecasts. As of December 31, 2019, we had a valuation allowance on certain net operating loss and tax credit carryforwards
based on our assessment that it is more likely than not that the deferred tax assets will not be recognized. As of December 31,
2019 and 2018, the cumulative valuation allowance against deferred tax assets was $18.4 million and $15.5 million,
respectively.
We are subject to income taxes in the U.S. and foreign jurisdictions. We account for uncertain tax positions using a
more likely than not threshold for recognizing and resolving uncertain tax matters. Significant judgment is required in
evaluating our uncertain tax positions and determining our provision for income taxes. Although we believe we have
adequately reserved for our uncertain tax positions, no assurance can be given that the outcome of these matters will not be
different. We adjust these reserves in light of changing facts and circumstances, such as the closing of tax audits or refinement
of an estimate. To the extent the outcome of these matters is different than the amounts recorded, such differences will affect
the provision for income taxes and the effective tax rate in the period in which the determination is made.
59
The 2017 Tax Act was signed into law on December 22, 2017 and significantly changed how corporations are taxed.
The U.S. Tax Act requires complex computations to be performed that were not previously required U.S. tax law, significant
judgments to be made in interpretation of the provisions of the U.S. Tax Act, significant estimates in calculations, and the
preparation and analysis of information not previously relevant or regularly produced. The U.S. Treasury Department, the IRS,
and other standard-setting bodies will continue to interpret or issue guidance on how provisions of the U.S. Tax Act will be
applied or otherwise administered. As future guidance is issued, we may adjust amounts that we have previously recorded that
may materially impact our provision for income taxes in the period in which the adjustments are made.
Recently Issued Accounting Pronouncements
We have reviewed all recently issued standards and have determined that, other than as disclosed in “Notes to
Consolidated Financial Statements – Note 2 – Summary of Significant Accounting Policies”, Item 8 of Part II, included
elsewhere in this report, such standards will not have a significant impact on our consolidated financial statements or do not
otherwise apply to our operations.
60
(cid:3)ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various market risks, which may result in potential losses arising from adverse changes in market
rates, such as interest rates, foreign exchange rates and commodity prices. We do not enter into derivatives or other financial
instruments for trading or speculative purposes and do not believe we are exposed to material market risk with respect to our
cash and cash equivalents.
Interest Rate Risk
We are exposed to interest rate risk under our various credit facilities which accrue interest at variable rates, as
described in “Notes to Consolidated Financial Statements – Note 10 - Debt and Financing Arrangements,” Item 8 of Part II,
included elsewhere in this report. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax
policies, U.S. and international economic factors and other factors beyond our control. We are exposed to changes in the level
of interest rates and to changes in the relationship or spread between interest rates for our floating rate debt. Our floating rate
debt requires payments based on a variable interest rate index such as LIBOR. The LIBOR rate, on which the Eurodollar Rate
is based, is expected to be discontinued by the end of 2021. The restated credit agreement permits us to agree with the
administrative agent for the restated credit facility on a replacement benchmark rate subject to certain conditions (including that
a majority of the lenders do not object to such replacement rate within a specified period of time following notice thereof from
the administrative agent). Increases in interest rates may reduce our net income by increasing the cost of our debt.
During 2018, we entered into interest rate swap contracts to reduce the impact of variability in interest rates. Under the
contracts, we pay fixed and receive variable rate interest, in effect converting a portion of our variable rate debt to fixed rate
debt. As of December 31, 2019 and 2018, the notional value of our outstanding interest rate swap contracts was $160.0 million
and $185.0 million, respectively. See "Notes to Consolidated Financial Statement – Note 11 - Derivative Financial
Instruments," Item 8 of Part II, included elsewhere in this report, for further discussion of our interest rate swap contracts.
We performed a sensitivity analysis to assess the potential effect of a hypothetical movement in variable interest rates
on our annual pre-tax interest expense. As of December 31, 2019, we had $244.1 million of outstanding indebtedness at
variable interest rates (excluding unamortized debt issuance costs) after giving effect to $160.0 million of hedged variable rate
indebtedness. The sensitivity analysis, while not predictive in nature, indicated that a one percentage point increase in the
interest rate applied to these borrowings as of December 31, 2019 would have resulted in an increase of $2.4 million in our
annual pre-tax interest expense.
As of December 31, 2018, we had $200.8 million of outstanding indebtedness at variable interest rates (excluding
unamortized debt issuance costs) after giving effect to $185.0 million of hedged variable rate indebtedness. The same
sensitivity analysis of movement in variable interest rates as of December 31, 2018, indicated that a one percentage point
increase in the interest rate applied to these borrowings as of December 31, 2018 would have resulted in an increase of $2.0
million in our annual pre tax interest expense.
Foreign Exchange Risk
We are exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to
transactions outside the United States denominated in foreign currencies, which include, but are not limited to, the Japanese
yen, the Korean won, the British pound sterling, the euro and the Canadian dollar. In addition, we are exposed to gains and
losses resulting from the translation of the operating results of our non U.S. subsidiaries into U.S. dollars for financial reporting
purposes.
We use financial instruments to reduce the impact of changes in foreign currency exchange rates. The principal
financial instruments we enter into on a routine basis are foreign exchange forward contracts. The primary foreign exchange
forward contracts pertain to the Japanese yen, the Korean won, the British pound sterling, the euro and the Canadian dollar.
Foreign exchange forward contracts are primarily used to hedge purchases denominated in select currencies. 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. We do not enter into foreign exchange forward contracts for trading or speculative
purposes.
The gross U.S. dollar equivalent notional amount of all foreign exchange forward contracts outstanding at
December 31, 2019 was $287.9 million, representing a net settlement asset of $3.0 million. The gross U.S. dollar equivalent
notional amount of all foreign exchange forward contracts outstanding at December 31, 2018 was $312.8 million, representing
a net settlement asset of $6.4 million. Gains and losses on the foreign exchange forward contracts that we account for as hedges
offset losses and gains on these foreign currency purchases and reduce the earnings and shareholders’ equity volatility relating
to foreign exchange.
61
We performed a sensitivity analysis to assess potential changes in the fair value of our foreign exchange forward
contracts relating to a hypothetical movement in foreign currency exchange rates. The sensitivity analysis of changes in the fair
value of our foreign exchange forward contracts outstanding at December 31, 2019, while not predictive in nature, indicated
that if the U.S. dollar uniformly weakened by 10% against all currencies covered by our contracts, the net settlement asset of
$3.0 million would decrease by $22.8 million resulting in a net settlement liability of $19.8 million. The same sensitivity
analysis of changes in the fair value of our foreign exchange forward contracts outstanding at December 31, 2018, indicated
that if the U.S. dollar uniformly weakened by 10% against all currencies covered by our contracts, the net settlement asset of
$6.4 million would decrease by $24.3 million resulting in a net settlement liability of $17.9 million.
The sensitivity analysis described above recalculates the fair value of the foreign exchange forward contracts
outstanding by replacing the actual foreign currency exchange rates and current month forward rates with foreign currency
exchange rates and forward rates that reflect a 10% weakening of the U.S. dollar against all currencies covered by our
contracts. All other factors are held constant. The sensitivity analysis disregards the possibility that currency exchange rates
can move in opposite directions and that gains from one currency may or may not be offset by losses from another currency.
The analysis also disregards the offsetting change in value of the underlying hedged transactions and balances.
The financial markets and currency volatility may limit our ability to cost(cid:3)effectively hedge these exposures. The
counterparties to derivative contracts are major financial institutions. We assess credit risk of the counterparties on an ongoing
basis.
Commodity Price Risk
We are exposed to commodity price risk with respect to certain materials and components used by us, our suppliers
and our manufacturers, including polybutadiene, urethane and Surlyn for the manufacturing of our golf balls, titanium and steel
for the assembly of our golf clubs, leather and synthetic fabrics for our golf shoes, golf gloves, golf gear and golf apparel, and
resin and other petroleum(cid:3)based materials for a number of our products.
Impact of Inflation
Our results of operations and financial condition are presented based on historical cost. While it is difficult to
accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of
inflation, if any, on our results of operations and financial condition have been immaterial.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the Index to Consolidated Financial Statements and financial statements commencing on page F 1, which are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES
There were no changes in or disagreements with our accountants on accounting and financial disclosure matters.
ITEM 9A. CONTROLS AND PROCEDURES
The required certifications of our chief executive officer and our principal financial officer are included as Exhibit
31.1 and 31.2 to this Annual Report on Form 10-K. The disclosures set forth in this Item 9A contain information concerning the
evaluation of our disclosure controls and procedures, management's report on internal control over financial reporting and
changes in internal control over financial reporting referred to in those certifications. These certifications should be read in
conjunction with this Item 9A for a more complete understanding of the matters covered by the certifications.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act,
that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under
the Securities Exchange Act, as amended, (the “ Exchange Act”) is recorded, processed, summarized, and reported, within the
time periods specified in the SEC’s rules and forms; and that such information is accumulated and communicated to
management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial
officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2019, the last day of the
period covered by this Annual Report. Based on this evaluation, our principal executive officer and principal financial officer
have concluded that our disclosure controls and procedures were effective as of December 31, 2019.
62
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal
control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process
designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of
directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:
•
•
•
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019. In
making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in “Internal Control – Integrated Framework (2013)”.
Based on our assessment, our management determined that, as of December 31, 2019, our internal control over financial
reporting is effective.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our
internal control over financial reporting as stated in their report which appears on page F-2 of this Annual Report on Form 10-
K.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2019 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
63
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Information about our executive officers is contained in the discussion entitled “Executive Officers of the
Registrant” in Part I of this Form 10 K. The remaining information required by this Item will be included in our Proxy
Statement and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will be included in our Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item will be included in our Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item will be included in our Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item will be included in our Proxy Statement and is incorporated herein by reference.
64
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
The following documents are filed as a part of this report:
PART IV
(1)
(2)
Financial Statements. See Index to Consolidated Financial Statements on page F-1 hereof.
Financial statement schedules are omitted because they are not applicable or the required information is
shown in the Consolidated Financial Statements or notes thereto.
(3)
Exhibits Index:
Exhibit
Number
3.1
3.2
3.3
Description
Amended and Restated Certificate of Incorporation of Acushnet Holdings Corp. (incorporated by reference to Exhibit 3.1 to the
Registrant’s Current Report on Form 8 K filed on November 2, 2016 (No. 001 37935)).
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Acushnet Holdings Corp. (incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K filed on February 28, 2019 (No. 001-37935)).
Amended and Restated Bylaws of Acushnet Holdings Corp. (incorporated by reference to Exhibit 3.2 to the Registrant's Current
Report on Form 8-K filed on November 2, 2016 (no. 001-37935)).
4.1 Description of Securities (filed herewith).
10.1†
10.2†
10.3†
10.4†
10.5†
10.6†
10.7
10.8
10.9
10.10†
10.11†
10.12†
10.13†
10.14†
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Acushnet Holdings Corp. 2015 Omnibus
Incentive Plan (filed herewith).
Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement under the Acushnet Holdings Corp. 2015
Omnibus Incentive Plan (filed herewith).
Acushnet Executive Severance Plan (as amended and restated effective January 1, 2019) (incorporated by reference to Exhibit 10.3
to the Registrant's Annual Report on Form 10-K filed on February 28, 2019 (No. 001-37935)).
Acushnet Company Supplemental Retirement Plan (as amended and restated effective December 31, 2015) (incorporated by reference
to Exhibit 10.10 to the Registrant’s Registration Statement on Form S 1 (No. 333 212116)).
Acushnet Company Amended and Restated Trust Agreement, dated as of August 31, 2016 (incorporated by reference to Exhibit 10.11
to the Registrant’s Registration Statement on Form S 1 (No. 333 212116)).
Amended and Restated Acushnet Company Excess Deferral Plan II (effective July 29, 2011) (incorporated by reference to Exhibit 10.16
to the Registrant’s Registration Statement on Form S 1 (No. 333 212116)).
Amended and Restated Credit Agreement, dated as of December 23, 2019, among Acushnet Holdings Corp, Acushnet Company,
Acushnet Canada Inc., Acushnet Europe Ltd., Wells Fargo Bank, National Association, the lenders party thereto and the other agents
named therein. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 30, 2019
(No. 001- 37935)).
Joint Venture Agreement between Acushnet Cayman Limited and Myre Overseas Corporation, dated as of June 1, 1995 (incorporated
by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S 1 (No. 333 212116)).
Registration Rights Agreement, dated October 26, 2016, among the Company and the Holders (as defined therein) (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8 K filed on November 1, 2016 (No. 001 37935)).
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Directors under the Acushnet Holdings Corp.
2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.12 to the Registrant's Annual Report on Form 10-K filed on
February 28, 2019 (No. 001-37935)).
Acushnet Holdings Corp. Independent Directors Deferral Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s
Registration Statement on Form S 1 (No. 333 212116)).
Acushnet Holdings Corp. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration
Statement on Form S-8 filed on October 27, 2016 (No. 001-37935)).
Employment Agreement between Acushnet Holdings Corp. and David E. Maher, dated as of December 22, 2017 (incorporated by
reference to Exhibit 10.17 to the Registrant's Annual Report on Form 10-K filed on March 7, 2018 (No. 001-37935 ).
