|
Delaware
|
|
45-2644353
|
(State or other jurisdiction of
|
|
|
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
|
Name of each exchange on which registered
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Common Stock, par value $0.001 per share
|
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Non-accelerated filer
|
☐
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Smaller reporting company
|
☐
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Accelerated filer
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☐
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|
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Emerging growth company
|
☐
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Page
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Part I
|
|
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Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Part II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
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||
Part III
|
|
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Item 10.
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||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
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||
Part IV
|
|
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Item 15.
|
||
Item 16.
|
•
|
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 launched in early 2018, provides golfers with the opportunity to create and purchase their own golf balls with special play numbers, logos or personalization.
|
•
|
Titleist Clubs, Wedges and Putters
.
We intend to continue to launch innovative, high performance golf clubs by further leveraging Titleist clubs’ R&D platform. We believe concept and specialty products and premium quality digital content will further drive customer awareness and market share gains across all premium club categories. To enhance trial and fitting, we plan to continue our consumer connection initiatives, grow our fitting network in opportunistic markets and further promote the utilization of our distinctive fitting operations. We are also executing several initiatives to further elevate Vokey Design wedges and Scotty Cameron putters as 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 2019, 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.
|
•
|
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 are making significant investments in design and engineering resources and are leveraging dedicated player research methodologies and insights to drive innovation in this product category. We also plan to expand our custom and special edition product offerings and, in 2018, we launched direct to consumer sales of golf gear via our My Titleist 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
.
We launched eCommerce websites for FootJoy in the U.S. in 2016 and in Canada and certain European markets in 2017. We also launched an eCommerce website for FootJoy's luxury brand, FJ1857.com, in the U.S. in 2018. 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.
|
|
Titleist Golf Balls
|
|
Titleist Golf Clubs,
Wedges and Putters
|
|
Titleist Golf Gear
|
|
|
|
|
|
|
●
|
Pro V1
|
●
|
Drivers
|
●
|
Golf bags
|
●
|
Pro V1x
|
●
|
Fairways
|
●
|
Headwear
|
●
|
AVX
|
●
|
Hybrids
|
●
|
Golf gloves
|
●
|
Tour Soft
|
●
|
Irons
|
●
|
Travel gear
|
●
|
Velocity
|
●
|
Vokey Design wedges
|
●
|
Head covers
|
●
|
DT TruSoft
|
●
|
Scotty Cameron putters
|
●
|
Other golf gear
|
●
|
Pinnacle
|
|
|
|
|
|
|||||
|
FootJoy Shoes
|
|
FootJoy Gloves
|
|
FootJoy Outerwear and Apparel
|
|
|
|
|
|
|
●
|
Traditional
|
●
|
Leather construction
|
●
|
Performance outerwear
|
●
|
Spikeless
|
●
|
Synthetic
|
●
|
Performance golf apparel
|
●
|
Athletic
|
●
|
Leather/synthetic combination
|
●
|
Golfleisure women’s apparel
|
●
|
Casual
|
●
|
Specialty
|
|
|
Utility Patents: 2014-2018
|
||
|
|
|
Golf Ball (971 Patents)
|
|
Golf Club (1,394 Patents)
|
•
|
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.
|
•
|
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;
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
incur, assume, or permit to exist additional indebtedness or guarantees;
|
•
|
incur liens;
|
•
|
make investments and loans;
|
•
|
pay dividends, make payments, or redeem or repurchase capital stock;
|
•
|
engage in mergers, liquidations, dissolutions, asset sales, and other dispositions (including sale leaseback transactions);
|
•
|
amend or otherwise alter terms of certain indebtedness or certain other agreements;
|
•
|
enter into agreements limiting subsidiary distributions or containing negative pledge clauses;
|
•
|
engage in certain transactions with affiliates;
|
•
|
alter the nature of the business that we conduct;
|
•
|
change our fiscal year or accounting practices; or
|
•
|
enter into a transaction or series of transactions that constitutes a change of control.
|
•
|
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 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; and
|
•
|
the requirement for an annual performance evaluation of the compensation and nominating and corporate governance committees.
|
•
|
a compensation committee be composed of fully independent directors, as determined pursuant to new independence requirements;
|
•
|
a compensation committee be explicitly charged with hiring and overseeing compensation consultants, legal counsel, and other committee advisors; and
|
•
|
a 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.
|
•
|
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 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 66⅔% 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 66⅔% 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.
|
Name
|
|
Age
|
|
Position
|
|
David Maher
|
|
51
|
|
|
President and Chief Executive Officer
|
Mary Lou Bohn
|
|
58
|
|
|
President, Titleist Golf Balls
|
Steven Pelisek
|
|
58
|
|
|
President, Titleist Golf Clubs
|
John (Jay) Duke, Jr.
|
|
50
|
|
|
President, Titleist Golf Gear
|
Christopher Lindner
|
|
50
|
|
|
President, FootJoy
|
Thomas Pacheco
|
|
50
|
|
|
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
|
Brendan Gibbons
|
|
43
|
|
|
Executive Vice President, Chief Legal Officer and Corporate Secretary
|
Brendan Reidy
|
|
41
|
|
|
Senior Vice President, Chief Human Resources Officer
|
|
Year ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in thousands, except share and per share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,633,721
|
|
|
$
|
1,560,258
|
|
|
$
|
1,572,275
|
|
|
$
|
1,502,958
|
|
|
$
|
1,537,610
|
|
Income from operations
|
172,335
|
|
|
169,828
|
|
|
142,501
|
|
|
117,431
|
|
|
105,562
|
|
|||||
Net income
|
103,072
|
|
|
103,201
|
|
|
49,515
|
|
|
4,156
|
|
|
25,366
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
(3,200
|
)
|
|
(4,506
|
)
|
|
(4,503
|
)
|
|
(5,122
|
)
|
|
(3,809
|
)
|
|||||
Net income (loss) attributable to Acushnet Holdings Corp.
|
99,872
|
|
|
98,695
|
|
|
45,012
|
|
|
(966
|
)
|
|
21,557
|
|
|||||
Dividends earned by preferred shareholders
|
—
|
|
|
—
|
|
|
(11,576
|
)
|
|
(13,785
|
)
|
|
(13,785
|
)
|
|||||
Allocation of undistributed earnings to preferred shareholders
|
—
|
|
|
—
|
|
|
(10,247
|
)
|
|
—
|
|
|
(3,866
|
)
|
|||||
Net income (loss) attributable to common shareholders-basic
|
99,872
|
|
|
98,695
|
|
|
23,189
|
|
|
(14,751
|
)
|
|
3,906
|
|
|||||
Net income (loss) attributable to common shareholders-diluted
(1)
|
99,872
|
|
|
98,695
|
|
|
39,664
|
|
|
(14,751
|
)
|
|
3,906
|
|
|||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per common share attributable to Acushnet Holdings Corp.-basic
(2)
|
$
|
1.34
|
|
|
$
|
1.33
|
|
|
$
|
0.74
|
|
|
$
|
(0.74
|
)
|
|
$
|
0.23
|
|
Net income (loss) per common share attributable to Acushnet Holdings Corp.-diluted
(3)
|
1.32
|
|
|
1.32
|
|
|
0.62
|
|
|
(0.74
|
)
|
|
0.23
|
|
|||||
Weighted average number of common shares-basic
(2)
|
74,766,176
|
|
|
74,399,836
|
|
|
31,247,643
|
|
|
19,939,293
|
|
|
16,716,825
|
|
|||||
Weighted average number of common shares-diluted
(3)
|
75,472,342
|
|
|
74,590,999
|
|
|
64,323,742
|
|
|
19,939,293
|
|
|
16,716,825
|
|
|||||
Cash dividends declared per common share:
|
0.52
|
|
|
0.48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrestricted Cash
(4)
|
$
|
29,006
|
|
|
$
|
45,411
|
|
|
$
|
76,058
|
|
|
$
|
54,409
|
|
|
$
|
47,667
|
|
Current assets less current liabilities, excluding the current portion of our long term debt and EAR plan liability
|
404,759
|
|
|
407,012
|
|
|
372,684
|
|
|
345,114
|
|
|
339,301
|
|
|||||
Total assets
|
1,691,621
|
|
|
1,733,905
|
|
|
1,736,171
|
|
|
1,758,973
|
|
|
1,762,703
|
|
|||||
Common stock warrant liability
|
—
|
|
|
—
|
|
|
—
|
|
|
22,884
|
|
|
1,818
|
|
|||||
Long-term debt, net of discount, including current portion, and long-term capital lease obligations
(5)
|
382,578
|
|
|
443,689
|
|
|
367,098
|
|
|
797,151
|
|
|
873,542
|
|
|||||
EAR plan liability, including current portion
(6)
|
—
|
|
|
—
|
|
|
151,511
|
|
|
169,566
|
|
|
122,013
|
|
|||||
Total liabilities
|
764,637
|
|
|
879,932
|
|
|
967,348
|
|
|
1,434,431
|
|
|
1,442,747
|
|
|||||
Convertible Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
131,036
|
|
|
131,036
|
|
|||||
Total equity attributable to Acushnet Holdings Corp.
|
894,872
|
|
|
821,309
|
|
|
735,865
|
|
|
160,251
|
|
|
156,587
|
|
|||||
Total shareholders' equity
|
926,984
|
|
|
853,973
|
|
|
768,823
|
|
|
193,506
|
|
|
188,920
|
|
(1)
|
Reflects the impact to net income (loss) attributable to common shareholders of dilutive securities. Diluted net income (loss) attributable to common shareholders for each of the years ended December 31, 2015 and 2014 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 offering, (iii) the exercise by Fila Korea 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 each of the years ended December 31, 2015 and 2014.
|
(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, 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 each of the years ended December 31, 2015 and 2014 does not include the effects of (i) the conversion of the Convertible Preferred Stock to common shares,
|
(4)
|
Includes cash of
$7.6 million
,
$12.1 million
, $13.0 million, $10.0 million, and $7.7 million as of December 31, 2018, 2017, 2016, 2015, and 2014, 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 of discount, including current portion, and long-term capital lease obligations consists of (i) long‑term debt and long-term capital 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 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.