Acushnet Holdings Corp. Employee Deferral Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on
Form 10-K filed on March 7, 2018 (No. 001-37935)).
10.15
Stock Repurchase Agreement, dated May 10, 2019 between Acushnet Holdings Corp. and Magnus Holdings Co., Ltd. (incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2019 (No. 001-37935)).
21.1 List of Subsidiaries (filed herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
24.1 Power of Attorney (filed herewith).
Certification of Periodic Report by Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d–14(a) of the Securities Exchange Act
of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
Certification of Periodic Report by Chief Financial Officer Pursuant to Rule 13a–14(a) or 15d–14(a) of the Securities Exchange Act
of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.1
31.2
65
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 (filed herewith).
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 (filed herewith).
32.1
32.2
101.SCH XBRL Taxonomy Extension Schema (filed herewith).
101.CAL XBRL Taxonomy Extension Calculation Linkbase (filed herewith).
101.DEF XBRL Taxonomy Extension Definition Linkbase (filed herewith).
101.LAB XBRL Taxonomy Extension Label Linkbase (filed herewith).
101.PRE XBRL Taxonomy Extension Presentation Linkbase (filed herewith).
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
___________________________________
†Identifies exhibits that consist of a management contract or compensatory plan or arrangement.
ITEM 16. FORM 10 K SUMMARY
None.
66
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 27, 2020
ACUSHNET HOLDINGS CORP.
By:
/s/ David Maher
Name: David Maher
Title:
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Capacity
Date
/s/ David Maher
President and Chief Executive Officer (Principal Executive Officer)
David Maher
February 27, 2020
/s/ Thomas Pacheco
Thomas Pacheco
Executive Vice President, Chief Financial Officer and Chief Accounting
Officer (Principal Financial Officer and Principal Accounting Officer)
February 27, 2020
*
Yoon Soo Yoon
Chairman
*
Director
Jennifer Estabrook
*
Director
Gregory Hewett
*
Director
Sean Sullivan
*
Director
Steven Tishman
*
Director
Walter Uihlein
*
Director
Keun Chang Yoon
*By:
/s/ Brendan Gibbons
Name: Brendan Gibbons
Title: Attorney In Fact
67
February 27, 2020
February 27, 2020
February 27, 2020
February 27, 2020
February 27, 2020
February 27, 2020
February 27, 2020
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Cash Flows
Consolidated Statements of Shareholders' Equity
Notes to Consolidated Financial Statements
Page(s)
F-2
F-4
F-5
F-6
F-7
F-8
F-9
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Acushnet Holdings Corp.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Acushnet Holdings Corp. and its subsidiaries (the “Company”)
as of December 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive income, shareholders’
equity, and cash flows for each of the three years in the period ended December 31, 2019, including the related notes (collectively
referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting
as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases
in 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in
Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express
opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
F-2
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on
the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessment for the Titleist Golf Clubs Reporting Unit
As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $214.1
million as of December 31, 2019, and the goodwill balance associated with the Titleist Golf Clubs reporting unit was $57.1 million.
Goodwill is evaluated for impairment at least annually, or more frequently if an event occurs or circumstances change that would
indicate that the fair value of the reporting unit is less than its carrying amount. Potential impairment is identified by comparing
the fair value of a 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. If the carrying value of the net assets assigned to the reporting
unit exceeds the fair value of the reporting unit, then the Company records goodwill impairment in the amount of the excess of a
reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The
fair value of the reporting units is determined by management using the income approach. As disclosed by management, the income
approach uses a discounted cash flow analysis which includes estimates and assumptions made by management, the most significant
being the estimate of revenue growth rates.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment for
the Titleist Golf Clubs reporting unit is a critical audit matter are there was significant judgment by management when determining
the fair value measurement of the reporting unit. This in turn led to a high degree of auditor judgment, subjectivity and effort in
performing procedures and evaluating management’s significant assumptions related to revenue growth rates.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
management’s goodwill impairment assessment, including controls over the valuation of the Company’s Titleist Golf Clubs
reporting unit. These procedures also included, among others, testing management’s process for determining the fair value estimate;
evaluating the appropriateness of the discounted cash flow model; testing the completeness, accuracy, and relevance of underlying
data used in the model; and evaluating the reasonableness of significant assumptions used by management related to revenue
growth rates. Evaluating management’s assumptions related to revenue growth rates involved evaluating whether the assumptions
used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency
with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas
of the audit.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 27, 2020
We have served as the Company’s, or its predecessors’, auditor since at least 1976, which includes periods before the Company
became subject to SEC reporting requirements. We have not been able to determine the specific year we began serving as auditor
of the Company or its predecessors.
F-3
ACUSHNET HOLDINGS CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
Assets
Current assets
December 31,
2019
December 31,
2018
Cash and restricted cash ($8,514 and $8,436 attributable to the variable interest entity ("VIE"))
$
34,184
$
Accounts receivable, net
Inventories ($11,958 and $9,658 attributable to the VIE)
Other assets
Total current assets
Property, plant and equipment, net ($11,374 and $11,615 attributable to the VIE)
Goodwill ($32,312 and $32,312 attributable to the VIE)
Intangible assets, net
Deferred income taxes
Other assets ($2,517 and $2,593 attributable to the VIE)
Total assets
Liabilities, Redeemable Noncontrolling Interest and Shareholders' Equity
Current liabilities
Short-term debt
Current portion of long-term debt
Accounts payable ($8,360 and $6,882 attributable to the VIE)
Accrued taxes
Accrued compensation and benefits ($3,542 and $1,634 attributable to the VIE)
Accrued expenses and other liabilities ($4,468 and $3,462 attributable to the VIE)
Total current liabilities
Long-term debt
Deferred income taxes
Accrued pension and other postretirement benefits
Other noncurrent liabilities ($5,202 and $4,831 attributable to the VIE)
Total liabilities
Commitments and contingencies (Note 22)
Redeemable noncontrolling interest
Shareholders' equity
Common stock, $0.001 par value, 500,000,000 shares authorized; 75,619,587 and 74,760,062 shares issued
Additional paid-in capital
Accumulated other comprehensive loss, net of tax
Retained earnings
Treasury stock, at cost; 1,183,966 shares (including 56,000 of accrued share repurchase) and no shares (Note 15)
Total equity attributable to Acushnet Holdings Corp.
Noncontrolling interests
Total shareholders' equity
215,428
398,368
94,838
742,818
231,575
214,056
480,794
70,541
77,265
31,014
186,114
361,207
85,666
664,001
228,388
209,671
478,257
78,028
33,276
$
$
1,817,049
$
1,691,621
54,123
$
17,500
102,335
36,032
72,465
76,663
359,118
330,701
4,837
118,852
51,908
865,416
807
76
910,507
(112,028)
151,039
(31,154)
918,440
32,386
950,826
920
35,625
86,045
38,268
77,181
56,828
294,867
346,953
4,635
102,077
16,105
764,637
—
75
910,890
(89,039)
72,946
—
894,872
32,112
926,984
Total liabilities, redeemable noncontrolling interest and shareholders' equity
$
1,817,049
$
1,691,621
The accompanying notes are an integral part of these consolidated financial statements.
F-4
ACUSHNET HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
Net sales
Cost of goods sold
Gross profit
Operating expenses:
Selling, general and administrative
Research and development
Intangible amortization
Income from operations
Interest expense, net (Note 18)
Other expense, net
Income before income taxes
Income tax expense
Net income
Less: Net income attributable to noncontrolling interests
Net income attributable to Acushnet Holdings Corp.
Net income per common share attributable to Acushnet Holdings Corp.:
Basic
Diluted
Weighted average number of common shares:
Basic
Diluted
$
$
$
Year ended December 31,
2019
1,681,357
809,122
872,235
$
2018
1,633,721
791,370
842,351
$
2017
1,560,258
758,401
801,857
627,503
51,601
7,478
185,653
19,613
875
165,165
40,600
124,565
(3,495)
121,070
1.61
1.60
$
$
611,883
51,489
6,644
172,335
18,402
3,629
150,304
47,232
103,072
(3,200)
99,872
1.34
1.32
$
$
578,289
47,241
6,499
169,828
15,709
2,443
151,676
48,475
103,201
(4,506)
98,695
1.33
1.32
75,418,204
75,759,605
74,766,176
75,472,342
74,399,836
74,590,999
The accompanying notes are an integral part of these consolidated financial statements.
F-5
ACUSHNET HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income
Other comprehensive income (loss):
Foreign currency translation adjustments
Cash flow derivative instruments
Unrealized holding gains (losses) arising during period
Reclassification adjustments included in net income
Tax benefit (expense)
Cash flow derivative instruments, net
Available-for-sale securities
Unrealized holding gains arising during period
Tax benefit
Available-for-sale securities, net
Pension and other postretirement benefits
Pension and other postretirement benefits adjustments
Tax benefit (expense)
Pension and other postretirement benefits adjustments, net
Total other comprehensive (loss) income
Comprehensive income
Less: Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Acushnet Holdings Corp.
$
Year ended December 31,
2019
2018
2017
$
124,565
$
103,072
$
103,201
666
(11,971)
26,964
3,305
(7,476)
909
(3,262)
—
—
—
(26,537)
6,144
(20,393)
(22,989)
101,576
(3,577)
97,999
6,222
1,886
(1,668)
6,440
—
—
—
5,690
(1,375)
4,315
(1,216)
101,856
(3,114)
98,742
$
$
(15,558)
(1,329)
4,072
(12,815)
150
35
185
(6,889)
1,698
(5,191)
9,143
112,344
(4,524)
107,820
The accompanying notes are an integral part of these consolidated financial statements.
F-6
ACUSHNET HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities
Net income
Adjustments to reconcile net income to cash provided by (used in) operating activities
Year ended December 31,
2018
2017
2019
$
124,565
$
103,072
$
103,201
Depreciation and amortization
Unrealized foreign exchange loss (gain)
Amortization of debt issuance costs
Share-based compensation
Loss on disposals of property, plant and equipment
Deferred income taxes
Changes in operating assets and liabilities
Accounts receivable
Inventories
Accounts payable
Accrued taxes
Other assets and liabilities
Cash flows provided by (used in) operating activities
Cash flows from investing activities
Additions to property, plant and equipment
Business acquisitions, net of cash acquired
Cash flows used in investing activities
Cash flows from financing activities
Proceeds (repayments) of short-term borrowings, net
Proceeds from term loan facility
Proceeds from delayed draw term loan A facility
Repayments of term loan A facility
Repayments of delayed draw term loan A facility
Purchases of common stock
Debt issuance costs
Dividends paid on common stock
Dividends paid to noncontrolling interests
Payment of employee restricted stock tax withholdings
Cash flows (used in) provided by financing activities
Effect of foreign exchange rate changes on cash and restricted cash
Net increase (decrease) in cash and restricted cash
Cash and restricted cash, beginning of year
Cash and restricted cash, end of year
Supplemental information
Cash paid for interest to third parties
Cash paid for income taxes
Non-cash additions to property, plant and equipment
Dividend equivalents rights ("DERs") declared not paid
Share repurchase liability (Note 15)
Non-cash loan to noncontrolling interest (Note 21)
43,002
215
1,884
10,975
13
8,474
(27,092)
(25,168)
10,851
2,655
(16,091)
134,283
(32,956)
(28,104)
(61,060)
54,115
350,000
—
(330,469)
(54,375)
(29,352)
(2,373)
(43,490)
(3,354)
(11,030)
(70,328)
275
3,170
31,014
34,184
18,218
31,269
2,820
775
1,802
4,392
$
$
40,496
3,960
1,409
18,563
128
15,541
571
805
(5,789)
4,311
(19,334)
163,733
(32,801)
(16,902)
(49,703)
(17,742)
—
—
(21,094)
(40,625)
—
(381)
(39,057)
(7,350)
(2,634)
(128,883)
(1,855)
(16,708)
47,722
31,014
18,344
27,389
2,568
882
—
—
$
$
40,871
(4,028)
1,321
15,285
912
21,272
(2,592)
(28,372)
974
(10,283)
(165,598)
(27,037)
(18,845)
—
(18,845)
(25,548)
—
100,000
(18,750)
(5,000)
—
—
(35,744)
(4,800)
(903)
9,255
5,209
(31,418)
79,140
47,722
15,488
35,949
2,876
801
—
—
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-7
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F
ACUSHNET HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, Sweden and Switzerland), 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.
Acushnet Holdings Corp. was incorporated in Delaware on May 9, 2011 as Alexandria Holdings Corp., an entity
owned by Fila Holdings Co., formerly known as Fila Korea Co., Ltd., (“Fila”), 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”).
Acushnet Holdings Corp. acquired Acushnet Company, its operating subsidiary, from Beam Suntory, Inc. (at the time known as
Fortune Brands, Inc.) (“Beam”) on July 29, 2011. On November 2, 2016, the Company completed an initial public offering at a
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, purchased from the Financial Investors shares of the Company’s common
stock, resulting in Magnus holding a controlling ownership interest in the Company’s outstanding common stock.