|
•
|
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.
|
•
|
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.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(dollars in thousands)
|
||||||||||
Net sales
|
$
|
1,633,721
|
|
|
$
|
1,560,258
|
|
|
$
|
1,572,275
|
|
Cost of goods sold
|
791,370
|
|
|
758,401
|
|
|
773,275
|
|
|||
Gross profit
|
842,351
|
|
|
801,857
|
|
|
799,000
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
611,883
|
|
|
578,289
|
|
|
600,092
|
|
|||
Research and development
|
51,489
|
|
|
47,241
|
|
|
48,126
|
|
|||
Intangible amortization
|
6,644
|
|
|
6,499
|
|
|
6,608
|
|
|||
Restructuring charges
|
—
|
|
|
—
|
|
|
1,673
|
|
|||
Income from operations
|
172,335
|
|
|
169,828
|
|
|
142,501
|
|
|||
Interest expense, net
|
18,402
|
|
|
15,709
|
|
|
49,908
|
|
|||
Other expense, net
|
3,629
|
|
|
2,443
|
|
|
3,371
|
|
|||
Income before income taxes
|
150,304
|
|
|
151,676
|
|
|
89,222
|
|
|||
Income tax expense
|
47,232
|
|
|
48,475
|
|
|
39,707
|
|
|||
Net income
|
103,072
|
|
|
103,201
|
|
|
49,515
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(3,200
|
)
|
|
(4,506
|
)
|
|
(4,503
|
)
|
|||
Net income attributable to Acushnet Holdings Corp.
|
$
|
99,872
|
|
|
$
|
98,695
|
|
|
$
|
45,012
|
|
Adjusted EBITDA:
|
|
|
|
|
|
||||||
Net income attributable to Acushnet Holdings Corp.
|
$
|
99,872
|
|
|
$
|
98,695
|
|
|
$
|
45,012
|
|
Income tax expense
|
47,232
|
|
|
48,475
|
|
|
39,707
|
|
|||
Interest expense, net
|
18,402
|
|
|
15,709
|
|
|
49,908
|
|
|||
Depreciation and amortization
|
40,496
|
|
|
40,871
|
|
|
40,834
|
|
|||
EAR Plan(a)
|
—
|
|
|
—
|
|
|
6,047
|
|
|||
Share-based compensation
|
18,563
|
|
|
15,285
|
|
|
14,494
|
|
|||
One-time executive bonus(b)
|
—
|
|
|
—
|
|
|
7,500
|
|
|||
Restructuring charges(c)
|
—
|
|
|
—
|
|
|
1,673
|
|
|||
Transaction fees
|
599
|
|
|
686
|
|
|
16,817
|
|
|||
Beam indemnification (income) expense (d)
|
(258
|
)
|
|
177
|
|
|
(2,174
|
)
|
|||
Executive pension settlement(e)
|
2,543
|
|
|
—
|
|
|
—
|
|
|||
Losses on the fair value of our common stock warrants(f)
|
—
|
|
|
—
|
|
|
6,112
|
|
|||
Other non-cash (gains) losses, net
|
177
|
|
|
(1,036
|
)
|
|
(592
|
)
|
|||
Non-recurring income(g)
|
—
|
|
|
—
|
|
|
(1,467
|
)
|
|||
Net income attributable to noncontrolling interests
|
3,200
|
|
|
4,506
|
|
|
4,503
|
|
|||
Adjusted EBITDA
|
$
|
230,826
|
|
|
$
|
223,368
|
|
|
$
|
228,374
|
|
Adjusted EBITDA margin
|
14.1
|
%
|
|
14.3
|
%
|
|
14.5
|
%
|
(a)
|
Reflects expenses related to the EARs granted under our EAR Plan and the remeasurement of the liability at each reporting period based on the then-current projection of our common stock equivalent value (as defined in the EAR Plan). The EAR Plan expired on December 31, 2016.
|
(b)
|
In the first quarter of 2016, our former Chief Executive Officer ("CEO") was awarded a cash bonus in the amount of $7.5 million as consideration for past performance.
|
(c)
|
Reflects restructuring charges incurred in connection with the reorganization of certain of our operations.
|
(d)
|
Reflects the non‑cash charges related to the indemnification obligations owed to us by Beam that are included when calculating net income (loss) attributable to Acushnet Holdings Corp.
|
(e)
|
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.
|
(f)
|
Fila Korea exercised all of our outstanding common stock warrants in July 2016 and we used the proceeds from such exercise to redeem all of our outstanding 7.5% bonds due 2021.
|
(g)
|
Reflects legal judgment in favor of us associated with the Beam value‑added tax dispute recorded in other (income) expense.
|
|
Year ended
|
|
|
|
|
|||||||||
|
December 31,
|
|
Increase/(Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
$ change
|
|
% change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Titleist golf balls
|
$
|
78,973
|
|
|
$
|
78,419
|
|
|
$
|
554
|
|
|
0.7
|
%
|
Titleist golf clubs
|
45,156
|
|
|
32,084
|
|
|
13,072
|
|
|
40.7
|
%
|
|||
Titleist golf gear
|
15,430
|
|
|
16,803
|
|
|
(1,373
|
)
|
|
(8.2
|
)%
|
|||
FootJoy golf wear
|
17,974
|
|
|
27,038
|
|
|
(9,064
|
)
|
|
(33.5
|
)%
|
|
Year ended
|
|
|
|
|
|
Constant Currency
|
||||||||||||||
|
December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||
|
2018
|
|
2017
|
|
$ change
|
|
% change
|
|
$ change
|
|
% change
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||
United States
|
$
|
826,111
|
|
|
$
|
789,879
|
|
|
$
|
36,232
|
|
|
4.6
|
%
|
|
$
|
36,232
|
|
|
4.6
|
%
|
EMEA
|
219,803
|
|
|
205,200
|
|
|
14,603
|
|
|
7.1
|
%
|
|
2,573
|
|
|
1.3
|
%
|
||||
Japan
|
199,107
|
|
|
201,264
|
|
|
(2,157
|
)
|
|
(1.1
|
)%
|
|
(5,690
|
)
|
|
(2.8
|
)%
|
||||
Korea
|
221,146
|
|
|
200,394
|
|
|
20,752
|
|
|
10.4
|
%
|
|
13,696
|
|
|
6.8
|
%
|
||||
Rest of world
|
167,554
|
|
|
163,521
|
|
|
4,033
|
|
|
2.5
|
%
|
|
2,014
|
|
|
1.2
|
%
|
||||
Total net sales
|
$
|
1,633,721
|
|
|
$
|
1,560,258
|
|
|
$
|
73,463
|
|
|
4.7
|
%
|
|
$
|
48,825
|
|
|
3.1
|
%
|
|
Year ended
|
|
|
|
|
|
Constant Currency
|
||||||||||||||
|
December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||
|
2017
|
|
2016
|
|
$ change
|
|
% change
|
|
$ change
|
|
% change
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||
Titleist golf balls
|
$
|
512,041
|
|
|
$
|
513,899
|
|
|
$
|
(1,858
|
)
|
|
(0.4
|
)%
|
|
$
|
(310
|
)
|
|
(0.1
|
)%
|
Titleist golf clubs
|
397,987
|
|
|
430,966
|
|
|
(32,979
|
)
|
|
(7.7
|
)%
|
|
(29,805
|
)
|
|
(6.9
|
)%
|
||||
Titleist golf gear
|
142,911
|
|
|
136,208
|
|
|
6,703
|
|
|
4.9
|
%
|
|
7,120
|
|
|
5.2
|
%
|
||||
FootJoy golf wear
|
437,455
|
|
|
433,061
|
|
|
4,394
|
|
|
1.0
|
%
|
|
8,643
|
|
|
2.0
|
%
|
|
Year ended
|
|
|
|
|
|||||||||
|
December 31,
|
|
Increase/(Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
$ change
|
|
% change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Titleist golf balls
|
$
|
78,419
|
|
|
$
|
76,954
|
|
|
$
|
1,465
|
|
|
1.9
|
%
|
Titleist golf clubs
|
32,084
|
|
|
51,003
|
|
|
(18,919
|
)
|
|
(37.1
|
)%
|
|||
Titleist golf gear
|
16,803
|
|
|
12,212
|
|
|
4,591
|
|
|
37.6
|
%
|
|||
FootJoy golf wear
|
27,038
|
|
|
19,305
|
|
|
7,733
|
|
|
40.1
|
%
|
|
Year ended
|
|
|
|
|
|
Constant Currency
|
||||||||||||||
|
December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||
|
2017
|
|
2016
|
|
$ change
|
|
% change
|
|
$ change
|
|
% change
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||
United States
|
$
|
789,879
|
|
|
$
|
804,516
|
|
|
$
|
(14,637
|
)
|
|
(1.8
|
)%
|
|
$
|
(14,637
|
)
|
|
(1.8
|
)%
|
EMEA
|
205,200
|
|
|
210,088
|
|
|
(4,888
|
)
|
|
(2.3
|
)%
|
|
2,003
|
|
|
1.0
|
%
|
||||
Japan
|
201,264
|
|
|
219,021
|
|
|
(17,757
|
)
|
|
(8.1
|
)%
|
|
(10,007
|
)
|
|
(4.6
|
)%
|
||||
Korea
|
200,394
|
|
|
175,956
|
|
|
24,438
|
|
|
13.9
|
%
|
|
19,919
|
|
|
11.3
|
%
|
||||
Rest of world
|
163,521
|
|
|
162,694
|
|
|
827
|
|
|
0.5
|
%
|
|
(410
|
)
|
|
(0.3
|
)%
|
||||
Total net sales
|
$
|
1,560,258
|
|
|
$
|
1,572,275
|
|
|
$
|
(12,017
|
)
|
|
(0.8
|
)%
|
|
$
|
(3,132
|
)
|
|
(0.2
|
)%
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Cash flows provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
163,733
|
|
|
$
|
(27,037
|
)
|
|
$
|
104,269
|
|
Investing activities
|
(49,703
|
)
|
|
(18,845
|
)
|
|
(19,175
|
)
|
|||
Financing activities
|
(128,883
|
)
|
|
9,255
|
|
|
(62,663
|
)
|
|||
Effect of foreign exchange rate changes on cash
|
(1,855
|
)
|
|
5,209
|
|
|
(2,425
|
)
|
|||
Net increase (decrease) in cash
|
$
|
(16,708
|
)
|
|
$
|
(31,418
|
)
|
|
$
|
20,006
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
|
|
Less than
|
|
1-3
|
|
4-5
|
|
After
|
||||||||||
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
5 Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Long-term debt obligations(1)
|
$
|
384,844
|
|
|
$
|
35,625
|
|
|
$
|
349,219
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest payments related to debt obligations(2)
|
37,323
|
|
|
15,635
|
|
|
21,688
|
|
|
—
|
|
|
—
|
|
|||||
Pension and other postretirement benefit obligations
|
249,081
|
|
|
29,619
|
|
|
40,456
|
|
|
46,344
|
|
|
132,662
|
|
|||||
Purchase obligations(3)
|
184,425
|
|
|
151,463
|
|
|
24,917
|
|
|
3,241
|
|
|
4,804
|
|
|||||
Operating lease obligations(4)
|
54,486
|
|
|
13,119
|
|
|
19,037
|
|
|
8,478
|
|
|
13,852
|
|
|||||
Total
|
$
|
910,159
|
|
|
$
|
245,461
|
|
|
$
|
455,317
|
|
|
$
|
58,063
|
|
|
$
|
151,318
|
|
(1)
|
Long‑term debt obligations consisted of the outstanding principal of the term loan A facility and delayed draw term loan A facility.
|
(2)
|
Interest payments related to debt obligations assumes that all debt outstanding as of
December 31, 2018
remains outstanding until maturity and is calculated based on interest rates in effect as of
December 31, 2018
. Unused commitment fees related to our revolving credit facility have also been included in this calculation.
|
(3)
|
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, 2018
.
|
(4)
|
We lease certain warehouses, distribution and office facilities, vehicles and office equipment under operating leases. Most lease arrangements provide us with the option to renew leases at defined terms. The future operating lease obligations would change if we were to exercise these options or if we were to enter into additional operating leases.
|
•
|
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.
|
(1)
|
Financial Statements. See Index to Consolidated Financial Statements on page F-1 hereof.
|
(2)
|
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
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
101.INS
|
|
XBRL Instance Document (filed herewith).
|
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).
|
|
ACUSHNET HOLDINGS CORP.
|
||
|
|
||
|
By:
|
/s/ David Maher
|
|
|
|
Name:
|
David Maher
|
Date: February 28, 2019
|
|
Title:
|
President and Chief Executive Officer
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ David Maher
|
|
President and Chief Executive Officer (Principal Executive Officer)
|
|
February 28, 2019
|
David Maher
|
|
|
||
|
|
|
|
|
/s/ Thomas Pacheco
|
|
Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
February 28, 2019
|
Thomas Pacheco
|
|
|
||
|
|
|
|
|
*
|
|
Chairman
|
|
February 28, 2019
|
Yoon Soo Yoon
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 28, 2019
|
Jennifer Estabrook
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 28, 2019
|
Gregory Hewett
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 28, 2019
|
Sean Sullivan
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 28, 2019
|
Steven Tishman
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 28, 2019
|
Walter Uihlein
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 28, 2019
|
Norman Wesley
|
|
|
|
*By:
|
/s/ Brendan Gibbons
|
|
|
Name:
|
Brendan Gibbons
|
|
Title:
|
Attorney In Fact
|
|
Page(s)
|
Audited Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except share and per share amounts)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and restricted cash ($8,436 and $13,086 attributable to the variable interest entity ("VIE"))
|
$
|
31,014
|
|
|
$
|
47,722
|
|
Accounts receivable, net
|
186,114
|
|
|
190,851
|
|
||
Inventories ($9,658 and $13,692 attributable to the VIE)
|
361,207
|
|
|
363,962
|
|
||
Other assets
|
85,666
|
|
|
84,541
|
|
||
Total current assets
|
664,001
|
|
|
687,076
|
|
||
Property, plant and equipment, net ($11,615 and $10,240 attributable to the VIE)
|
228,388
|
|
|
228,922
|
|
||
Goodwill ($32,312 and $32,312 attributable to the VIE)
|
209,671
|
|
|
203,403
|
|
||
Intangible assets, net
|
478,257
|
|
|
481,234
|
|
||
Deferred income taxes
|
78,028
|
|
|
99,437
|
|
||
Other assets ($2,593 and $2,738 attributable to the VIE)
|
33,276
|
|
|
33,833
|
|
||
Total assets
|
$
|
1,691,621
|
|
|
$
|
1,733,905
|
|
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Short-term debt
|
$
|
920
|
|
|
$
|
20,364
|
|
Current portion of long-term debt
|
35,625
|
|
|
26,719
|
|
||
Accounts payable ($6,882 and $10,587 attributable to the VIE)
|
86,045
|
|
|
92,759
|
|
||
Accrued taxes
|
38,268
|
|
|
34,310
|
|
||
Accrued compensation and benefits ($1,634 and $780 attributable to the VIE)
|
77,181
|
|
|
80,189
|
|
||
Accrued expenses and other liabilities ($3,462 and $2,719 attributable to the VIE)
|
56,828
|
|
|
52,442
|
|
||
Total current liabilities
|
294,867
|
|
|
306,783
|
|
||
Long-term debt and capital lease obligations
|
346,953
|
|
|
416,970
|
|
||
Deferred income taxes
|
4,635
|
|
|
9,318
|
|
||
Accrued pension and other postretirement benefits ($794 and $1,908 attributable to the VIE)
|
102,077
|
|
|
130,160
|
|
||
Other noncurrent liabilities ($4,831 and $4,689 attributable to the VIE)
|
16,105
|
|
|
16,701
|
|
||
Total liabilities
|
764,637
|
|
|
879,932
|
|
||
Commitments and contingencies (Note 23)
|
|
|
|
||||
Shareholders' equity
|
|
|
|
||||
Common stock, $0.001 par value, 500,000,000 shares authorized; 74,760,062 and 74,479,319 shares issued and outstanding
|
75
|
|
|
74
|
|
||
Additional paid-in capital
|
910,890
|
|
|
894,727
|
|
||
Accumulated other comprehensive loss, net of tax
|
(89,039
|
)
|
|
(81,691
|
)
|
||
Retained earnings
|
72,946
|
|
|
8,199
|
|
||
Total equity attributable to Acushnet Holdings Corp.
|
894,872
|
|
|
821,309
|
|
||
Noncontrolling interests
|
32,112
|
|
|
32,664
|
|
||
Total shareholders' equity
|
926,984
|
|
|
853,973
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,691,621
|
|
|
$
|
1,733,905
|
|
|
Year ended December 31,
|
||||||||||
(in thousands, except share and per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
1,633,721
|
|
|
$
|
1,560,258
|
|
|
$
|
1,572,275
|
|
Cost of goods sold
|
791,370
|
|
|
758,401
|
|
|
773,275
|
|
|||
Gross profit
|
842,351
|
|
|
801,857
|
|
|
799,000
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
611,883
|
|
|
578,289
|
|
|
600,092
|
|
|||
Research and development
|
51,489
|
|
|
47,241
|
|
|
48,126
|
|
|||
Intangible amortization
|
6,644
|
|
|
6,499
|
|
|
6,608
|
|
|||
Restructuring charges
|
—
|
|
|
—
|
|
|
1,673
|
|
|||
Income from operations
|
172,335
|
|
|
169,828
|
|
|
142,501
|
|
|||
Interest expense, net (Note 19)
|
18,402
|
|
|
15,709
|
|
|
49,908
|
|
|||
Other expense, net
|
3,629
|
|
|
2,443
|
|
|
3,371
|
|
|||
Income before income taxes
|
150,304
|
|
|
151,676
|
|
|
89,222
|
|
|||
Income tax expense
|
47,232
|
|
|
48,475
|
|
|
39,707
|
|
|||
Net income
|
103,072
|
|
|
103,201
|
|
|
49,515
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(3,200
|
)
|
|
(4,506
|
)
|
|
(4,503
|
)
|
|||
Net income attributable to Acushnet Holdings Corp.
|
99,872
|
|
|
98,695
|
|
|
45,012
|
|
|||
Dividends earned by preferred shareholders
|
—
|
|
|
—
|
|
|
(11,576
|
)
|
|||
Allocation of undistributed earnings to preferred shareholders
|
—
|
|
|
—
|
|
|
(10,247
|
)
|
|||
Net income attributable to common shareholders - basic
|
99,872
|
|
|
98,695
|
|
|
23,189
|
|
|||
Adjustments to net income for dilutive securities
|
—
|
|
|
—
|
|
|
16,475
|
|
|||
Net income attributable to common shareholders - diluted
|
$
|
99,872
|
|
|
$
|
98,695
|
|
|
$
|
39,664
|
|
Net income per common share attributable to Acushnet Holdings Corp.:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.34
|
|
|
$
|
1.33
|
|
|
$
|
0.74
|
|
Diluted
|
1.32
|
|
|
1.32
|
|
|
0.62
|
|
|||
Cash dividends declared per common share:
|
0.52
|
|
|
0.48
|
|
|
—
|
|
|||
Weighted average number of common shares:
|
|
|
|
|
|
||||||
Basic
|
74,766,176
|
|
|
74,399,836
|
|
|
31,247,643
|
|
|||
Diluted
|
75,472,342
|
|
|
74,590,999
|
|
|
64,323,742
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
103,072
|
|
|
$
|
103,201
|
|
|
$
|
49,515
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(11,971
|
)
|
|
26,964
|
|
|
(14,656
|
)
|
|||
Cash flow derivative instruments
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) arising during period
|
6,222
|
|
|
(15,558
|
)
|
|
7,014
|
|
|||
Reclassification adjustments included in net income
|
1,886
|
|
|
(1,329
|
)
|
|
(5,194
|
)
|
|||
Tax benefit (expense)
|
(1,668
|
)
|
|
4,072
|
|
|
(451
|
)
|
|||
Cash flow derivative instruments, net
|
6,440
|
|
|
(12,815
|
)
|
|
1,369
|
|
|||
Available-for-sale securities
|
|
|
|
|
|
||||||
Unrealized holding gains arising during period
|
—
|
|
|
150
|
|
|
51
|
|
|||
Tax benefit (expense)
|
—
|
|
|
35
|
|
|
(19
|
)
|
|||
Available-for-sale securities, net
|
—
|
|
|
185
|
|
|
32
|
|
|||
Pension and other postretirement benefits
|
|
|
|
|
|
||||||
Pension and other postretirement benefits adjustments
|
5,690
|
|
|
(6,889
|
)
|
|
(16,072
|
)
|
|||
Tax benefit (expense)
|
(1,375
|
)
|
|
1,698
|
|
|
5,727
|
|
|||
Pension and other postretirement benefits adjustments, net
|
4,315
|
|
|
(5,191
|
)
|
|
(10,345
|
)
|
|||
Total other comprehensive income (loss)
|
(1,216
|
)
|
|
9,143
|
|
|
(23,600
|
)
|
|||
Comprehensive income
|
101,856
|
|
|
112,344
|
|
|
25,915
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(3,114
|
)
|
|
(4,524
|
)
|
|
(4,563
|
)
|
|||
Comprehensive income attributable to Acushnet Holdings Corp.