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 less than wholly-owned subsidiaries, including 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 and liabilities and related disclosure of
contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Variable Interest Entities
VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities
independently, or (ii) have equity holders that do not have the power to direct the activities of the entity that most significantly
impact its economic performance, the obligation to absorb the entity’s expected losses, or the right to receive the entity’s
expected residual returns. The Company consolidates a VIE when it is the primary beneficiary, which is the party that has both
(i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) through its interests
in the VIE, the obligation to absorb expected losses or the right to receive expected benefits from the VIE that could potentially
be significant to the VIE.
The Company consolidates the accounts of Acushnet Lionscore Limited, a VIE which is 40% owned by the Company.
The sole purpose of the VIE is to manufacture the Company’s golf footwear and as such, the Company is deemed to be the
primary beneficiary. 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 VIE have guaranteed the credit lines of the VIE, for which there were no
outstanding borrowings as of December 31, 2019 and 2018. In addition, pursuant to the terms of the agreement governing the
VIE, the Company is not required to provide financial support to the VIE.
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Noncontrolling Interests and Redeemable Noncontrolling Interest
The ownership interests held by owners other than the Company in less than wholly-owned subsidiaries are classified
as noncontrolling interests. Redeemable noncontrolling interests are those noncontrolling interests which are or may become
redeemable at a fixed or determinable price on a fixed or determinable date, at the option of the holder, or upon occurrence of an
event. The financial results and position of the noncontrolling interests are included in their entirety in the Company’s
consolidated statements of operations and consolidated balance sheets. The value attributable to the noncontrolling interests is
presented on the consolidated balance sheets, separately from the equity attributable to the Company. The value attributable to
the redeemable noncontrolling interest is presented in the consolidated balance sheets as temporary equity between liabilities and
shareholders’ equity. Net income (loss) and comprehensive income (loss) attributable to noncontrolling interests are presented
separately on the consolidated statements of operations and consolidated statements of comprehensive income, respectively.
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, 2019 and 2018, book overdrafts in the
amount of $2.4 million and $2.2 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, 2019 and 2018, the amount of restricted cash
included in cash and restricted cash on the consolidated balance sheets was $2.0 million.
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, 2019 and 2018, the Company had $30.0 million and $28.6 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. Approximate cost is determined on the first-in, first-
out basis. 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. See Note 6 for additional information.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation is
recorded 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
Machinery and equipment
Furniture, fixtures and computer hardware
Computer software
15 - 40 years
3 - 10 years
3 - 10 years
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.
Internal-use 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
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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. See Note 7 for additional information.
Long-Lived Assets
Long-lived assets are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization
are recorded on a straight-line basis, generally over the estimated useful lives of the assets. A long-lived asset (including
amortizing 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 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.
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
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. If the carrying value of the net assets assigned
to the reporting unit exceeds the fair value of the reporting unit, then the Company records goodwill impairment in the amount
of the excess of a reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the
reporting unit. 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.
Purchased intangible assets other than goodwill are amortized over their useful lives unless those lives are determined
to be indefinite. Certain of 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. Indefinite-lived 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. See Note 8 for additional
information.
The Company performs its annual impairment tests in the fourth quarter of each fiscal year. During the years ended
December 31, 2019, 2018 and 2017, no impairment charges were recorded to goodwill or indefinite-lived intangible assets.
Debt Issuance Costs
The Company defers costs directly associated with acquiring third-party financing. These debt issuance costs are
amortized as interest expense over the term of the related indebtedness. Debt issuance costs associated with the revolving credit
facilities are included in other current and noncurrent assets and debt issuance costs associated with all other indebtedness are
netted against long-term debt on the consolidated balance sheet. See Note 10 for additional information.
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
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asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to
measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. 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 derivative instrument assets and liabilities are carried at fair value determined according to the fair
value hierarchy described above (Note 11 and 12). 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.
See Note 12 for additional information regarding the Company's fair value measurements.
Pension and Other Postretirement Benefit Plans
The Company provides U.S. and foreign defined benefit and defined contribution plans to certain 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 2019, 2018 and 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. See Note 13 for additional information.
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 at 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
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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 22). These estimated tax obligations are recorded in accrued taxes and other noncurrent liabilities, and the
related indemnification receivable is recorded in other 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 expense, net on the consolidated statement of operations. See Note 14
for additional information.
On December 22, 2017, the U.S. enacted the 2017 Tax Act. The 2017 Tax Act contains a new law that subjects the
Company to a tax on Global Intangible Low-Taxed Income (“GILTI”), beginning in 2018. GILTI is a tax on foreign income in
excess of a deemed return on tangible assets of related foreign corporations. Companies subject to GILTI have the option to
account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for temporary differences,
including outside basis differences, expected to reverse as GILTI. The Company has elected to account for GILTI as a period
cost.
Cost of Goods Sold
Cost of goods sold includes all costs to make products salable, 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 salable is included in cost of goods sold.
Product Warranty
The Company has defined warranties generally ranging from one to two years. Products covered by the defined
warranty policies primarily 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. See Note 9 for additional
information.
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 first
appears. Product endorsement arrangements are expensed based upon the specific provisions of player contracts. Advertising and
promotional expense was $193.5 million, $192.2 million and $192.7 million for the years ended December 31, 2019, 2018 and
2017, 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 $36.7 million, $34.1 million and $32.5 million for the years ended December 31, 2019, 2018 and 2017,
respectively.
Research and Development
Research and development expenses include product development, product improvement, product engineering, and
process improvement costs and are expensed as incurred.
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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 loss, net of tax. 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 loss of $0.5 million, a loss of $1.9
million and a gain of $4.1 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Derivative Financial Instruments
All derivative instruments are recognized as either assets or liabilities on the consolidated balance sheet and are
measured at fair value. If the derivative instrument is designated as a fair value hedge, the changes in the fair value of the
derivative instruments 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 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 the consolidated statement of operations. Cash flows from derivative financial instruments and the related hedged
transactions are included in cash flows from operating activities. See Note 11 for additional information.
Share-based Compensation
The Company has a share-based compensation plan for members of the board of directors, officers, employees,
consultants and advisors of the Company. All awards granted under the plan are measured at fair value at the date of the grant.
The estimated fair value is determined based on the closing price of the Company's common stock, generally on the award date,
multiplied by the number of shares per the stock award. The Company issues share-based awards with service-based vesting
conditions and performance-based vesting conditions. Awards with service-based vesting conditions are amortized as expense
over the requisite service period of the award, which is generally the vesting period of the respective award. For awards with
performance-based vesting conditions, the measurement of the expense is based on the Company’s level of achievement of
performance metrics as defined in the applicable award agreements. The Company accounts for forfeitures in compensation
expense when they occur. See Note 16 for additional information.
Recently Adopted Accounting Standards
Leases
On January 1, 2019, the Company adopted Accounting Standards Codification ("ASC") Topic 842, Leases ("ASC
842"), which requires the recognition of right-of-use assets and related operating and finance lease liabilities on the consolidated
balance sheet. As permitted by ASC 842, the Company adopted ASC 842 using the optional transition approach, which allowed
for a cumulative effect adjustment as of January 1, 2019, which is the date of initial application, and did not restate prior periods.
As a result, the consolidated balance sheet prior to January 1, 2019 was not restated and continues to be reported under ASC
Topic 840, Leases ("ASC 840"), which did not require the recognition of right-of-use assets and related operating lease liabilities
on the consolidated balance sheet, and is not comparative.
Under ASC 842, all leases are required to be recorded on the consolidated balance sheet and are classified as either
operating or finance leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers
ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to
be exercised, the lease term is for a major part of the remaining useful life of the asset, the present value of the lease payments
equals or exceeds substantially all of the fair value of the asset, or the leased asset is of a highly specialized nature. A lease is
classified as an operating lease if it does not meet any one of these criteria.
The lease classification affects the expense recognition in the consolidated statement of operations. Operating lease
expense consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term
in the consolidated statement of operations. Finance lease charges are split, where amortization of the right-of-use asset is
recorded as depreciation and amortization expense and an implied interest component is recorded in interest expense, net. The
expense recognition for operating leases and finance leases under ASC 842 is consistent with ASC 840. As a result, there is no
impact on the results of operations presented in the Company's consolidated statements of operations and consolidated
statements of comprehensive income for the periods presented as a result of the adoption of ASC 842.
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As permitted under ASC 842, the Company also elected to not reassess prior conclusions related to the identification,
classification and accounting for initial direct costs for leases that commenced prior to January 1, 2019. As permitted under ASC
842, the Company elected to not use hindsight to determine lease terms. As permitted under ASC 842, the Company has elected
to not separate non-lease components within its lease portfolio. As permitted under ASC 842, the Company has also elected not
to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of
short-term leases on the Company's operating right-of-use assets and operating lease liabilities was not material.
Upon adoption of ASC 842, the Company recognized operating lease right-of-use assets and operating lease liabilities.
The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present
value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the
initial amount of the lease liability, plus any initial direct costs incurred less any lease incentives received. Lease payments
included in the measurement of the lease liability comprise the following: the fixed non-cancelable lease payments, payments for
optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination
options unless it is reasonably certain the lease will not be terminated early. The discount rate implicit within the Company's
leases is generally not determinable and therefore the Company determines the discount rate based on its incremental
collateralized borrowing rate applicable to the location where the lease is held. The incremental borrowing rate for each of the
Company's leases is determined based on the lease term and currency in which such lease payments are made. On January 1,
2019, the Company recorded an adjustment to operating lease right-of-use assets and the related lease liabilities of $49.8 million.
The Company leases office and warehouse space, machinery and equipment, and vehicles, among other items. Certain
leases include one or more options to renew, with renewal terms that can extend the lease term up to three years. For contracts
entered into on or after the effective date, at the inception of a contract the Company assesses whether the contract is, or
contains, a lease. The Company's assessment is based on: (1) whether the contract involves the use of a distinct identified asset,
(2)(cid:3)whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the(cid:3)
period, and (3) whether the Company has the right to direct the use of the asset. See further discussion in Note 4.
Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
On January 1, 2019, the Company adopted Accounting Standards Update ("ASU") 2017(cid:3)12, “Derivatives and Hedging
(Topic 815): Targeted Improvements to Accounting for Hedging Activities” ("ASU 2017-12"). 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 simplified the application of hedge accounting guidance,
hedge documentation requirements and the assessment of hedge effectiveness. The adoption of this standard did not have a
material impact on the consolidated financial statements.
Changes to the Disclosure Requirements for Fair Value Measurement
On January 1, 2019, the Company adopted ASU 2018-13, "Fair Value Measurement (Topic 820) —Disclosure
Framework —Changes to the Disclosure Requirements for Fair Value Measurement" ("ASU 2018-13"). The amendments in this
update are meant to provide more relevant information regarding valuation techniques and inputs used to arrive at measures of
fair value, uncertainty in the fair value measurements, and how changes in fair value measurements impact an entity's
performance and cash flows. The adoption of this standard did not have an impact on the consolidated financial statements or
related disclosures.
Financial Instruments—Recognition and Measurement
On January 1, 2018, the Company adopted ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10):
Recognition and Measurement of Financial Assets and Financial Liabilities" ("ASU 2016-01"). ASU 2016-01 superseded the
guidance to classify equity securities with readily determinable fair values into different categories (that is, trading or available-
for-sale) and required equity securities to be measured at fair value with changes in the fair value recognized through net
income, among other items (Note 17). As a result of the adoption of the amendments in this update, the Company recorded a
reclassification of unrealized gains of $2.1 million from accumulated other comprehensive loss, net of tax to retained earnings.
The comparative information for the year ended December 31, 2017 has not been restated and continues to be reported under the
accounting standards in effect for such period.
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Recently Issued Accounting Standards
Income Taxes
In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, "Income Taxes (Topic
740) —Simplifying the Accounting for Income Taxes ("ASU 2019-12"). The amendments in this update simplify the accounting
for income taxes by removing certain exceptions to general principles in Topic 740. The amendments also improve consistent
application and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is
effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating
the impact this standard will have on its consolidated financial statements.
Intangibles —Goodwill and Other —Internal-Use Software
In August 2018, the FASB issued ASU 2018-15, "Intangibles —Goodwill and Other —Internal-Use Software (Subtopic
350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service
Contract" ("ASU 2018-15"). The amendments in this update align the requirements for capitalizing implementation costs
incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred
to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU
2018-15 is effective for fiscal years beginning after December 15, 2019 and should be applied either retrospectively or
prospectively to all implementation costs incurred after the date of adoption. The adoption of this standard is not expected to
have a material impact on the consolidated financial statements.
Defined Benefit Plans—Changes to the Disclosure Requirements for Defined Benefit Plans
In August 2018, the FASB issued ASU 2018-14, "Compensation —Retirement Benefits —Defined Benefit Plans —
General (Subtopic 715-20) —Disclosure Framework —Changes to the Disclosure Requirements for Defined Benefit
Plans" ("ASU 2018-14"). The amendments in this update remove defined benefit plan disclosures that are no longer considered
cost-beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. ASU
2018-14 is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The adoption of this standard
should be applied to all periods presented. The adoption of this standard will not have a material impact on the consolidated
financial statements.
Financial Instruments—Credit Losses
In June 2016, the FASB issued ASU 2016-13, "Financial Instruments —Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments" ("ASU 2016-13"). ASU 2016-13 is intended to improve financial reporting by requiring
timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations.
ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on
historical experience, current conditions, and reasonable and supportable forecasts. Additionally, enhanced disclosures will be
required to help investors and other financial statement users better understand significant estimates and judgments used in
estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. ASU 2016-13 is
effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company does
not expect the effect of adoption to have a material impact on its consolidated financial statements.
3. Revenue
On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method applied to those
contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are
presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the
Company’s historic accounting under ASC 605, "Revenue Recognition".
The Company recorded a net reduction to opening retained earnings of $1.6 million as of January 1, 2018 due to the
cumulative impact of adopting ASC 606, with the impact primarily related to a promotional holiday program. The impact of
applying ASC 606 was an increase in net sales of $4.3 million and an increase in cost of sales of $2.3 million for the year ended
December 31, 2018. The adoption of ASC 606 did not have any other material impacts to the financial statements.
Accounting Policies
Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The
majority of the Company's contracts have a single performance obligation to transfer products. Accordingly, the Company
recognizes revenue when control of the products has been transferred to the customer, generally at the time of shipment or
delivery of products, based on the terms of the contract and the jurisdiction of the sale. Revenue is recognized in an amount that
F-16
reflects the consideration the Company expects to be entitled to in exchange for the products. Revenue is recognized net of
allowances for discounts and sales returns. Sales taxes and other similar taxes are excluded from revenue.
Substantially all of the Company’s revenue is recognized at a point in time and relates to customers who are not
engaged in a long-term supply agreement or any form of contract with the Company. Substantially all sales are paid for on
account with the majority of terms between 30 and 60 days, not to exceed one year.
Costs associated with shipping and handling activities, such as merchandising, are included in selling, general and
administrative expenses as revenue is recognized. The Company has made an accounting policy election to account for
shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of
assessing such activities as performance obligations.
The Company reduces revenue by the amount of expected returns and records a corresponding refund liability in
accrued expenses and other liabilities. The Company accounts for the right of return as variable consideration and recognizes a
refund liability for the amount of consideration that it estimates will be refunded to customers. In addition, the Company
recognizes an asset for the right to recover returned products in other assets on the consolidated balance sheets. 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. The refund liability for expected returns was $10.2 million and $9.8 million as
of December 31, 2019 and 2018, respectively. The value of inventory expected to be recovered related to sales returns was
$6.1 million and $5.7 million as of December 31, 2019 and 2018, respectively.
Contract Balances
Accounts receivable, net, include amounts billed and currently due from customers. The amounts due are stated at
their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated
amount of receivables that will not be collected. The allowance includes amounts for certain customers where a risk of default
has been specifically identified as well as a provision for customer defaults when it is determined the risk of some default is
probable and estimable, but cannot yet be associated with specific customers. The assessment of the likelihood of customer
defaults 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, all of which are subject
to change.
Customer Sales Incentives
The Company offers sales-based incentive programs to certain customers in exchange for certain benefits, including
prominent product placement and exclusive stocking by participating retailers. These programs typically provide qualifying
customers with rebates for achieving certain purchase goals. The rebates can be settled in the form of cash or credits or in the
form of free product. The rebates which are expected to be settled in the form of cash or credits are accounted for as variable
consideration. The estimate of the variable consideration requires the use of 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 the
Company's product life cycles.
The rebates which are expected to be settled in the form of product are estimated based upon historical experience and
the terms of the customer programs and are accounted for as an additional performance obligation. Revenue will be recognized
when control of the free products earned transfers to the customer at the end of the related customer incentive program, which
generally occurs within one year. Control of the free products generally transfers to the customer at the time of shipment.
Practical Expedients and Exemptions
The Company expenses sales commissions when incurred because the amortization period is one year or less. These
costs are recorded within selling, general and administrative expense on the consolidated statements of operations.
The Company has elected the practical expedient to not disclose information about remaining performance obligations
that have original expected durations of one year or less.
Disaggregated Revenue
In general, the Company's business segmentation is aligned according to the nature and economic characteristics of its
products and customer relationships and provides meaningful disaggregation of each business segment's results of operations. See
Note 20 for the Company's business segment disclosures, as well as a further disaggregation of net sales by geographical area.
F-17
4.(cid:3)Leases
The Company's operating lease right-of-use assets and operating lease liabilities represent leases for office and
warehouse space, machinery and equipment, and vehicles, among other items. The Company's finance lease right-of-use assets
and finance lease liabilities represent leases for vehicles.
Lease costs recognized on the consolidated statements of operations were as follows:
(in thousands)
Lease costs
Operating
Location in Statement of Operations
Cost of goods sold
Selling, general and administrative
Research and development
Finance
Amortization of lease assets Selling, general and administrative
Interest on lease liabilities
Total lease cost
Interest expense, net
Year ended
December 31, 2019
$
$
2,361
11,775
773
8
2
14,919
Total rental expense for all operating leases amounted to $15.7 million and $16.3 million for the years ended
December 31, 2018 and 2017, respectively.
Supplemental balance sheet information related to the Company's leases is as follows:
(in thousands)
Right-of-use assets
Operating
Finance
Lease liabilities
Operating
Finance
Operating
Finance
Balance Sheet Location
December 31, 2019
Other noncurrent assets
Property, plant and equipment, net
Total lease assets
Accrued expenses and other liabilities
Accrued expenses and other liabilities
Other noncurrent liabilities
Long-term debt
Total lease liabilities
$
$
$
$
44,407
281
44,688
11,336
8
34,137
273
45,754
The weighted average remaining lease term and the weighted average discount rate for leases is as follows:
Weighted average remaining lease term (years):
December 31, 2019
Operating
Finance
Weighted average discount rate:
Operating
Finance
5.8
5.9
3.42%
4.18%
F-18
The following table reconciles the undiscounted cash flows for leases as of December 31, 2019 to lease liabilities
recorded on the consolidated balance sheet:
(in thousands)
2020
2021
2022
2023
2024
Thereafter
Total future lease payments
Less: Interest
Present value of lease liabilities
Accrued expenses and other liabilities
Other noncurrent liabilities
Long-term debt
Total lease liabilities
Operating
Leases
Finance
Leases
Total
$
$
$
$
14,173
10,321
6,740
3,889
3,264
12,379
50,766
(5,293)
45,473
11,336
34,137
—
45,473
$
$
$
$
59
57
55
53
51
41
316
(35)
281
8
—
273
281
$
$
$
$
14,232
10,378
6,795
3,942
3,315
12,420
51,082
(5,328)
45,754
11,344
34,137
273
45,754
Future minimum rental payments under noncancelable operating leases as of December 31, 2018 were as follows:
(in thousands)
Year ending December 31,
2019
2020
2021
2022
2023
Thereafter
Total minimum rental payments
$
$
13,119
11,053
7,984
5,345
3,133
13,852
54,486
Supplemental cash flow information and non-cash activity related to the Company's leases are as follows:
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
Operating cash flows for finance leases
Financing cash flows for finance leases
Non-cash right-of-use assets obtained in exchange for lease obligations:
Operating leases
Finance leases
5. Allowance for Doubtful Accounts
The activity related to the allowance for doubtful accounts was as follows:
Year ended
December 31, 2019
$
$
14,804
2
8
9,530
289
(in thousands)
Balance at beginning of year
Bad debt expense
Amount of receivables written off
Foreign currency translation and other
Balance at end of year
Year ended December 31,
2019
2018
2017
$
$
7,272
573
(2,706)
199
5,338
$
$
9,975
(583)
(1,873)
(247)
7,272
$
$
12,255
337
(3,300)
683
9,975
F-19
(cid:3)6.(cid:3)Inventories
The components of inventories were as follows:
(in thousands)
Raw materials and supplies
Work-in-process
Finished goods
Inventories
7. Property, Plant and Equipment, Net
The components of property, plant and equipment, net were as follows:
(in thousands)
Land
Buildings and improvements
Machinery and equipment
Furniture, computers and equipment
Computer software
Construction in progress
Property, plant and equipment, gross
Accumulated depreciation and amortization
Property, plant and equipment, net
December 31,
2019
December 31,
2018
$
$
87,675
22,024
288,669
398,368
$
$
71,068
21,763
268,376
361,207
December 31,
2019
December 31,
2018
$
$
14,551
146,727
171,230
40,143
70,458
25,044
468,153
(236,578)
231,575
$
$
14,515
142,113
160,707
36,405
62,517
19,999
436,256
(207,868)
228,388
During the years ended December 31, 2019, 2018 and 2017, software development costs of $11.8 million, $4.1 million
and $3.1 million were capitalized. Capitalized software development costs as of December 31, 2019, 2018 and 2017 consisted
of software placed into service of $7.2 million, $1.7 million and $2.4 million, respectively, and amounts recorded in
construction in progress of $4.6 million, $2.4 million and $0.7 million, respectively. Amortization expense on capitalized
software development costs was $6.6 million, $6.3 million and $6.4 million for the years ended December 31, 2019, 2018 and
2017, respectively.
Total depreciation and amortization expense related to property, plant and equipment was $32.4 million, $32.2 million
and $31.6 million for the years ended December 31, 2019, 2018 and 2017, respectively.
8. 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:
(in thousands)
Balances at December 31, 2017
Acquisitions (Note 21)
Foreign currency translation
Balances at December 31, 2018
Acquisitions (Note 21)
Foreign currency translation
Balances at December 31, 2019
$
$
Titleist
Golf Balls
Titleist
Golf Clubs
Titleist
Golf Gear
FootJoy
Golf Wear
Other
Total
119,634
8,492
(1,931)
126,195
—
(214)
125,981
$
$
58,101
—
(949)
57,152
—
(104)
57,048
$
$
14,088
—
(222)
13,866
—
(25)
13,841
$
$
2,585
1,071
(43)
3,613
—
(5)
3,608
$
$
8,995
—
(150)
8,845
4,749
(16)
13,578
$
$
203,403
9,563
(3,295)
209,671
4,749
(364)
214,056
F-20
The net carrying value by class of identifiable intangible assets was as follows:
(in thousands)
Indefinite-lived:
Trademarks
Amortizing:
Trademarks
Completed technology
Customer relationships
Licensing fees and other
Total intangible assets
December 31, 2019
December 31, 2018
Gross
Accumulated
Amortization
Net Book
Value
Gross
Accumulated
Amortization
Net Book
Value
$ 429,051
$
— $
429,051
$ 429,051
$
— $
429,051
5,503
74,715
27,127
32,666
$ 569,062
$
(492)
(46,370)
(8,923)
(32,483)
(88,268) $
5,011
28,345
18,204
183
480,794
1,600
73,900
22,023
32,384
$ 558,958
$
(50)
(41,017)
(7,250)
(32,384)
(80,701) $
1,550
32,883
14,773
—
478,257
As a result of an acquisition completed during the year ended December 31, 2019, the Company recorded additions to
identifiable intangible assets including amortizing trademarks, completed technology, customer relationships and other
intangible assets of $3.9 million, $0.8 million, $5.1 million and $0.2 million, respectively (Note 21). The Company expects to
amortize the acquired amortizing trademarks, completed technology, customer relationships and other intangible assets over an
eight, six, seven and five year period, respectively.
As a result of acquisitions completed during the year ended December 31, 2018, the Company recorded additions to
identifiable intangible assets including indefinite-lived trademarks, amortizing trademarks and customer relationships of $1.0
million, $1.6 million and $2.7 million, respectively (Note 21). The Company expects to amortize the acquired amortizing
trademarks and customer relationships over an eight year period.
During the years ended December 31, 2019, 2018 and 2017, no impairment charges were recorded to goodwill or
indefinite-lived intangible assets.
Identifiable intangible asset amortization expense was $7.5 million, $8.0 million and $9.3 million for the years ended
December 31, 2019, 2018 and 2017, respectively, of which $1.4 million and $2.7 million associated with certain licensing fees
was included in cost of goods sold for the years ended December 31, 2018 and 2017, respectively.
Identifiable intangible asset amortization expense for each of the next five fiscal years and beyond is expected to be as
follows:
(in thousands)
Year ending December 31,
2020
2021
2022
2023
2024
Thereafter
Total
9. Product Warranty
$
$
7,835
7,835
7,835
7,835
7,815
12,588
51,743
The activity related to the Company’s warranty obligation for accrued warranty expense was as follows:
(in thousands)
Balance at beginning of year
Provision
Claims paid/costs incurred
Foreign currency translation and other
Balance at end of year
Year ended December 31,
2019
2018
2017
$
$
3,331
6,863
(6,481)
335
4,048
$
$
3,823
5,909
(6,315)
(86)
3,331
$
$
3,526
5,801
(5,653)
149
3,823
F-21
10.(cid:3)Debt and Financing Arrangements
The Company’s debt and finance lease obligations were as follows:
(in thousands)
Term loan facility
Term loan A facility
Delayed draw term loan A facility
Revolving credit facility
Other short-term borrowings
Finance lease obligations
Debt issuance costs
Total
Less: short-term debt and current portion of long-term debt
Total long-term debt and finance lease obligations
December 31,
2019
December 31,
2018
$
$
350,000
—
—
50,321
3,802
273
(2,072)
402,324
71,623
330,701
$
$
—
330,469
54,375
—
920
—
(2,266)
383,498
36,545
346,953
The debt issuance costs of $2.1 million as of December 31, 2019 relates to the term loan facility. The debt issuance
costs of $2.3 million as of December 31, 2018 relates to the term loan A facility and delayed draw term loan A facility.