|
$
|
98,742
|
|
|
$
|
107,820
|
|
|
$
|
21,352
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
103,072
|
|
|
$
|
103,201
|
|
|
$
|
49,515
|
|
Adjustments to reconcile net income to cash provided by (used in) operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
40,496
|
|
|
40,871
|
|
|
40,834
|
|
|||
Unrealized foreign exchange (gain) loss
|
3,960
|
|
|
(4,028
|
)
|
|
(2,347
|
)
|
|||
Amortization of debt issuance costs
|
1,409
|
|
|
1,321
|
|
|
3,378
|
|
|||
Amortization of discount on bonds payable
|
—
|
|
|
—
|
|
|
3,963
|
|
|||
Change in fair value of common stock warrants
|
—
|
|
|
—
|
|
|
6,112
|
|
|||
Share-based compensation
|
18,563
|
|
|
15,285
|
|
|
14,494
|
|
|||
Loss on disposals of property, plant and equipment
|
128
|
|
|
912
|
|
|
170
|
|
|||
Deferred income taxes
|
15,541
|
|
|
21,272
|
|
|
7,849
|
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
||||||
Accounts receivable
|
571
|
|
|
(2,592
|
)
|
|
12,630
|
|
|||
Inventories
|
805
|
|
|
(28,372
|
)
|
|
(2,377
|
)
|
|||
Accounts payable
|
(5,789
|
)
|
|
974
|
|
|
1,968
|
|
|||
Accrued taxes
|
4,311
|
|
|
(10,283
|
)
|
|
14,666
|
|
|||
Other assets and liabilities
|
(19,334
|
)
|
|
(165,598
|
)
|
|
(34,016
|
)
|
|||
Interest due to related parties
|
—
|
|
|
—
|
|
|
(12,570
|
)
|
|||
Cash flows provided by (used in) operating activities
|
163,733
|
|
|
(27,037
|
)
|
|
104,269
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(32,801
|
)
|
|
(18,845
|
)
|
|
(19,175
|
)
|
|||
Business acquisitions, net of cash acquired
|
(16,902
|
)
|
|
—
|
|
|
—
|
|
|||
Cash flows used in investing activities
|
(49,703
|
)
|
|
(18,845
|
)
|
|
(19,175
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds (repayment) of short-term borrowings, net
|
(17,742
|
)
|
|
(25,548
|
)
|
|
747
|
|
|||
Proceeds from delayed draw term loan A facility
|
—
|
|
|
100,000
|
|
|
—
|
|
|||
Repayment of delayed draw term loan A facility
|
(40,625
|
)
|
|
(5,000
|
)
|
|
—
|
|
|||
Repayment of term loan A facility
|
(21,094
|
)
|
|
(18,750
|
)
|
|
(4,688
|
)
|
|||
Proceeds from term loan A facility
|
—
|
|
|
—
|
|
|
375,000
|
|
|||
Repayment of senior term loan facility
|
—
|
|
|
—
|
|
|
(30,000
|
)
|
|||
Repayment of secured floating rate notes
|
—
|
|
|
—
|
|
|
(375,000
|
)
|
|||
Proceeds from exercise of common stock warrants
|
—
|
|
|
—
|
|
|
34,503
|
|
|||
Repayment of bonds
|
—
|
|
|
—
|
|
|
(34,503
|
)
|
|||
Debt issuance costs
|
(381
|
)
|
|
—
|
|
|
(6,606
|
)
|
|||
Dividends paid on common stock
|
(39,057
|
)
|
|
(35,744
|
)
|
|
—
|
|
|||
Dividends paid on Series A redeemable convertible preferred stock
|
—
|
|
|
—
|
|
|
(17,316
|
)
|
|||
Dividends paid to noncontrolling interests
|
(7,350
|
)
|
|
(4,800
|
)
|
|
(4,800
|
)
|
|||
Payment of employee restricted stock tax withholdings
|
(2,634
|
)
|
|
(903
|
)
|
|
—
|
|
|||
Cash flows provided by (used in) financing activities
|
(128,883
|
)
|
|
9,255
|
|
|
(62,663
|
)
|
|||
Effect of foreign exchange rate changes on cash
|
(1,855
|
)
|
|
5,209
|
|
|
(2,425
|
)
|
|||
Net increase (decrease) in cash
|
(16,708
|
)
|
|
(31,418
|
)
|
|
20,006
|
|
|||
Cash and restricted cash, beginning of year
|
47,722
|
|
|
79,140
|
|
|
59,134
|
|
|||
Cash and restricted cash, end of year
|
$
|
31,014
|
|
|
$
|
47,722
|
|
|
$
|
79,140
|
|
Supplemental information
|
|
|
|
|
|
||||||
Cash paid for interest to related parties
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,753
|
|
Cash paid for interest to third parties
|
18,344
|
|
|
15,488
|
|
|
27,165
|
|
|||
Cash paid for income taxes
|
27,389
|
|
|
35,949
|
|
|
16,589
|
|
|||
Non-cash additions to property, plant and equipment
|
2,568
|
|
|
2,876
|
|
|
1,170
|
|
|||
Dividend equivalents rights ("DERs") declared not paid
|
882
|
|
|
801
|
|
|
—
|
|
|||
Non-cash conversion of Series A redeemable convertible preferred stock
|
—
|
|
|
—
|
|
|
131,036
|
|
|||
Non-cash conversion of convertible notes
|
—
|
|
|
—
|
|
|
362,489
|
|
|||
Non-cash conversion of common stock warrants
|
—
|
|
|
—
|
|
|
28,996
|
|
|
Redeemable
Convertible
Preferred Stock
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings (Deficit)
|
|
Total
Shareholders'
Equity
Attributable
to Acushnet
Holdings Corp.
|
|
Noncontrolling
Interests
|
|
Total
Shareholders'
Equity
|
||||||||||||||||||||||
(in thousands)
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balances at December 31, 2015
|
1,838
|
|
|
$
|
131,036
|
|
|
|
21,821
|
|
|
$
|
22
|
|
|
$
|
309,110
|
|
|
$
|
(67,234
|
)
|
|
$
|
(81,647
|
)
|
|
$
|
160,251
|
|
|
$
|
33,255
|
|
|
$
|
193,506
|
|
Net income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,012
|
|
|
45,012
|
|
|
4,503
|
|
|
49,515
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,600
|
)
|
|
—
|
|
|
(23,600
|
)
|
|
—
|
|
|
(23,600
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
14,494
|
|
|
—
|
|
|
—
|
|
|
14,494
|
|
|
—
|
|
|
14,494
|
|
||||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
|
3,105
|
|
|
3
|
|
|
63,496
|
|
|
—
|
|
|
—
|
|
|
63,499
|
|
|
—
|
|
|
63,499
|
|
||||||||
Conversion of redeemable convertible preferred stock
|
(1,838
|
)
|
|
(131,036
|
)
|
|
|
16,542
|
|
|
16
|
|
|
131,020
|
|
|
—
|
|
|
—
|
|
|
131,036
|
|
|
—
|
|
|
131,036
|
|
||||||||
Conversion of convertible notes
|
—
|
|
|
—
|
|
|
|
32,626
|
|
|
33
|
|
|
362,456
|
|
|
—
|
|
|
—
|
|
|
362,489
|
|
|
—
|
|
|
362,489
|
|
||||||||
Dividends paid on Series A redeemable convertible preferred stock
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,316
|
)
|
|
(17,316
|
)
|
|
—
|
|
|
(17,316
|
)
|
||||||||
Dividends declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,800
|
)
|
|
(4,800
|
)
|
||||||||
Balances at December 31, 2016
|
—
|
|
|
—
|
|
|
|
74,094
|
|
|
74
|
|
|
880,576
|
|
|
(90,834
|
)
|
|
(53,951
|
)
|
|
735,865
|
|
|
32,958
|
|
|
768,823
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,695
|
|
|
98,695
|
|
|
4,506
|
|
|
103,201
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,143
|
|
|
—
|
|
|
9,143
|
|
|
—
|
|
|
9,143
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
15,054
|
|
|
—
|
|
|
—
|
|
|
15,054
|
|
|
—
|
|
|
15,054
|
|
||||||||
Vesting of restricted common stock,
including impact of DERs, net of shares withheld for employee taxes (Note 17) |
—
|
|
|
—
|
|
|
|
385
|
|
|
—
|
|
|
(903
|
)
|
|
—
|
|
|
—
|
|
|
(903
|
)
|
|
—
|
|
|
(903
|
)
|
||||||||
Dividends and dividend equivalents declared
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,545
|
)
|
|
(36,545
|
)
|
|
—
|
|
|
(36,545
|
)
|
||||||||
Dividends declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,800
|
)
|
|
(4,800
|
)
|
||||||||
Balances at December 31, 2017
|
—
|
|
|
—
|
|
|
|
74,479
|
|
|
74
|
|
|
894,727
|
|
|
(81,691
|
)
|
|
8,199
|
|
|
821,309
|
|
|
32,664
|
|
|
853,973
|
|
||||||||
Adoption of new accounting standards (Notes 2, 3 & 14)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,132
|
)
|
|
4,631
|
|
|
(1,501
|
)
|
|
—
|
|
|
(1,501
|
)
|
||||||||
Acquisitions (Note 22)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,598
|
|
|
3,598
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99,872
|
|
|
99,872
|
|
|
3,200
|
|
|
103,072
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,216
|
)
|
|
—
|
|
|
(1,216
|
)
|
|
—
|
|
|
(1,216
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
18,794
|
|
|
—
|
|
|
—
|
|
|
18,794
|
|
|
—
|
|
|
18,794
|
|
||||||||
Vesting of restricted common stock,
including impact of DERs, net of shares withheld for employee taxes (Note 17) |
—
|
|
|
—
|
|
|
|
281
|
|
|
1
|
|
|
(2,631
|
)
|
|
—
|
|
|
—
|
|
|
(2,630
|
)
|
|
—
|
|
|
(2,630
|
)
|
||||||||
Dividends and dividend equivalents declared
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,756
|
)
|
|
(39,756
|
)
|
|
—
|
|
|
(39,756
|
)
|
||||||||
Dividends declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,350
|
)
|
|
(7,350
|
)
|
||||||||
Balances at December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
|
74,760
|
|
|
$
|
75
|
|
|
$
|
910,890
|
|
|
$
|
(89,039
|
)
|
|
$
|
72,946
|
|
|
$
|
894,872
|
|
|
$
|
32,112
|
|
|
$
|
926,984
|
|
Buildings and improvements
|
15
|
-
|
40 years
|
Machinery and equipment
|
3
|
-
|
10 years
|
Furniture, fixtures and computer hardware
|
3
|
-
|
10 years
|
Computer software
|
1
|
-
|
10 years
|
•
|
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.