Restated Credit Agreement
On December 23, 2019, the Company entered into an amended and restated credit agreement (the “restated credit
agreement”) arranged by Wells Fargo Bank, National Association (“Wells Fargo”) to amend various terms of the Company’s
credit agreement, dated as of April 27, 2016, as amended, for its senior secured credit facilities with Wells Fargo, as
administrative agent, and the other lenders and agents party thereto (the “senior secured credit facility”). The restated credit
agreement, together with related security, guarantee and other agreements, is referred to as the “restated credit facility.”
The restated credit facility provides for (x) a $350.0 million term loan facility maturing December 23, 2024 and (y) a
$400.0 million revolving credit facility maturing December 23, 2024, including a $50.0 million letter of credit sublimit, a $50.0
million swing line sublimit, a C$50.0 million sublimit available for revolving credit borrowings by Acushnet Canada Inc., a
£45.0 million sublimit available for revolving credit borrowings by Acushnet Europe Ltd. and a $200.0 million sublimit for
borrowings in Canadian dollars, euros, pounds sterling, Japanese yen and other currencies agreed to by the lenders under the
revolving credit facility. The revolving credit facility and term loan facility are collateralized by certain assets, including
inventory, accounts receivable, fixed assets and intangible assets of the Company.
The Company has the right under the restated credit facility to request additional term loans and/or increases to the
revolving credit facility in an aggregate principal amount not to exceed (i) $225.0 million plus (ii) an unlimited amount so long
as the Net Average Secured Leverage Ratio (as defined in the restated credit agreement) does not exceed 2.25:1.00 on a pro
forma basis. The lenders under the restated credit facility will not be under any obligation to provide any such additional term
loans or increases to the revolving credit facility, and the incurrence of any additional term loans or increases to the revolving
credit facility is subject to customary conditions precedent.
Borrowings under the restated credit facility bear interest at a rate per annum equal to, at the applicable Borrower’s
option, either (a) a base rate determined by reference to the highest of (1) the prime rate of Wells Fargo, (2) the federal funds
effective rate plus 0.50% and (3) a Eurodollar Rate, subject to certain adjustments, plus 1.00% or (b) a Eurodollar Rate (or, in
the case of Canadian borrowings, a Canadian Dollar Offered Rate), subject to certain adjustments, in each case, plus an
applicable margin. The restated credit agreement reduced the applicable margin by 0.25%. Under the restated credit agreement,
the applicable margin is 0.00% to 0.75% for base rate borrowings and 1.00% to 1.75% for Eurodollar rate or Canadian Dollar
Offered Rate borrowings, in each case, depending on the Net Average Total Leverage Ratio (as defined in the restated credit
agreement). In addition, the Company is required to pay a commitment fee on any unutilized commitments under the revolving
credit facility. The restated credit agreement reduced the commitment fee rate payable in respect of unused portions of the
revolving credit facility by 0.05% to 0.15% to 0.30% per annum, depending on the Net Average Total Leverage Ratio. The
initial commitment fee rate is 0.20% per annum. The Company is also required to pay customary letter of credit fees.
Interest on borrowings under the restated 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.
F-22
The Company is required to make principal payments on the loans under the term loan facility in quarterly
installments in an aggregate annual amount equal to 5.00%.
The restated 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 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.
The financial covenants were modified under the restated credit facility. The maximum Net Average Total Leverage
Ratio was increased to 3.50:1.00, which is subject to increase to 3.75:1.00 in connection with certain acquisitions, and the
minimum Consolidated Interest Coverage Ratio (as defined in the restated credit agreement) was decreased to 3.00:1.00. In
addition the restated credit facility modified certain covenant baskets.
The initial net proceeds from the restated credit facility were used to repay all of the outstanding debt under the
Company's previously existing senior secured credit facility, as well as, payments of accrued interest and closing fees.
Immediately prior to repayment, the aggregate amounts outstanding were approximately $309.4 million, $48.8 million and
$44.0 million related to the term loan A facility, delayed draw term loan A facility and revolving credit facility, respectively. In
connection with amending its credit agreement, the Company incurred fees and expenses of approximately $2.7 million, of
which approximately $2.3 million was capitalized as debt issuance costs included in other assets and long-term debt on the
consolidated balance sheet. The remaining $0.4 million was included in interest expense, net for the year ended December 31,
2019. In addition, the redemption of the previously existing senior secured credit facility resulted in interest expense, net of
approximately $0.4 million for the year ended December 31, 2019.
The interest rate applicable to the term loan facility as of December 31, 2019 was 3.04%. The weighted average
interest rate applicable to the outstanding borrowings under the revolving credit facility was 3.54% as of December 31, 2019.
As of December 31, 2019, the Company had available borrowings under its revolving credit facility of $338.5 million
after giving effect to $11.2 million of outstanding letters of credit.
Senior Secured Credit Facility
On April 27, 2016, the Company entered into a senior secured credit facilities agreement arranged by Wells Fargo. As
amended, this agreement provided for (i) a $275.0 million multi currency revolving credit facility, including a $25.0 million
letter of credit sublimit, a $25.0 million swing line sublimit, a C$35.0 million sublimit for Acushnet Canada, Inc., a £30.0
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.
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 (“EAR") plan payout.
In connection with amending the senior secured credit facilities during the second quarter of 2018, the Company
incurred approximately $0.4 million in fees and expenses, which were initially recorded as debt issuance costs and recognized
as interest expense over the term of the senior secured credit facilities.
The interest rate applicable to the term loan A facility and delayed draw term loan A facility as of December 31, 2018
was 4.02%.
F-23
(cid:3)
Debt Covenants
The restated credit agreement contains a number of covenants that, among other things, restrict the ability of the
Company, subject to certain exceptions, to incur, assume, or permit to exist additional indebtedness or guarantees; incur liens;
make investments and loans; pay dividends, make payments on, or redeem or repurchase capital stock or make prepayments,
repurchases or redemptions of certain indebtedness; engage in mergers, liquidations, dissolutions, asset sales, and other non-
ordinary course 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 it conducts or change its 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 restated credit agreement also restricts 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 restated 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 restated 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, 2019, the Company was in compliance with all covenants under the restated credit agreement.
Change of Control
A change of control is an event of default under the restated credit agreement which could result in the acceleration of
all outstanding indebtedness and the termination of all commitments under the restated credit agreement and would allow the
lenders under the restated 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) becomes the beneficial owner of 35% or more of the
outstanding common stock of the Company.
Other Short-Term Borrowings
The Company has certain unsecured local credit facilities available through its subsidiaries. The weighted average
interest rate applicable to the outstanding borrowings was 2.29% and 3.25% as of December 31, 2019 and 2018, respectively.
As of December 31, 2019, the Company had available borrowings remaining under these local credit facilities of $60.1 million.
Letters of Credit
As of December 31, 2019, there were outstanding letters of credit related to agreements, including the Company's
restated credit facility, totaling $14.8 million of which $11.6 million was secured. As of December 31, 2018, there were
outstanding letters of credit related to agreements, including the Company's senior secured credit facility, totaling $15.5 million
of which $12.4 million was secured. These agreements provided a maximum commitment for letters of credit of $59.8 million
and $29.2 million as of December 31, 2019 and 2018, respectively.
Payments of Debt Obligations due by Period
As of December 31, 2019, principal payments due on outstanding long-term debt obligations were as follows:
(in thousands)
Year ending December 31,
2020
2021
2022
2023
2024
Total
11. Derivative Financial Instruments
$
$
17,500
17,500
17,500
17,500
280,000
350,000
The Company principally uses derivative financial instruments to reduce the impact of changes in foreign currency
exchange rates and interest rate fluctuations. The principal derivative financial instruments the Company enters into are foreign
exchange forward contracts and interest rate swaps. The Company does not enter into derivative financial instrument contracts
for trading or speculative purposes.
F-24
Foreign Exchange Derivative Instruments
Foreign exchange derivative instruments are foreign exchange forward contracts primarily used to reduce the impact
of currency fluctuations related to inventory purchases not denominated in the functional currency of the non-U.S. subsidiary,
thereby limiting currency risk that would otherwise result from changes in exchange rates. These instruments are designated as
cash flow hedges. 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, 2019 and 2018 was $287.9 million and $312.8 million, respectively.
The Company also enters into foreign exchange forward contracts to mitigate the change in fair value of specific assets
and liabilities which do not qualify as hedging instruments under U.S. GAAP. 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. There were no outstanding foreign exchange forward contracts not designated under hedge accounting
as of December 31, 2019 and 2018.
Interest Rate Derivative Instruments
The Company enters into interest rate swap contracts to reduce the impact of variability in interest rates. Under the
contracts, the Company pays fixed and receives variable rate interest, in effect converting a portion of its variable rate debt to
fixed rate debt. The interest rate swap contracts are accounted for as cash flow hedges. As of December 31, 2019 and 2018, the
notional value of the Company's outstanding interest rate swap contracts was $160.0 million and $185.0 million, respectively.
Impact on Financial Statements
The fair value of hedge instruments recognized on the consolidated balance sheets was as follows:
(in thousands)
Balance Sheet Location
Hedge Instrument Type
December 31,
2019
December 31,
2018
Other current assets
Foreign exchange forward
$
4,549
$
Other noncurrent assets
Accrued expenses and other liabilities
Foreign exchange forward
Foreign exchange forward
Other noncurrent liabilities
Interest rate swap
Foreign exchange forward
Interest rate swap
1,109
2,561
1,862
115
789
6,116
1,015
578
526
161
925
The hedge instrument gain (loss) recognized in accumulated other comprehensive loss, net of tax was as follows:
(in thousands)
Type of hedge
Foreign exchange forward
Interest rate swap
Gain (Loss) Recognized in
Other Comprehensive Loss
Year ended December 31,
2018
2017
2019
$
$
5,490
(2,185)
3,305
$
$
8,148
(1,926)
6,222
$
$
(15,558)
—
(15,558)
Gains and losses on derivative instruments designated as cash flow hedges are reclassified from accumulated other
comprehensive loss, net of tax, at the time the forecasted transaction impacts the statement of operations. Based on the current
valuation, during the next 12 months the Company expects to reclassify a net gain of $3.0 million related to foreign exchange
derivative instruments from accumulated other comprehensive loss, net of tax into cost of goods sold and a net loss of $1.9
million related to interest rate derivative instruments from accumulated other comprehensive loss, net of tax into interest
expense, net. For further information related to amounts recognized in accumulated other comprehensive loss, net of tax, see
Note 17.
F-25
The hedge instrument gain (loss) recognized on the consolidated statements of operations was as follows:
(in thousands)
Location of gain (loss) in statement of operations
Foreign exchange forward:
Cost of goods sold
Selling, general and administrative (1)
Total
Interest Rate Swap:
Interest expense, net
Total
Year ended December 31,
2019
2018
2017
$
$
$
$
8,465
204
8,669
$
$
(1,410) $
1,665
255
$
1,329
(2,732)
(1,403)
(989) $
(989) $
(476) $
(476) $
—
—
_________________________________
(1) Relates to gains (losses) on foreign exchange forward contracts derived from previously designated cash flow hedges.
Credit Risk
The Company enters into derivative contracts with major financial institutions with investment grade credit ratings and
is exposed to credit losses in the event of non-performance by these financial institutions. This credit risk is generally limited to
the unrealized gains in the derivative contracts. However, the Company monitors the credit quality of these financial institutions
and considers the risk of counterparty default to be minimal.
12. Fair Value Measurements
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 were as follows:
(in thousands)
Assets
Rabbi trust
Foreign exchange derivative instruments
Deferred compensation program assets
Foreign exchange derivative instruments
Total assets
Liabilities
Foreign exchange derivative instruments
Interest rate swap derivative instrument
Deferred compensation program liabilities
Foreign exchange derivative instruments
Interest rate swap derivative instrument
Total liabilities
$
$
$
$
Fair Value Measurements as of
December 31, 2019 using:
Level 1
Level 2
Level 3
Balance Sheet Location
Other current assets
Other current assets
Other noncurrent assets
Other noncurrent assets
Accrued expenses and other liabilities
Accrued expenses and other liabilities
Other noncurrent liabilities
Other noncurrent liabilities
Other noncurrent liabilities
—
—
—
—
—
—
—
—
—
—
—
$
— $
4,549
—
1,109
5,658
2,561
1,862
—
115
789
5,327
$
$
$
6,070
—
870
—
6,940
$
— $
—
870
—
—
870
$
F-26
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 were as follows:
(in thousands)
Assets
Rabbi trust
Foreign exchange derivative instruments
Deferred compensation program assets
Foreign exchange derivative instruments
Total assets
Liabilities
Foreign exchange derivative instruments
Interest rate swap derivative instruments
Deferred compensation program liabilities
Foreign exchange derivative instruments
Interest rate swap derivative instruments
Total liabilities
Fair Value Measurements as of
December 31, 2018 using:
Level 1
Level 2
Level 3
Balance Sheet Location
$
$
$
$
8,415
$
— $
—
1,222
—
9,637
$
— $
—
1,222
—
—
1,222
$
6,116
—
1,015
7,131
578
526
—
161
925
2,190
$
$
$
—
—
—
—
—
Other current assets
Other current assets
Other noncurrent assets
Other noncurrent assets
—
Accrued expenses and other liabilities
— Accrued expenses and other liabilities
Other noncurrent liabilities
—
—
—
—
Other noncurrent liabilities
Other noncurrent liabilities
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 could 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 foreign exchange forward contracts primarily used to limit currency risk
that would otherwise result from changes in exchange rates (Note 11). 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.
Interest rate derivative instruments are contracts used to hedge the interest rate fluctuations of the Company's variable
rate debt (Note 11). The valuation for the interest rate swap is calculated as the net of the discounted future cash flows of the
pay and receive legs of the swap. Mid-market interest rates on the valuation date are used to create the forward curve for
floating legs and discount curve.
13. Pension and Other Postretirement Benefits
The Company has various pension and post-employment plans which provide for payment of benefits to certain
eligible employees, mainly commencing between the ages of 50 and 65, and for payment of certain disability benefits. After
meeting certain qualifications, eligible employees acquire 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.
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.
F-27
The following table presents the change in benefit obligation, change in plan assets and funded status for the
Company's defined benefit and postretirement benefit plans for the year ended December 31, 2019:
(in thousands)
Change in projected benefit obligation ("PBO")
Benefit obligation at December 31, 2018
Service cost
Interest cost
Actuarial loss
Curtailments
Settlements
Plan amendments
Participants’ contributions
Benefit payments
Foreign currency translation
Projected benefit obligation at December 31, 2019
Accumulated benefit obligation at December 31, 2019
Change in plan assets
Fair value of plan assets at December 31, 2018
Return on plan assets
Employer contributions
Participants’ contributions
Settlements
Benefit payments
Foreign currency translation
Fair value of plan assets at December 31, 2019
Funded status (fair value of plan assets less PBO)
Pension
Benefits
(Underfunded)
Pension
Benefits
(Overfunded)
Postretirement
Benefits
$
$
$
274,821
8,839
10,208
47,077
(116)
(27,438)
1,464
—
(2,605)
290
312,540
282,986
176,044
33,799
24,540
—
(27,438)
(2,605)
9
204,349
(108,191) $
25,629
—
729
2,628
—
—
—
—
(639)
742
29,089
27,412
40,700
1,772
—
—
—
(639)
1,122
42,955
13,866
$
$
14,412
574
557
2,288
—
—
—
498
(1,504)
—
16,825
16,825
—
—
1,006
498
—
(1,504)
—
—
(16,825)
F-28
The following table presents the change in benefit obligation, change in plan assets and funded status for the
Company's defined benefit and postretirement benefit plans for the year ended December 31, 2018:
(in thousands)
Change in projected benefit obligation
Benefit obligation at December 31, 2017
Service cost
Interest cost
Actuarial gain
Curtailments
Settlements
Plan amendments
Participants’ contributions
Benefit payments
Foreign currency translation
Projected benefit obligation at December 31, 2018
Accumulated benefit obligation at December 31, 2018
Change in plan assets
Fair value of plan assets at December 31, 2017
Return on plan assets
Employer contributions
Participants’ contributions
Settlements
Benefit payments
Foreign currency translation
Fair value of plan assets at December 31, 2018
Funded status (fair value of plan assets less PBO)
Pension
Benefits
(Underfunded)
Pension
Benefits
(Overfunded)
Postretirement
Benefits
$
$
$
316,882
9,067
11,040
(22,436)
(177)
(36,244)
—
—
(2,990)
(321)
274,821
240,270
183,093
(11,863)
44,105
—
(36,244)
(2,990)
(57)
176,044
(98,777) $
35,468
—
857
(5,255)
—
(3,507)
285
—
(580)
(1,639)
25,629
23,821
50,767
(3,846)
441
—
(3,507)
(580)
(2,575)
40,700
15,071
$
$
16,052
657
490
(1,600)
—
—
—
378
(1,565)
—
14,412
14,412
—
—
1,187
378
—
(1,565)
—
—
(14,412)
The amount of pension and postretirement assets and liabilities recognized on the consolidated balance sheets was as
follows:
(in thousands)
Other noncurrent assets
Accrued compensation and benefits
Accrued pension and other postretirement benefits
Net liability recognized
Pension Benefits
December 31,
Postretirement Benefits
December 31,
$
2019
13,866
(5,357)
(102,834)
$
$
(94,325) $
2018
2019
2018
$
15,071
(10,391)
(88,386)
(83,706) $
— $
(807)
(16,018)
(16,825) $
—
(721)
(13,691)
(14,412)
The amounts in accumulated other comprehensive loss, net of tax on the consolidated balance sheets that have not yet
been recognized as components of net periodic benefit cost were as follows:
(in thousands)
Pension Benefits
Postretirement Benefits
Year ended December 31,
Year ended December 31,
2019
2018
2017
2019
2018
2017
Net actuarial gain (loss) at beginning of year
$ (39,125) $ (44,892) $
(33,736) $
12,315
$
12,392
$
Actuarial gain (loss)
Prior service cost
Curtailment impact
Settlement impact
Amortization of actuarial (gain) loss
Amortization of prior service cost (credit)
Foreign currency translation
Net actuarial gain (loss) at end of year
(27,123)
(1,464)
—
4,324
1,530
247
(190)
(882)
(285)
(97)
4,982
1,687
175
187
$ (61,801) $ (39,125) $
F-29
(14,554)
—
—
2,740
804
175
(321)
(44,892) $
(2,288)
—
—
—
(1,436)
(137)
—
8,454
$
1,600
—
—
—
(1,540)
(137)
—
12,315
8,055
5,075
—
—
—
(601)
(137)
—
12,392
$
The expected prior service cost (credit) that will be amortized from accumulated other comprehensive loss, net of tax,
into net periodic benefit cost in the next fiscal year is a cost of $0.3 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 loss,
net of tax, into net periodic benefit cost in the next fiscal year is a loss of $3.8 million for the pension benefit plans and a gain
of $0.9 million for the postretirement benefit plans.
Components of net periodic benefit cost were as follows:
(in thousands)
Components of net periodic benefit cost
Service cost
Interest cost
Expected return on plan assets
Curtailment income
Settlement expense
Amortization of net (gain) loss
Amortization of prior service cost (credit)
Net periodic benefit cost (credit)
Pension Benefits
Postretirement Benefits
Year ended December 31,
Year ended December 31,
2019
2018
2017
2019
2018
2017
$
8,839
$
9,067
$
9,217
$
10,937
11,897
(12,987)
(13,041)
11,832
(12,006)
(118)
4,324
1,530
247
(97)
4,982
1,687
175
—
2,740
804
175
$
574
557
—
—
—
$
657
490
—
—
—
(1,436)
(137)
(1,540)
(137)
$
12,772
$
14,670
$
12,762
$
(442) $
(530) $
955
713
—
—
—
(601)
(137)
930
The non-service cost components of net periodic benefit cost (credit) are included in other expense, net in the
consolidated statement of operations (Note 18).
The weighted average assumptions used to determine benefit obligations at December 31, 2019 and 2018 were as
follows:
Discount rate
Rate of compensation increase
Pension Benefits
Postretirement Benefits
2019
2018
2019
2018
3.24%
3.97%
4.25%
4.00%
3.12%
N/A
4.27%
N/A
The weighted average assumptions used to determine net periodic benefit cost (credit) for the years ended
December 31, 2019, 2018 and 2017 were as follows:
Discount rate
Expected long-term rate of return on plan assets
Rate of compensation increase
Pension Benefits
Postretirement Benefits
2019
2018
2017
2019
2018
2017
4.25%
5.84%
4.00%
3.62%
5.77%
4.01%
4.17%
5.77%
4.02%
4.27%
3.61%
4.08%
N/A
N/A
N/A
N/A
N/A
N/A
The assumed healthcare cost trend rates used to determine benefit obligations and net periodic benefit cost (credit) for
postretirement benefits as of and for the years ended December 31, 2019, 2018 and 2017 were as follows:
Healthcare cost trend rate assumed for next year
Rate that the cost trend rate is assumed to decline
(the ultimate trend rate)
Year that the rate reaches the ultimate trend rate
2019
2018
2017
6.03%/8.44%
6.25%/9.00%
5.50%/8.50%
4.50%
2027
4.50%
2027
4.50%
2024
F-30
Assumed healthcare cost trend rates have a significant effect on the amounts reported for the postretirement benefits. A
one-percentage-point change in assumed healthcare cost trend rates would have the following effects:
(in thousands)
2019
2018
One-Percentage
Point Increase
One-Percentage
Point Decrease
One-Percentage
Point Increase
One-Percentage
Point Decrease
Effect on total of service cost and interest cost
$
Effect on projected benefit obligation
68
$
710
(61) $
(642)
72
$
632
(64)
(572)
Plan Assets
Pension assets by major category of plan assets and the type of fair value measurement as of December 31, 2019 were
as follows:
(in thousands)
Asset category
Individual securities
Fixed income
Commingled funds
Measured at net asset value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
$
$
1,682
$
— $
1,682
$
245,622
247,304
$
—
— $
—
1,682
$
—
—
—
Pension assets by major category of plan assets and the type of fair value measurement as of December 31, 2018 were
as follows:
(in thousands)
Asset category
Individual securities
Fixed income
Commingled funds
Measured at net asset value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
$
$
1,682
$
— $
1,682
$
215,062
216,744
$
—
— $
—
1,682
$
—
—
—
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 2015-7, “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 plan. During the year ended
December 31, 2019, the U.S. defined benefit plan asset allocation of these trusts targeted a return-seeking investment allocation
of 57% to 72% and a liability-hedging investment allocation of 28% to 43%. During the year ended December 31, 2018, the
U.S. defined benefit plan asset allocation of these trusts targeted a return-seeking investment allocation of 50% to 76% and a
liability-hedging investment allocation of 24% to 50%. 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.
F-31
The Company's future expected blended long-term rate of return on plan assets of 5.01% 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 $20.6 million during 2020 based on current
assumptions as of December 31, 2019.
Estimated Future Retirement Benefit Payments
The following retirement benefit payments, which reflect expected future service, are expected to be paid as follows:
(in thousands)
Year ending December 31,
2020
2021
2022
2023
2024
Thereafter
Pension
Benefits
Postretirement
Benefits
$
$
23,308
22,808
23,017
26,913
27,333
144,095
267,474
$
$
807
981
1,108
1,165
1,290
6,989
12,340
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 certain eligible employees of the Company's international subsidiaries is provided, to the extent
deemed appropriate, through separate defined benefit pension plans. The international defined benefit pension plans are
included in the tables above. As of December 31, 2019 and 2018, the international pension plans had total projected benefit
obligations of $48.8 million and $43.9 million, respectively, and fair values of plan assets of $45.1 million and $44.0 million,
respectively. The majority of the plan assets are invested in equity securities. The net periodic benefit cost related to
international plans was $0.9 million, $0.4 million and $0.9 million for the years ended December 31, 2019, 2018 and 2017,
respectively. The expected prior service cost that will be amortized from accumulated other comprehensive loss, net of tax, into
net periodic benefit cost in the next fiscal year is $0.1 million. The expected actuarial loss that will be amortized from
accumulated other comprehensive loss, net of tax, into net periodic benefit cost in the next fiscal year is $0.1 million.
Defined Contribution Plans
The Company sponsors a number of defined contribution plans and company contributions related to these plans are
determined under various formulas. Company contributions to defined contribution plans amounted to $16.3 million, $16.5
million and $13.8 million for the years ended December 31, 2019, 2018 and 2017, respectively.
F-32
14.(cid:3)Income Taxes
The components of income before income taxes were as follows:
(in thousands)
Domestic operations
Foreign operations
Income before income taxes
Income tax expense/ (benefit) was as follows:
(in thousands)
Current expense (benefit)
United States
Foreign
Current income tax expense
Deferred expense (benefit)
United States
Foreign
Deferred income tax expense
Total income tax expense
Year ended December 31,
2019
2018
2017
70,632
94,533
165,165
$
$
54,003
96,301
150,304
$
$
61,158
90,518
151,676
Year ended December 31,
2019
2018
2017
1,121
31,005
32,126
9,539
(1,065)
8,474
40,600
$
$
1,795
29,896
31,691
16,222
(681)
15,541
47,232
$
$
(906)
28,109
27,203
21,189
83
21,272
48,475
$
$
$
$
The following table represents a reconciliation of income taxes computed at the federal statutory income tax rate of
21% for 2019, 21% for 2018, and 35% for 2017 to income tax expense as reported:
(in thousands)
Income tax expense computed at federal statutory income tax rate
Foreign taxes, net of credits
Impact of the 2017 Tax Act
Net adjustments for uncertain tax positions
State and local taxes
Equity appreciation rights
Nondeductible expenses
Valuation allowance
Tax credits
Miscellaneous other, net
Income tax expense as reported
Effective income tax rate
Year ended December 31,
2019
34,685
714
—
799
1,832
—
1,179
2,882
(607)
(884)
40,600
$
$
2018
31,564
13,316
10,801
771
2,349
—
962
(10,038)
(2,800)
307
47,232
$
$
2017
53,086
(16,840)
12,619
508
1,313
(765)
1,407
90
(3,240)
297
48,475
24.6%
31.4%
32.0%
$
$
The 2017 Tax Act was signed into law on December 22, 2017. The 2017 Tax Act significantly revised the U.S.
corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21%, eliminating certain
deductions, imposing a mandatory one-time tax (“Transition Tax”) on accumulated earnings of foreign subsidiaries as of 2017,
introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax. The 2017 Tax Act also enhanced and
extended through 2026 the option to claim accelerated depreciation deductions on qualified property. In accordance with the
2017 Tax Act, the Company recorded a provisional tax expense of approximately $7.8 million in the fourth quarter of 2017, the
period in which the legislation was enacted. This amount was primarily comprised of the remeasurement of federal net
deferred tax assets resulting from the permanent reduction in the U.S. statutory corporate tax rate to 21% from 35% of
approximately $4.0 million, the Transition Tax on the accumulated earnings of foreign subsidiaries of the Company of
approximately $8.6 million, offset by the release of the deferred tax liability previously recorded on unremitted earnings of $4.8
million.