|
Standard
|
|
|
|
Effective Date
|
ASU 2017‑09
|
|
Compensation—Stock Compensation: Scope of Modification Accounting
|
|
January 1, 2018
|
ASU 2017‑01
|
|
Business Combinations: Clarifying the Definition of a Business
|
|
January 1, 2018
|
ASU 2016‑16
|
|
Income Taxes: Intra-Entity Transfers of Assets other than Inventory
|
|
January 1, 2018
|
ASU 2016‑15
|
|
Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments
|
|
January 1, 2018
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
$
|
9,975
|
|
|
$
|
12,255
|
|
|
$
|
12,363
|
|
Bad debt expense
|
(583
|
)
|
|
337
|
|
|
6,507
|
|
|||
Amount of receivables written off
|
(1,873
|
)
|
|
(3,300
|
)
|
|
(6,315
|
)
|
|||
Foreign currency translation
|
(247
|
)
|
|
683
|
|
|
(300
|
)
|
|||
Balance at end of year
|
$
|
7,272
|
|
|
$
|
9,975
|
|
|
$
|
12,255
|
|
(in thousands)
|
December 31,
2018 |
|
December 31,
2017 |
||||
Raw materials and supplies
|
$
|
71,068
|
|
|
$
|
72,342
|
|
Work-in-process
|
21,763
|
|
|
23,956
|
|
||
Finished goods
|
268,376
|
|
|
267,664
|
|
||
Inventories
|
$
|
361,207
|
|
|
$
|
363,962
|
|
(in thousands)
|
December 31,
2018 |
|
December 31,
2017 |
||||
Land
|
$
|
14,515
|
|
|
$
|
14,618
|
|
Buildings and improvements
|
142,113
|
|
|
138,570
|
|
||
Machinery and equipment
|
160,707
|
|
|
148,999
|
|
||
Furniture, computers and equipment
|
36,405
|
|
|
32,783
|
|
||
Computer software
|
62,517
|
|
|
60,736
|
|
||
Construction in progress
|
19,999
|
|
|
13,586
|
|
||
Property, plant and equipment, gross
|
436,256
|
|
|
409,292
|
|
||
Accumulated depreciation and amortization
|
(207,868
|
)
|
|
(180,370
|
)
|
||
Property, plant and equipment, net
|
$
|
228,388
|
|
|
$
|
228,922
|
|
(in thousands)
|
Titleist
Golf Balls
|
|
Titleist
Golf Clubs
|
|
Titleist
Golf Gear |
|
FootJoy
Golf Wear
|
|
Other
|
|
Total
|
||||||||||||
Balances at December 31, 2016
|
$
|
115,693
|
|
|
$
|
56,187
|
|
|
$
|
13,624
|
|
|
$
|
2,500
|
|
|
$
|
8,699
|
|
|
$
|
196,703
|
|
Foreign currency translation
|
3,941
|
|
|
1,914
|
|
|
464
|
|
|
85
|
|
|
296
|
|
|
6,700
|
|
||||||
Balances at December 31, 2017
|
119,634
|
|
|
58,101
|
|
|
14,088
|
|
|
2,585
|
|
|
8,995
|
|
|
203,403
|
|
||||||
Acquisitions (Note 22)
|
8,492
|
|
|
—
|
|
|
—
|
|
|
1,071
|
|
|
—
|
|
|
9,563
|
|
||||||
Foreign currency translation
|
(1,931
|
)
|
|
(949
|
)
|
|
(222
|
)
|
|
(43
|
)
|
|
(150
|
)
|
|
(3,295
|
)
|
||||||
Balances at December 31, 2018
|
$
|
126,195
|
|
|
$
|
57,152
|
|
|
$
|
13,866
|
|
|
$
|
3,613
|
|
|
$
|
8,845
|
|
|
$
|
209,671
|
|
|
Weighted
Average
Useful
Life (Years)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(in thousands)
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|||||||||||||
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
N/A
|
|
$
|
429,051
|
|
|
$
|
—
|
|
|
$
|
429,051
|
|
|
$
|
428,100
|
|
|
$
|
—
|
|
|
$
|
428,100
|
|
Amortizing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
8
|
|
1,600
|
|
|
(50
|
)
|
|
1,550
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Completed technology
|
13
|
|
73,900
|
|
|
(41,017
|
)
|
|
32,883
|
|
|
73,900
|
|
|
(35,486
|
)
|
|
38,414
|
|
||||||
Customer relationships
|
17
|
|
22,023
|
|
|
(7,250
|
)
|
|
14,773
|
|
|
19,666
|
|
|
(6,309
|
)
|
|
13,357
|
|
||||||
Licensing fees and other
|
11
|
|
32,384
|
|
|
(32,384
|
)
|
|
—
|
|
|
32,539
|
|
|
(31,176
|
)
|
|
1,363
|
|
||||||
Total intangible assets
|
|
|
$
|
558,958
|
|
|
$
|
(80,701
|
)
|
|
$
|
478,257
|
|
|
$
|
554,205
|
|
|
$
|
(72,971
|
)
|
|
$
|
481,234
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of period
|
$
|
3,823
|
|
|
$
|
3,526
|
|
|
$
|
3,345
|
|
Provision
|
5,909
|
|
|
5,801
|
|
|
6,200
|
|
|||
Claims paid/costs incurred
|
(6,315
|
)
|
|
(5,653
|
)
|
|
(5,940
|
)
|
|||
Foreign currency translation
|
(86
|
)
|
|
149
|
|
|
(79
|
)
|
|||
Balance at end of period
|
$
|
3,331
|
|
|
$
|
3,823
|
|
|
$
|
3,526
|
|
(in thousands)
|
December 31,
2018 |
|
December 31,
2017 |
||||
Term loan A facility
|
$
|
330,469
|
|
|
$
|
351,563
|
|
Delayed draw term loan A facility
|
54,375
|
|
|
95,000
|
|
||
Revolving credit facility
|
—
|
|
|
10,066
|
|
||
Other short-term borrowings
|
920
|
|
|
10,298
|
|
||
Capital lease obligations
|
—
|
|
|
22
|
|
||
Debt issuance costs
|
(2,266
|
)
|
|
(2,896
|
)
|
||
Total
|
383,498
|
|
|
464,053
|
|
||
Less: short-term debt and current portion of long-term debt
|
36,545
|
|
|
47,083
|
|
||
Total long-term debt and capital lease obligations
|
$
|
346,953
|
|
|
$
|
416,970
|
|
•
|
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
|
•
|
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.
|
(in thousands)
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Balance Sheet Location
|
|
Hedge Instrument Type
|
|
|
||||||
Other current assets
|
|
Foreign exchange forward
|
|
$
|
6,116
|
|
|
$
|
4,675
|
|
Other noncurrent assets
|
|
Foreign exchange forward
|
|
1,015
|
|
|
562
|
|
||
Accrued expenses and other liabilities
|
|
Foreign exchange forward
|
|
578
|
|
|
6,360
|
|
||
|
|
Interest rate swap
|
|
526
|
|
|
—
|
|
||
Other noncurrent liabilities
|
|
Foreign exchange forward
|
|
161
|
|
|
276
|
|
||
|
|
Interest rate swap
|
|
925
|
|
|
—
|
|
|
Gain (Loss) Recognized in
Other Comprehensive Loss
|
||||||||||
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Type of hedge
|
|
|
|
|
|
||||||
Foreign exchange forward
|
$
|
8,148
|
|
|
$
|
(15,558
|
)
|
|
$
|
7,014
|
|
Interest rate swap
|
(1,926
|
)
|
|
—
|
|
|
—
|
|
|||
|
$
|
6,222
|
|
|
$
|
(15,558
|
)
|
|
$
|
7,014
|
|
|
Gain (Loss) Recognized in
Statement of Operations
|
||||||||||
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Location of gain (loss) in statement of operations
|
|
|
|
|
|
||||||
Cost of goods sold
|
$
|
(1,410
|
)
|
|
$
|
1,329
|
|
|
$
|
5,194
|
|
Selling, general and administrative expense
|
1,665
|
|
|
(2,732
|
)
|
|
(917
|
)
|
|||
Interest expense, net
|
(476
|
)
|
|
—
|
|
|
—
|
|
|||
|
$
|
(221
|
)
|
|
$
|
(1,403
|
)
|
|
$
|
4,277
|
|
|
Fair Value Measurements as of
|
|
|
||||||||||
|
December 31, 2018 using:
|
|
|
||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance Sheet Location
|
||||||
Assets
|
|
|
|
|
|
|
|
||||||
Rabbi trust
|
$
|
8,415
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other current assets
|
Foreign exchange derivative instruments
|
—
|
|
|
6,116
|
|
|
—
|
|
|
Other current assets
|
|||
Deferred compensation program assets
|
1,222
|
|
|
—
|
|
|
—
|
|
|
Other noncurrent assets
|
|||
Foreign exchange derivative instruments
|
—
|
|
|
1,015
|
|
|
—
|
|
|
Other noncurrent assets
|
|||
Total assets
|
$
|
9,637
|
|
|
$
|
7,131
|
|
|
$
|
—
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||
Foreign exchange derivative instruments
|
$
|
—
|
|
|
$
|
578
|
|
|
$
|
—
|
|
|
Accrued expenses and other liabilities
|
Interest rate swap derivative instrument
|
—
|
|
|
526
|
|
|
—
|
|
|
Accrued expenses and other liabilities
|
|||
Deferred compensation program liabilities
|
1,222
|
|
|
—
|
|
|
—
|
|
|
Other noncurrent liabilities
|
|||
Foreign exchange derivative instruments
|
—
|
|
|
161
|
|
|
—
|
|
|
Other noncurrent liabilities
|
|||
Interest rate swap derivative instrument
|
—
|
|
|
925
|
|
|
—
|
|
|
Other noncurrent liabilities
|
|||
Total liabilities
|
$
|
1,222
|
|
|
$
|
2,190
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements as of
|
|
|
||||||||||
|
December 31, 2017 using:
|
|
|
||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance Sheet Location
|
||||||
Assets
|
|
|
|
|
|
|
|
||||||
Rabbi trust
|
$
|
10,637
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other current assets
|
Foreign exchange derivative instruments
|
—
|
|
|
4,675
|
|
|
—
|
|
|
Other current assets
|
|||
Deferred compensation program assets
|
1,866
|
|
|
—
|
|
|
—
|
|
|
Other noncurrent assets
|
|||
Foreign exchange derivative instruments
|
—
|
|
|
562
|
|
|
—
|
|
|
Other noncurrent assets
|
|||
Total assets
|
$
|
12,503
|
|
|
$
|
5,237
|
|
|
$
|
—
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||
Foreign exchange derivative instruments
|
$
|
—
|
|
|
$
|
6,360
|
|
|
$
|
—
|
|
|
Accrued expenses and other liabilities
|
Deferred compensation program liabilities
|
1,866
|
|
|
—
|
|
|
—
|
|
|
Other noncurrent liabilities
|
|||
Foreign exchange derivative instruments
|
—
|
|
|
276
|
|
|
—
|
|
|
Other noncurrent liabilities
|
|||
Total liabilities
|
$
|
1,866
|
|
|
$
|
6,636
|
|
|
$
|
—
|
|
|
|
(in thousands)
|
Pension
Benefits
(Underfunded)
|
|
Pension
Benefits
(Overfunded)
|
|
Postretirement
Benefits
|
||||||
Change in projected benefit obligation ("PBO")
|
|
|
|
|
|
||||||
Benefit obligation at December 31, 2017
|
$
|
316,882
|
|
|
$
|
35,468
|
|
|
$
|
16,052
|
|
Service cost
|
9,067
|
|
|
—
|
|
|
657
|
|
|||
Interest cost
|
11,040
|
|
|
857
|
|
|
490
|
|
|||
Actuarial gain
|
(22,436
|
)
|
|
(5,255
|
)
|
|
(1,600
|
)
|
|||
Curtailments
|
(177
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements
|
(36,244
|
)
|
|
(3,507
|
)
|
|
—
|
|
|||
Plan amendments
|
—
|
|
|
285
|
|
|
—
|
|
|||
Participants’ contributions
|
—
|
|
|
—
|
|
|
378
|
|
|||
Benefit payments
|
(2,990
|
)
|
|
(580
|
)
|
|
(1,565
|
)
|
|||
Foreign currency translation
|
(321
|
)
|
|
(1,639
|
)
|
|
—
|
|
|||
Projected benefit obligation at December 31, 2018
|
274,821
|
|
|
25,629
|
|
|
14,412
|
|
|||
Accumulated benefit obligation at December 31, 2018
|
240,270
|
|
|
23,821
|
|
|
14,412
|
|
|||
Change in plan assets
|
|
|
|
|
|
||||||
Fair value of plan assets at December 31, 2017
|
183,093
|
|
|
50,767
|
|
|
—
|
|
|||
Return on plan assets
|
(11,863
|
)
|
|
(3,846
|
)
|
|
—
|
|
|||
Employer contributions
|
44,105
|
|
|
441
|
|
|
1,187
|
|
|||
Participants’ contributions
|
—
|
|
|
—
|
|
|
378
|
|
|||
Settlements
|
(36,244
|
)
|
|
(3,507
|
)
|
|
—
|
|
|||
Benefit payments
|
(2,990
|
)
|
|
(580
|
)
|
|
(1,565
|
)
|
|||
Foreign currency translation
|
(57
|
)
|
|
(2,575
|
)
|
|
—
|
|
|||
Fair value of plan assets at December 31, 2018
|
176,044
|
|
|
40,700
|
|
|
—
|
|
|||
Funded status (fair value of plan assets less PBO)
|
$
|
(98,777
|
)
|
|
$
|
15,071
|
|
|
$
|
(14,412
|
)
|
(in thousands)
|
Pension
Benefits
(Underfunded)
|
|
Pension
Benefits
(Overfunded)
|
|
Postretirement
Benefits
|
||||||
Change in projected benefit obligation
|
|
|
|
|
|
||||||
Benefit obligation at December 31, 2016
|
$
|
284,104
|
|
|
$
|
39,735
|
|
|
$
|
20,264
|
|
Service cost
|
9,217
|
|
|
—
|
|
|
955
|
|
|||
Interest cost
|
10,783
|
|
|
1,049
|
|
|
713
|
|
|||
Actuarial (gain) loss
|
34,557
|
|
|
(2,000
|
)
|
|
(5,075
|
)
|
|||
Settlements
|
(20,663
|
)
|
|
(5,172
|
)
|
|
—
|
|
|||
Participants’ contributions
|
—
|
|
|
—
|
|
|
355
|
|
|||
Benefit payments
|
(2,719
|
)
|
|
(635
|
)
|
|
(1,160
|
)
|
|||
Foreign currency translation
|
1,435
|
|
|
2,659
|
|
|
—
|
|
|||
Adjustment for movement from underfunded to overfunded
|
168
|
|
|
(168
|
)
|
|
—
|
|
|||
Projected benefit obligation at December 31, 2017
|
316,882
|
|
|
35,468
|
|
|
16,052
|
|
|||
Accumulated benefit obligation at December 31, 2017
|
277,067
|
|
|
34,190
|
|
|
16,052
|
|
|||
Change in plan assets
|
|
|
|
|
|
||||||
Fair value of plan assets at December 31, 2016
|
161,088
|
|
|
45,342
|
|
|
—
|
|
|||
Return on plan assets
|
23,757
|
|
|
6,254
|
|
|
—
|
|
|||
Employer contributions
|
21,280
|
|
|
1,697
|
|
|
805
|
|
|||
Participants’ contributions
|
—
|
|
|
—
|
|
|
355
|
|
|||
Settlements
|
(20,663
|
)
|
|
(5,172
|
)
|
|
—
|
|
|||
Benefit payments
|
(2,719
|
)
|
|
(635
|
)
|
|
(1,160
|
)
|
|||
Foreign currency translation
|
156
|
|
|
3,475
|
|
|
—
|
|
|||
Adjustment for movement from underfunded to overfunded
|
194
|
|
|
(194
|
)
|
|
—
|
|
|||
Fair value of plan assets at December 31, 2017
|
183,093
|
|
|
50,767
|
|
|
—
|
|
|||
Funded status (fair value of plan assets less PBO)
|
$
|
(133,789
|
)
|
|
$
|
15,299
|
|
|
$
|
(16,052
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Other noncurrent assets
|
$
|
15,071
|
|
|
$
|
15,299
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued compensation and benefits
|
(10,391
|
)
|
|
(18,933
|
)
|
|
(721
|
)
|
|
(748
|
)
|
||||
Accrued pension and other postretirement benefits
|
(88,386
|
)
|
|
(114,856
|
)
|
|
(13,691
|
)
|
|
(15,304
|
)
|
||||
Net liability recognized
|
$
|
(83,706
|
)
|
|
$
|
(118,490
|
)
|
|
$
|
(14,412
|
)
|
|
$
|
(16,052
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
Year ended December 31,
|
|
Year ended December 31,
|
||||||||||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Net actuarial gain (loss) at beginning of year
|
$
|
(44,892
|
)
|
|
$
|
(33,736
|
)
|
|
$
|
(18,374
|
)
|
|
$
|
12,392
|
|
|
$
|
8,055
|
|
|
$
|
8,840
|
|
Actuarial gain (loss)
|
(882
|
)
|
|
(14,554
|
)
|
|
(18,425
|
)
|
|
1,600
|
|
|
5,075
|
|
|
573
|
|
||||||
Prior service cost
|
(285
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(283
|
)
|
||||||
Curtailment impact
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement impact
|
4,982
|
|
|
2,740
|
|
|
1,124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial (gain) loss
|
1,687
|
|
|
804
|
|
|
485
|
|
|
(1,540
|
)
|
|
(601
|
)
|
|
(912
|
)
|
||||||
Amortization of prior service cost (credit)
|
175
|
|
|
175
|
|
|
175
|
|
|
(137
|
)
|
|
(137
|
)
|
|
(163
|
)
|
||||||
Foreign currency translation
|
187
|
|
|
(321
|
)
|
|
1,279
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net actuarial gain (loss) at end of year