F-33
Additionally, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in
situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations)
in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. December 22, 2018 marked
the end of the measurement period for purposes of SAB 118. As such, the Company has completed its analysis, based upon
currently available legislative updates, proposed regulations, and other administrative guidance issued related to the 2017 Tax
Act, which resulted in an additional tax expense in the fourth quarter of 2018 of $10.3 million and a total tax expense of $13.9
million for the year ended December 31, 2018.
The Company has determined that its undistributed earnings for most of its foreign subsidiaries are not permanently
reinvested. The Company has provided for withholding taxes on all unremitted earnings, as required.
The components of net deferred tax assets (liabilities) were as follows:
(in thousands)
Deferred tax assets
Compensation and benefits
Share-based compensation
Pension and other postretirement benefits
Inventories
R&D capitalization
Lease liability
Partnership investment
Transaction costs
Nondeductible accruals and reserves
Miscellaneous
Net operating loss and other tax carryforwards
Gross deferred tax assets
Valuation allowance
Total deferred tax assets
Deferred tax liabilities
Property, plant and equipment
Identifiable intangible assets
Right-of-use assets
Foreign exchange derivative instruments
Miscellaneous
Total deferred tax liabilities
Net deferred tax asset
December 31,
2019
2018
13,208
2,682
24,260
15,379
12,925
9,669
223
1,365
6,907
2,802
74,586
164,006
(18,424)
145,582
(6,687)
(62,349)
(9,407)
(154)
(1,281)
(79,878)
65,704
$
$
14,036
7,446
22,285
11,505
6,449
—
110
1,580
7,248
2,379
80,671
153,709
(15,542)
138,167
(8,057)
(54,681)
—
(1,176)
(860)
(64,774)
73,393
$
$
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 U.S. tax attributes will be utilized prior to their expiration, with the
exception of certain tax attributes for which the Company has established a valuation allowance.
As of December 31, 2019 and 2018, the Company had state net operating loss (“NOL”) carryforwards of $141.3
million and $158.9 million, respectively. These NOL carryforwards expire between 2020 and 2037. As of December 31, 2019
and 2018, the Company had foreign tax credit carryforwards of $55.0 million and $59.4 million, respectively. These foreign tax
credits will begin to expire in 2022. As of December 31, 2019 and 2018, the Company had U.S. general business credit
carryforwards of $16.9 million and $14.3 million, respectively. These credits will begin to expire in 2031. As of December 31,
2019 and 2018, the Company had state research tax credits of $8.2 million and $10.3 million, respectively. These credits will
begin to expire in 2030.
F-34
Changes in the valuation allowance for deferred tax assets were as follows:
(in thousands)
Valuation allowance at beginning of year
Increases (decreases) recorded to income tax provision
Valuation allowance at end of year
Year ended December 31,
2019
2018
2017
$
$
15,542
2,882
18,424
$
$
25,579
(10,037)
15,542
$
$
21,726
3,853
25,579
The Company evaluates the realizability of its deferred tax assets based upon the weight of available positive and
negative evidence. 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 Company’s conclusion was primarily driven by cumulative income in the U.S. tax jurisdiction and
projections of future income driven by the sustained profitability.
The change in the valuation allowance of $2.9 million is principally due to excess U.S. foreign tax credits arising from
our Japan branch operations and generated state tax attributes that we expect to expire unutilized, partially offset by the release
of the Company’s previously recoded valuation allowance in Hong Kong. In 2018, the change in the valuation allowance was
comprised of an $18.4 million release of its previously recorded valuation allowance against state deferred tax assets, partially
offset by an increase of $0.4 million related to state tax attributes, and an increase of $8.0 million related to excess U.S. foreign
tax credits arising from its Japan branch operations.
During 2018, the Company early adopted ASU 2018-02, “Income Statement—Reporting Comprehensive Income
(Topic 220)” ("ASU 2018-02") under the aggregate portfolio approach. ASU 2018-02 allows for reclassification of stranded
tax effects on items resulting from the 2018 Tax Act from AOCI to retained earnings. Certain tax effects become stranded in
AOCI when deferred tax balances originally recorded at the historical income tax rate are adjusted in income from continuing
operations based on a lower newly enacted income tax rate. As a result of the adoption, we reclassified the stranded income tax
effects resulting from the 2017 Tax Act, decreasing accumulated other comprehensive loss by $4.1 million with a
corresponding increase to retained earnings. The reclassification was primarily comprised of amounts relating to available-for-
sale securities, pension, postretirement benefit plan obligations and currency translation matters.
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)
Unrecognized tax benefits at beginning of year
Gross additions - current year tax positions
Gross additions - acquired tax positions
Gross reductions - prior year tax positions
Gross reductions - Acquired tax positions settled with tax authorities
Impact of change in foreign exchange rates
Unrecognized tax benefits at end of year
2019
2018
2017
$
$
11,646
787
659
(248)
(461)
(16)
12,367
$
$
11,049
801
—
(91)
(113)
—
11,646
$
$
11,347
1,159
—
(348)
(1,241)
132
11,049
As of December 31, 2019, 2018 and 2017, the unrecognized tax benefits of $12.4 million, $11.6 million and $11.0
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, 2019, 2018 and 2017, the Company had unrecognized tax benefits included in the amounts above
of $5.0 million, $5.0 million and $4.9 million, respectively, related to periods prior to the Company's acquisition of Acushnet
Company and as such, are indemnified by Beam.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for
income taxes on the consolidated statements of income. As of December 31, 2019, 2018 and 2017, the Company recognized a
liability of $3.9 million, $3.3 million and $2.7 million, respectively for interest and penalties, of which $3.4 million, $3.0
million and $2.7 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
F-35
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 2014,
Japan for years after 2014, Korea for years after 2016, and the United Kingdom for years after 2016. 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, 2019.
The Company's income tax expense includes tax expense of $0.5 million, $0.3 million and $0.2 million for the years
ended December 31, 2019, 2018 and 2017, respectively, related to the tax obligations indemnified by Beam. There is an
offsetting amount included in other expense, net for the related adjustment to the Beam indemnification asset, resulting in no
effect on net income.
15.(cid:3)Common Stock
As of December 31, 2019 and 2018, 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.
Dividends
The Company declared dividends per common share, including DERs (Note 16), during the periods presented as
follows:
2019:
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
Total dividends declared in 2019
2018:
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
Total dividends declared in 2018
2017:
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
Total dividends declared in 2017
Dividends
per Common Share
Amounts
(in thousands)
$
$
$
$
$
$
0.14
0.14
0.14
0.14
0.56
0.13
0.13
0.13
0.13
0.52
0.12
0.12
0.12
0.12
0.48
$
$
$
$
$
$
10,718
10,726
10,751
10,782
42,977
9,968
9,954
9,917
9,917
39,756
9,098
9,146
9,149
9,152
36,545
During the first quarter of 2020, the Board of Directors declared a dividend of $0.155 per share to shareholders on
record as of March 13, 2020 and payable on March 27, 2020.
F-36
Share Repurchase Program
As of December 31, 2019, the Board of Directors had authorized the Company to repurchase up to an aggregate of
$50.0 million of its issued and outstanding common stock from time to time. On February 11, 2020, the Board of Directors
authorized the Company to repurchase up to an additional $50.0 million of its issued and outstanding common stock bringing
the total authorization up to $100.0 million.
Share repurchases may be effected in open market or privately negotiated transactions, including transactions with
affiliates, with the timing of purchases and the amount of stock purchased generally determined at the discretion of the
Company within the constraints of the Company’s credit agreement and general working capital needs. In connection with this
share repurchase program, the Company entered into an agreement with Magnus to purchase from Magnus an equal amount of
its common stock as it purchases on the open market at the same weighted average per share price. Under this agreement, the
shares can be purchased from Magnus when the Company has purchased an aggregate $24.9 million of shares in the open
market, or at an earlier determination date as agreed to by the parties.
The Company's share repurchase activity was as follows:
(in thousands, except share and per share amounts)
Shares repurchased in the open market:
Shares repurchased
Average price
Aggregate value
Shares repurchased from Magnus:
Shares repurchased
Average price (1)
Aggregate value
Total shares repurchased:
Shares repurchased
Average price
Aggregate value
$
$
$
$
$
$
Year ended
December 31, 2019
591,983
26.31
15,577
535,983
25.70
13,775
1,127,966
26.02
29,352
_______________________________________________________________________________
(1)
Average price including Magnus share repurchase liability was $26.31 as of December 31, 2019.
As of December 31, 2018, there were no share repurchases made under this program.
In relation to the Magnus share repurchase agreement, the Company and Magnus agreed upon a determination date of
December 6, 2019 for shares to be repurchased from Magnus. The shares purchased during the year ended December 31, 2019
include 535,983 shares purchased from Magnus at an average price of $25.70 per share for an aggregate of $13.8 million.
Subsequent to the determination date, the Company repurchased additional shares on the open market. As a result, the
Company recorded a $1.8 million liability for an additional 56,000 shares of common stock to be repurchased from Magnus,
which was included in accrued expenses and other liabilities and treasury stock on the consolidated balance sheet as of
December 31, 2019. Excluding the impact of the share repurchase liability, as of December 31, 2019, the Company had $20.6
million remaining under the original $50.0 million share repurchase authorization, including $11.1 million related to the
Magnus share repurchase agreement.
16. Equity Incentive Plans
On January 22, 2016, the Company’s Board of Directors adopted the Acushnet Holdings Corp. 2015 Omnibus
Incentive Plan (“2015 Plan”) pursuant to which the Company may grant stock options, stock appreciation rights, restricted
shares of common stock, restricted stock units ("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. As of December 31, 2019, the only awards that have
been granted under the 2015 Plan are RSUs and PSUs.
F-37
Restricted Stock and Performance Stock Units
RSUs granted to members of the Board of Directors vest immediately into shares of common stock. RSUs granted to
Company officers, employees, consultants and advisors of the Company vest ratably and in accordance with the terms of the
grant, generally over one to three years subject to the recipient’s continued service to the Company. PSUs vest, subject to the
recipient's continued employment with the Company, based upon the Company's performance against specified metrics which
are generally over a three year performance period as defined in the award agreement. At the end of the performance period, the
number of shares of stock that could be issued is fixed based upon the degree of achievement of the performance goals. The
number of shares that could be issued can range from 0% to 200% of the participant's target award. Recipients of the awards
granted under the 2015 Plan may elect to defer receipt of all or any portion of any shares of common stock issuable upon
vesting to a future date elected by the recipient.
All RSUs and PSUs granted under the 2015 Plan have DERs, which entitle holders of RSUs and PSUs to the same
dividend value per share as holders of common stock and can be paid in either cash or 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 of common stock are delivered.
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. As of December 31, 2019, there were 6,664,012 remaining shares of common stock reserved for issuance
under the 2015 Plan of which 5,060,479 remain available for future grants.
A summary of the Company’s RSUs and PSUs as of December 31, 2019 and 2018 and changes during the years then
ended is presented below:
Outstanding as of December 31, 2017
Granted
Vested (1)
Forfeited
Outstanding as of December 31, 2018
Granted
Vested (2)
Forfeited
Outstanding as of December 31, 2019
_______________________________________________________________________________
Number
of
RSUs
Weighted-
Average
Fair
Value RSUs
Number
of
PSUs
Weighted-
Average
Fair
Value PSUs
874,942
473,724
(466,834)
—
881,832
655,522
(567,836)
(22,275)
947,243
$
$
$
20.15
23.49
20.52
—
21.75
23.51
20.81
23.92
23.49
$
1,185,912
—
(900,226)
(285,686)
— $
207,077
—
—
207,077
$
20.29
—
20.29
20.29
—
23.47
—
—
23.47
(1) Included 63,490 shares of common stock related to RSUs and 900,226 shares of common stock related to PSUs that were not delivered as
of December 31, 2018. The aggregate fair value of RSUs vested and PSUs vested was $10.0 million and $19.0 million, respectively.
(2) Included 161,165 shares of common stock related to RSUs and no shares of common stock related to PSUs that were not delivered as of
December 31, 2019. The aggregate fair value of RSUs vested was $12.9 million.