|
$
|
(39,125
|
)
|
|
$
|
(44,892
|
)
|
|
$
|
(33,736
|
)
|
|
$
|
12,315
|
|
|
$
|
12,392
|
|
|
$
|
8,055
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
Year ended December 31,
|
||||||||||||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
9,067
|
|
|
$
|
9,217
|
|
|
$
|
9,763
|
|
|
$
|
657
|
|
|
$
|
955
|
|
|
$
|
888
|
|
Interest cost
|
11,897
|
|
|
11,832
|
|
|
12,356
|
|
|
490
|
|
|
713
|
|
|
779
|
|
||||||
Expected return on plan assets
|
(13,041
|
)
|
|
(12,006
|
)
|
|
(12,189
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment income
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement expense
|
4,982
|
|
|
2,740
|
|
|
1,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net (gain) loss
|
1,687
|
|
|
804
|
|
|
471
|
|
|
(1,540
|
)
|
|
(601
|
)
|
|
(912
|
)
|
||||||
Amortization of prior service cost (credit)
|
175
|
|
|
175
|
|
|
175
|
|
|
(137
|
)
|
|
(137
|
)
|
|
(163
|
)
|
||||||
Net periodic benefit cost (credit)
|
$
|
14,670
|
|
|
$
|
12,762
|
|
|
$
|
11,724
|
|
|
$
|
(530
|
)
|
|
$
|
930
|
|
|
$
|
592
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Discount rate
|
4.25
|
%
|
|
3.62
|
%
|
|
4.27
|
%
|
|
3.61
|
%
|
Rate of compensation increase
|
4.00
|
%
|
|
4.01
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Discount rate
|
3.62
|
%
|
|
4.17
|
%
|
|
4.16
|
%
|
|
3.61
|
%
|
|
4.08
|
%
|
|
4.30
|
%
|
Expected long-term rate of return on plan assets
|
5.77
|
%
|
|
5.77
|
%
|
|
6.23
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
4.01
|
%
|
|
4.02
|
%
|
|
4.07
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Healthcare cost trend rate assumed for next year
|
6.25%/9.00%
|
|
|
5.50%/8.50%
|
|
|
5.50%/9.00%
|
|
Rate that the cost trend rate is assumed to decline
(the ultimate trend rate)
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Year that the rate reaches the ultimate trend rate
|
2027
|
|
|
2024
|
|
|
2024
|
|
|
2018
|
|
2017
|
||||||||||||
(in thousands)
|
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
|
$
|
72
|
|
|
$
|
(64
|
)
|
|
$
|
73
|
|
|
$
|
(65
|
)
|
Effect on projected benefit obligation
|
632
|
|
|
(572
|
)
|
|
665
|
|
|
(598
|
)
|
(in thousands)
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Asset category
|
|
|
|
|
|
|
|
||||||||
Individual securities
|
|
|
|
|
|
|
|
||||||||
Fixed income
|
$
|
1,682
|
|
|
$
|
—
|
|
|
$
|
1,682
|
|
|
$
|
—
|
|
Commingled funds
|
|
|
|
|
|
|
|
||||||||
Measured at net asset value
|
215,062
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
216,744
|
|
|
$
|
—
|
|
|
$
|
1,682
|
|
|
$
|
—
|
|
(in thousands)
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Asset category
|
|
|
|
|
|
|
|
||||||||
Individual securities
|
|
|
|
|
|
|
|
||||||||
Fixed income
|
$
|
1,794
|
|
|
$
|
—
|
|
|
$
|
1,794
|
|
|
$
|
—
|
|
Commingled funds
|
|
|
|
|
|
|
|
||||||||
Measured at net asset value
|
232,066
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
233,860
|
|
|
$
|
—
|
|
|
$
|
1,794
|
|
|
$
|
—
|
|
(in thousands)
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
Year ending December 31,
|
|
|
|
||||
2019
|
$
|
28,898
|
|
|
$
|
721
|
|
2020
|
18,536
|
|
|
849
|
|
||
2021
|
20,064
|
|
|
1,007
|
|
||
2022
|
20,266
|
|
|
1,138
|
|
||
2023
|
23,730
|
|
|
1,210
|
|
||
Thereafter
|
125,482
|
|
|
7,180
|
|
||
|
$
|
236,976
|
|
|
$
|
12,105
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic operations
|
$
|
54,003
|
|
|
$
|
61,158
|
|
|
$
|
(3,995
|
)
|
Foreign operations
|
96,301
|
|
|
90,518
|
|
|
93,217
|
|
|||
Income before income taxes
|
$
|
150,304
|
|
|
$
|
151,676
|
|
|
$
|
89,222
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Income tax expense computed at federal statutory income tax rate
|
$
|
31,564
|
|
|
$
|
53,086
|
|
|
$
|
31,229
|
|
Foreign taxes, net of credits
|
12,138
|
|
|
(15,545
|
)
|
|
(1,804
|
)
|
|||
Impact of the 2017 Tax Act
|
10,801
|
|
|
12,619
|
|
|
—
|
|
|||
Net adjustments for uncertain tax positions
|
771
|
|
|
508
|
|
|
706
|
|
|||
State and local taxes
|
2,349
|
|
|
1,313
|
|
|
(525
|
)
|
|||
Equity appreciation rights
|
—
|
|
|
(765
|
)
|
|
372
|
|
|||
Transaction costs
|
—
|
|
|
189
|
|
|
3,078
|
|
|||
Indemnified taxes
|
144
|
|
|
(115
|
)
|
|
1,594
|
|
|||
Fair value adjustment for common stock warrants
|
—
|
|
|
—
|
|
|
3,029
|
|
|||
Valuation allowance
|
(10,038
|
)
|
|
90
|
|
|
955
|
|
|||
Deferred charge
|
1,178
|
|
|
(1,295
|
)
|
|
1,009
|
|
|||
Tax credits
|
(3,225
|
)
|
|
(3,240
|
)
|
|
(704
|
)
|
|||
Miscellaneous other, net
|
1,550
|
|
|
1,630
|
|
|
768
|
|
|||
Income tax expense as reported
|
$
|
47,232
|
|
|
$
|
48,475
|
|
|
$
|
39,707
|
|
Effective income tax rate
|
31.4
|
%
|
|
32.0
|
%
|
|
44.5
|
%
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Unrecognized tax benefits at beginning of year
|
$
|
11,049
|
|
|
$
|
11,347
|
|
|
$
|
13,120
|
|
Gross additions - prior year tax positions
|
—
|
|
|
—
|
|
|
1,960
|
|
|||
Gross additions - current year tax positions
|
801
|
|
|
1,159
|
|
|
747
|
|
|||
Gross reductions - prior year tax positions
|
(91
|
)
|
|
(348
|
)
|
|
(4,457
|
)
|
|||
Gross reductions - Acquired tax positions settled with tax authorities
|
(113
|
)
|
|
(1,241
|
)
|
|
—
|
|
|||
Impact of change in foreign exchange rates
|
—
|
|
|
132
|
|
|
(23
|
)
|
|||
Unrecognized tax benefits at end of year
|
$
|
11,646
|
|
|
$
|
11,049
|
|
|
$
|
11,347
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Current expense (benefit)
|
|
|
|
|
|
||||||
United States
|
$
|
1,795
|
|
|
$
|
(906
|
)
|
|
$
|
3,702
|
|
Foreign
|
29,896
|
|
|
28,109
|
|
|
28,156
|
|
|||
Current income tax expense
|
31,691
|
|
|
27,203
|
|
|
31,858
|
|
|||
Deferred expense (benefit)
|
|
|
|
|
|
||||||
United States
|
16,222
|
|
|
21,189
|
|
|
9,489
|
|
|||
Foreign
|
(681
|
)
|
|
83
|
|
|
(1,640
|
)
|
|||
Deferred income tax expense
|
15,541
|
|
|
21,272
|
|
|
7,849
|
|
|||
Total income tax expense
|
$
|
47,232
|
|
|
$
|
48,475
|
|
|
$
|
39,707
|
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Deferred tax assets
|
|
|
|
||||
Compensation and benefits
|
$
|
14,036
|
|
|
$
|
14,060
|
|
Share-based compensation
|
7,446
|
|
|
5,085
|
|
||
Pension and other postretirement benefits
|
22,285
|
|
|
30,564
|
|
||
Inventories
|
11,505
|
|
|
10,843
|
|
||
R&D capitalization
|
6,449
|
|
|
—
|
|
||
Accounts receivable
|
1,101
|
|
|
2,016
|
|
||
Customer sales incentives
|
1,902
|
|
|
2,255
|
|
||
Transaction costs
|
1,580
|
|
|
1,804
|
|
||
Other reserves
|
3,987
|
|
|
3,255
|
|
||
Interest
|
771
|
|
|
562
|
|
||
Miscellaneous
|
1,871
|
|
|
1,224
|
|
||
Foreign exchange derivative instruments
|
—
|
|
|
730
|
|
||
Net operating loss and other tax carryforwards
|
80,776
|
|
|
103,455
|
|
||
Gross deferred tax assets
|
153,709
|
|
|
175,853
|
|
||
Valuation allowance
|
(15,542
|
)
|
|
(25,579
|
)
|
||
Total deferred tax assets
|
138,167
|
|
|
150,274
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment
|
(8,057
|
)
|
|
(11,325
|
)
|
||
Identifiable intangible assets
|
(54,571
|
)
|
|
(47,876
|
)
|
||
Foreign exchange derivative instruments
|
(1,176
|
)
|
|
—
|
|
||
Miscellaneous
|
(970
|
)
|
|
(954
|
)
|
||
Total deferred tax liabilities
|
(64,774
|
)
|
|
(60,155
|
)
|
||
Net deferred tax asset
|
$
|
73,393
|
|
|
$
|
90,119
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Valuation allowance at beginning of year
|
$
|
25,579
|
|
|
$
|
21,726
|
|
|
$
|
20,771
|
|
Increases (decreases) recorded to income tax provision
|
(10,037
|
)
|
|
3,853
|
|
|
955
|
|
|||
Valuation allowance at end of year
|
$
|
15,542
|
|
|
$
|
25,579
|
|
|
$
|
21,726
|
|
|
Dividends
per Common Share
|
|
Amounts
(in
thousands)
|
||||
2018:
|
|
|
|
||||
Fourth Quarter
|
$
|
0.13
|
|
|
$
|
9,968
|
|
Third Quarter
|
0.13
|
|
|
9,954
|
|
||
Second Quarter
|
0.13
|
|
|
9,917
|
|
||
First Quarter
|
0.13
|
|
|
9,917
|
|
||
Total dividends declared in 2018
|
$
|
0.52
|
|
|
$
|
39,756
|
|
|
|
|
|
||||
2017:
|
|
|
|
|
|
||
Fourth Quarter
|
$
|
0.12
|
|
|
$
|
9,098
|
|
Third Quarter
|
0.12
|
|
|
9,146
|
|
||
Second Quarter
|
0.12
|
|
|
9,149
|
|
||
First Quarter
|
0.12
|
|
|
9,152
|
|
||
Total dividends declared in 2017
|
$
|
0.48
|
|
|
$
|
36,545
|
|
|
Number
of RSUs and PSUs |
|
Weighted-
Average Fair Value |
|||
Outstanding at December 31, 2016
|
2,459,166
|
|
|
$
|
20.40
|
|
Granted
|
238,196
|
|
|
18.82
|
|
|
Vested
|
(437,188
|
)
|
|
20.33
|
|
|
Forfeited
|
(199,320
|
)
|
|
20.45
|
|
|
Outstanding at December 31, 2017
|
2,060,854
|
|
|
$
|
20.23
|
|
Granted
|
473,724
|
|
|
23.49
|
|
|
Vested (1)
|
(1,367,060
|
)
|
|
20.36
|
|
|
Forfeited
|
(285,686
|
)
|
|
20.29
|
|
|
Outstanding at December 31, 2018
|
881,832
|
|
|
$
|
21.75
|
|
(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
.