A summary of shares of common stock issued related to the 2015 Plan, including the impact of any DERs issued in
common stock, is presented below:
Shares of common stock issued
Shares of common stock withheld by the Company as payment by
employees in lieu of cash to satisfy tax withholding obligations
Net shares of common stock issued
Cumulative undelivered shares of common stock
Year ended
December 31, 2019
Year ended
December 31, 2018
RSUs
PSUs
RSUs
PSUs
410,787
900,226
403,538
(126,242)
284,545
220,582
(325,246)
574,980
—
(122,795)
280,743
63,490
—
—
—
900,226
F-38
Compensation expense recorded related to RSUs and PSUs in the consolidated statement of operations was as follows:
(in thousands)
RSU
PSU
Year ended December 31,
2019
2018
2017
$
$
9,140
1,507
$
12,353
6,210
9,318
5,967
The remaining unrecognized compensation related to non-vested RSUs and non-vested PSUs granted was $13.4
million and $3.4 million, respectively, as of December 31, 2019 and is expected to be recognized over the related weighted
average period of 1.7 years and 2.0 years, respectively.
Compensation Expense
The allocation of share-based compensation expense in the consolidated statement of operations was as follows:
(in thousands)
Cost of goods sold
Selling, general and administrative expense
Research and development
Total compensation expense before income tax
Income tax benefit
Total compensation expense, net of tax
17. Accumulated Other Comprehensive Loss, Net of Tax
Year ended December 31,
2019
2018
2017
$
$
722
9,402
851
10,975
2,440
8,535
$
$
680
16,507
1,376
18,563
4,398
14,165
$
$
408
13,687
1,190
15,285
3,158
12,127
Accumulated other comprehensive loss, net of tax consists of foreign currency translation adjustments, unrealized
gains and losses from derivative instruments designated as cash flow hedges (Note 11) and pension and other postretirement
adjustments (Note 13). Prior to the adoption of ASU 2016-01 on January 1, 2018, accumulated other comprehensive loss, net of
tax included unrealized gains from available-for-sale securities (Note 2).
The components of and changes in accumulated other comprehensive loss, net of tax, were as follows:
(in thousands)
Foreign
Currency
Translation
Adjustments
Gains (Losses) on
Foreign
Exchange
Derivative
Instruments
Gains (Losses) on
Interest Rate
Swap
Derivative
Instruments
Gains
on
Available-
for-Sale
Securities
Pension and
Other
Postretirement
Adjustments
Accumulated
Other
Comprehensive
Loss
Balances as of December 31, 2017
$
(57,711) $
(2,280) $
— $
1,721
$
(23,421) $
(81,691)
Adoption of new accounting standards
(Notes 2 & 14)
Other comprehensive income (loss)
before reclassifications
Amounts reclassified from accumulated
other comprehensive loss, net of tax
Tax benefit (expense)
(2,171)
(11,971)
—
—
—
8,148
1,410
(2,020)
—
(1,721)
(2,240)
(1,926)
476
352
—
—
—
620
5,070
(1,375)
(6,132)
(5,129)
6,956
(3,043)
Balances as of December 31, 2018
$
(71,853) $
5,258
$
(1,098) $
— $
(21,346) $
(89,039)
Other comprehensive income (loss)
before reclassifications
Amounts reclassified from accumulated
other comprehensive loss, net of tax
Tax benefit
666
—
—
5,490
(8,465)
618
(2,185)
989
291
—
—
—
(31,065)
(27,094)
4,528
6,144
(2,948)
7,053
Balances as of December 31, 2019
$
(71,187) $
2,901
$
(2,003) $
— $
(41,739) $
(112,028)
F-39
18.(cid:3)Interest Expense, Net and Other Expense, Net
The components of interest expense, net were as follows:
(in thousands)
Third party interest expense
Loss on interest rate swap
Third party interest income
Total interest expense, net
The components of other expense, net were as follows:
(in thousands)
Indemnification (gains) losses
Non-service cost component of net periodic benefit cost
Other income
Total other expense, net
19. Net Income per Common Share
Year ended December 31,
2019
2018
2017
19,472
989
(848)
19,613
$
$
19,171
476
(1,245)
18,402
$
$
16,907
—
(1,198)
15,709
Year ended December 31,
2019
2018
2017
(498) $
2,917
(1,544)
875
$
(258) $
4,416
(529)
3,629
$
177
3,520
(1,254)
2,443
$
$
$
$
The following is a computation of basic and diluted net income per common share attributable to Acushnet Holdings
Corp.:
(in thousands, except share and per share amounts)
Year ended December 31,
2019
2018
2017
Net income attributable to Acushnet Holdings Corp.
$
121,070
$
99,872
$
98,695
Weighted average number of common shares:
Basic
Diluted
Net income per common share attributable to Acushnet Holdings Corp.:
Basic
Diluted
75,418,204
74,766,176
74,399,836
75,759,605
75,472,342
74,590,999
$
$
1.61
1.60
$
$
1.34
1.32
$
$
1.33
1.32
Net income per common share attributable to Acushnet Holdings Corp. was calculated under the treasury stock
method.
The Company’s potential dilutive securities for the years ended December 31, 2019, 2018, and 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. As of December 31, 2018, an amount within the performance target range
was achieved relating to the PSUs and as a result, the PSUs were included in diluted shares outstanding for the year ended
December 31, 2018.
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:
RSUs
Year ended December 31,
2018
2019
1,013
13,885
2017
360,659
F-40
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 (loss). Segment operating income (loss)
includes directly attributable expenses and certain shared costs of corporate administration that are allocated to the reportable
segments, but excludes interest expense, net; the non-service cost component of net periodic benefit cost; transaction fees 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, 2019, 2018 and 2017 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)
Net sales
Titleist golf balls
Titleist golf clubs
Titleist golf gear
FootJoy golf wear
Other
Total net sales
Segment operating income
Titleist golf balls
Titleist golf clubs
Titleist golf gear
FootJoy golf wear
Other
Total segment operating income
Reconciling items:
Interest expense, net
Non-service cost component of net periodic benefit cost
Transaction fees
Other
Total income before income tax
Year ended December 31,
2018
2017
2019
$
$
$
$
551,596
434,357
149,984
441,871
103,549
1,681,357
93,305
38,811
17,300
24,429
15,043
188,888
(19,613)
(2,917)
(2,654)
1,461
165,165
$
$
$
$
523,967
445,341
146,067
439,681
78,665
1,633,721
78,973
45,156
15,430
17,974
15,560
173,093
(18,402)
(4,416)
(599)
628
150,304
$
$
$
$
512,041
397,987
142,911
437,455
69,864
1,560,258
78,419
32,084
16,803
27,038
14,904
169,248
(15,709)
(3,520)
(686)
2,343
151,676
Depreciation and amortization expense by reportable segment are as follows:
(in thousands)
Depreciation and amortization
Titleist golf balls
Titleist golf clubs
Titleist golf gear
FootJoy golf wear
Other
Total depreciation and amortization
Year ended December 31,
2018
2017
2019
$
$
22,694
7,451
1,603
6,451
4,803
43,002
$
$
24,155
7,408
1,531
6,731
671
40,496
$
$
25,545
7,233
1,425
6,058
610
40,871
F-41
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.
(in thousands)
Net sales
United States
EMEA (1)
Japan
Korea
Rest of world
Total net sales
___________________________________
(1) Europe, the Middle East and Africa (“EMEA”)
Year ended December 31,
2018
2017
2019
$
$
884,791
230,465
182,681
223,365
160,055
1,681,357
$
$
826,111
219,803
199,107
221,146
167,554
1,633,721
$
$
789,879
205,200
201,264
200,394
163,521
1,560,258
Long-lived assets (property, plant and equipment, net) categorized based on their location of domicile are as follows:
(in thousands)
Long-lived assets
United States
EMEA
Japan
Korea
Rest of world (2)
Total long-lived assets
Year ended December 31,
2018
2019
$
$
148,883
11,906
663
7,441
62,682
231,575
$
$
146,596
9,472
764
5,682
65,874
228,388
___________________________________
(2) Includes manufacturing facilities in Thailand with long lived assets of $49.4 million and $52.2 million as of December 31, 2019 and 2018,
respectively.
21. Business Combinations
On July 3, 2019, the Company, through a majority owned subsidiary, completed the acquisition of KJUS, a premium
global ski and golf sportswear company, for a purchase price of $28.7 million, net of cash acquired. As part of the acquisition,
the Company recorded a redeemable noncontrolling interest of $5.0 million. Additionally, the Company issued a loan of $4.4
million to the minority shareholders which was recorded as a reduction to redeemable noncontrolling interest as of
December 31, 2019. The results of KJUS have been reported outside of the Company's reportable segments since the date of
acquisition.
On October 1, 2018, the Company completed the acquisition of an 80% interest in certain assets and liabilities of PG
Professional Golf, a leading supplier of pre-owned Titleist and other golf balls, for a purchase price of $14.4 million. The
results of PG Professional Golf have been included in the Company's Titleist golf ball reporting segment since the date of
acquisition.
In January 2018, the Company acquired all of the assets of Links & Kings, LLC for an immaterial amount. Links &
Kings, LLC is a company dedicated to the design and handcrafted production of luxury leather golf and lifestyle products. The
results of Links & Kings, LLC have been included in the Company's FootJoy golf wear reporting segment since the date of
acquisition.
F-42
22.(cid:3)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, 2019.
Purchase obligations by the Company as of December 31, 2019 were as follows:
(in thousands)
Purchase obligations
Contingencies
Payments Due by Period
2020
$ 128,242
2021
$ 11,173
2022
2023
2024
$
2,269
$
646
$
450
Thereafter
1,603
$
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,
2019 and 2018, the Company’s estimate of its receivable for these indemnifications was $9.5 million and $8.9 million,
respectively, which was recorded in other noncurrent assets on the consolidated balance sheets.
Litigation
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.
23. Unaudited Quarterly Financial Data
The table below summarizes quarterly results for fiscal 2019:
(in thousands)
2019
Net sales
Gross profit
Income from operations
Net income
Net income attributable to Acushnet Holdings Corp.
Net income per common share attributable to Acushnet Holdings Corp.:
Basic
Diluted
Quarter ended (unaudited)
December 31,
September 30,
June 30,
March 31,
$
368,271
$
417,166
$ 462,218
$
433,702
186,691
217,344
246,043
222,157
28,565
19,618
17,859
43,726
30,006
29,797
61,135
38,902
38,488
52,227
36,039
34,926
$
$
0.24
0.24
$
$
0.40
0.39
$
$
0.51
0.51
$
$
0.46
0.46
F-43
The table below summarizes quarterly results for fiscal 2018:
(in thousands)
2018
Net sales
Gross profit
Income from operations
Net income
Net income attributable to Acushnet Holdings Corp.
Net income per common share attributable to Acushnet Holdings Corp.:
Basic
Diluted
Quarter ended (unaudited)
December 31,
September 30,
June 30,
March 31,
$
343,355
$
370,427
$ 478,138
$
441,801
174,929
19,599
12,264
11,418
188,938
25,873
7,349
7,063
250,810
227,674
64,579
40,369
39,907
62,284
43,090
41,484
$
$
0.15
0.15
$
$
0.09
0.09
$
$
0.53
0.53
$
$
0.56
0.55
Net income per common share is computed individually for each of the quarters presented; therefore, the sum of the
quarterly net income per common share may not necessarily equal the total for the year.
F-44
BOARD OF DIRECTORS
SENIOR CORPORATE OFFICERS
Yoon Soo (Gene) Yoon, Chairman
Chairman, Fila Holdings Corp.
David Maher
President and Chief Executive Officer
Jennifer Estabrook
President, Fila North America
Gregory Hewett
Principal, GH Consulting LLC
David Maher
President and Chief Executive Officer, Acushnet
Holdings Corp.
Mary Lou Bohn
President, Titleist Golf Balls
Steven Pelisek
President, Titleist Golf Clubs
John Duke, Jr.
President, Titleist Golf Gear
Sean Sullivan
Executive Vice President and Chief Financial
Officer, AMC Networks, Inc.
Christopher Lindner
President, FootJoy
Steven Tishman
Managing Director, Houlihan Lokey
Thomas Pacheco
Executive Vice President, Chief Financial Officer
and Chief Accounting Officer
Walter Uihlein
Former President and Chief Executive Officer,
Acushnet Holdings Corp.
Brendan Gibbons
Executive Vice President, Chief Legal Officer and
Corporate Secretary
Keun Chang (Kevin) Yoon
President and Chief Executive Officer,
Fila Holdings Corp.
Brendan Reidy
Senior Vice President, Chief Human Resources
Officer
CORPORATE INFORMATION
Corporate Headquarters
333 Bridge Street
Fairhaven, MA 02719
Tel: 508-979-2000
www.acushnetholdingscorp.com
Transfer Agent
Computershare Trust Company, N.A.
P.O. Box 505000
Louisville, KY 40233
Stock Exchange Information
NYSE Ticker Symbol: GOLF
Investor Information
Individual shareholders, security analysts,
portfolio managers and other institutional
investors seeking information about the Company
should contact Acushnet Holdings Corp. Investor
Relations by email at IR@acushnetgolf.com.
Annual Meeting
The Annual Meeting of Shareholders will be held
on June 8, 2020.