|
(in thousands, except share and per share amounts)
|
Number
of
Awards
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2016
|
7,614,000
|
|
|
$
|
19.90
|
|
|
|
|
$
|
151,511
|
|
Settled
|
(7,614,000
|
)
|
|
(19.90
|
)
|
|
|
|
—
|
|
||
Outstanding at December 31, 2017
|
—
|
|
|
|
|
|
|
|
—
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of goods sold
|
$
|
680
|
|
|
$
|
408
|
|
|
$
|
434
|
|
Selling, general and administrative expense
|
16,507
|
|
|
13,687
|
|
|
18,622
|
|
|||
Research and development
|
1,376
|
|
|
1,190
|
|
|
1,485
|
|
|||
Total compensation expense before income tax
|
18,563
|
|
|
15,285
|
|
|
20,541
|
|
|||
Income tax benefit
|
4,398
|
|
|
3,158
|
|
|
6,481
|
|
|||
Total compensation expense, net of tax
|
$
|
14,165
|
|
|
$
|
12,127
|
|
|
$
|
14,060
|
|
(in thousands)
|
Foreign
Currency
Translation
Adjustments
|
|
Gains (Losses) on
Cash Flow
Derivative
Instruments
|
|
Gains
on Available-
for-Sale
Securities
|
|
Pension and
Other
Postretirement
Adjustments
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||||||
Balances at December 31, 2016
|
$
|
(84,675
|
)
|
|
$
|
10,535
|
|
|
$
|
1,536
|
|
|
$
|
(18,230
|
)
|
|
$
|
(90,834
|
)
|
Other comprehensive income (loss) before reclassifications
|
26,964
|
|
|
(15,558
|
)
|
|
150
|
|
|
(9,870
|
)
|
|
1,686
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(1,329
|
)
|
|
—
|
|
|
2,981
|
|
|
1,652
|
|
|||||
Tax benefit
|
—
|
|
|
4,072
|
|
|
35
|
|
|
1,698
|
|
|
5,805
|
|
|||||
Balances at December 31, 2017
|
$
|
(57,711
|
)
|
|
$
|
(2,280
|
)
|
|
$
|
1,721
|
|
|
$
|
(23,421
|
)
|
|
$
|
(81,691
|
)
|
Adoption of new accounting standards (Notes 2 & 14)
|
(2,171
|
)
|
|
—
|
|
|
(1,721
|
)
|
|
(2,240
|
)
|
|
(6,132
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
(11,971
|
)
|
|
6,222
|
|
|
—
|
|
|
620
|
|
|
(5,129
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
—
|
|
|
1,886
|
|
|
—
|
|
|
5,070
|
|
|
6,956
|
|
|||||
Tax expense
|
—
|
|
|
(1,668
|
)
|
|
—
|
|
|
(1,375
|
)
|
|
(3,043
|
)
|
|||||
Balances at December 31, 2018
|
$
|
(71,853
|
)
|
|
$
|
4,160
|
|
|
$
|
—
|
|
|
$
|
(21,346
|
)
|
|
$
|
(89,039
|
)
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Related party interest expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,146
|
|
Third party interest expense
|
19,171
|
|
|
16,907
|
|
|
23,113
|
|
|||
Loss on interest rate swap
|
476
|
|
|
—
|
|
|
—
|
|
|||
Third party interest income
|
(1,245
|
)
|
|
(1,198
|
)
|
|
(1,351
|
)
|
|||
Total interest expense, net
|
$
|
18,402
|
|
|
$
|
15,709
|
|
|
$
|
49,908
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Loss on fair value of common stock warrants
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,112
|
|
Indemnification (gains) losses
|
(258
|
)
|
|
177
|
|
|
(2,174
|
)
|
|||
Non-service cost component of net periodic benefit cost
|
4,416
|
|
|
3,520
|
|
|
1,665
|
|
|||
Other income
|
(529
|
)
|
|
(1,254
|
)
|
|
(2,232
|
)
|
|||
Total other expense, net
|
$
|
3,629
|
|
|
$
|
2,443
|
|
|
$
|
3,371
|
|
|
Year ended December 31,
|
||||||||||
(in thousands, except share and per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income attributable to Acushnet Holdings Corp.
|
$
|
99,872
|
|
|
$
|
98,695
|
|
|
$
|
45,012
|
|
Less: dividends earned by preferred shareholders
|
—
|
|
|
—
|
|
|
(11,576
|
)
|
|||
Less: allocation of undistributed earnings to preferred shareholders
|
—
|
|
|
—
|
|
|
(10,247
|
)
|
|||
Net income attributable to common stockholders - basic
|
99,872
|
|
|
98,695
|
|
|
23,189
|
|
|||
Adjustments to net income for dilutive securities
|
—
|
|
|
—
|
|
|
16,475
|
|
|||
Net income attributable to common stockholders - diluted
|
$
|
99,872
|
|
|
$
|
98,695
|
|
|
$
|
39,664
|
|
Weighted average number of common shares:
|
|
|
|
|
|
||||||
Basic
|
74,766,176
|
|
|
74,399,836
|
|
|
31,247,643
|
|
|||
Diluted
|
75,472,342
|
|
|
74,590,999
|
|
|
64,323,742
|
|
|||
Net income per common share attributable to Acushnet Holdings Corp.:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.34
|
|
|
$
|
1.33
|
|
|
$
|
0.74
|
|
Diluted
|
$
|
1.32
|
|
|
$
|
1.32
|
|
|
$
|
0.62
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
|
|
|
|
||||||
Titleist golf balls
|
$
|
523,967
|
|
|
$
|
512,041
|
|
|
$
|
513,899
|
|
Titleist golf clubs
|
445,341
|
|
|
397,987
|
|
|
430,966
|
|
|||
Titleist golf gear
|
146,067
|
|
|
142,911
|
|
|
136,208
|
|
|||
FootJoy golf wear
|
439,681
|
|
|
437,455
|
|
|
433,061
|
|
|||
Other
|
78,665
|
|
|
69,864
|
|
|
58,141
|
|
|||
Total net sales
|
$
|
1,633,721
|
|
|
$
|
1,560,258
|
|
|
$
|
1,572,275
|
|
Segment operating income
|
|
|
|
|
|
||||||
Titleist golf balls
|
$
|
78,973
|
|
|
$
|
78,419
|
|
|
$
|
76,954
|
|
Titleist golf clubs
|
45,156
|
|
|
32,084
|
|
|
51,003
|
|
|||
Titleist golf gear
|
15,430
|
|
|
16,803
|
|
|
12,212
|
|
|||
FootJoy golf wear
|
17,974
|
|
|
27,038
|
|
|
19,305
|
|
|||
Other
|
15,560
|
|
|
14,904
|
|
|
7,324
|
|
|||
Total segment operating income
|
173,093
|
|
|
169,248
|
|
|
166,798
|
|
|||
Reconciling items:
|
|
|
|
|
|
||||||
Interest expense, net
|
(18,402
|
)
|
|
(15,709
|
)
|
|
(49,908
|
)
|
|||
Non-service cost component of net periodic benefit cost
|
(4,416
|
)
|
|
(3,520
|
)
|
|
(1,665
|
)
|
|||
EAR expense
|
—
|
|
|
—
|
|
|
(6,047
|
)
|
|||
Loss on fair value of common stock warrants
|
—
|
|
|
—
|
|
|
(6,112
|
)
|
|||
Transaction fees
|
(599
|
)
|
|
(686
|
)
|
|
(16,817
|
)
|
|||
Other
|
628
|
|
|
2,343
|
|
|
2,973
|
|
|||
Total income before income tax
|
$
|
150,304
|
|
|
$
|
151,676
|
|
|
$
|
89,222
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
Titleist golf balls
|
$
|
24,155
|
|
|
$
|
25,545
|
|
|
$
|
26,104
|
|
Titleist golf clubs
|
7,408
|
|
|
7,233
|
|
|
7,021
|
|
|||
Titleist golf gear
|
1,531
|
|
|
1,425
|
|
|
1,250
|
|
|||
FootJoy golf wear
|
6,731
|
|
|
6,058
|
|
|
5,759
|
|
|||
Other
|
671
|
|
|
610
|
|
|
700
|
|
|||
Total depreciation and amortization
|
$
|
40,496
|
|
|
$
|
40,871
|
|
|
$
|
40,834
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
|
|
|
|
||||||
United States
|
$
|
826,111
|
|
|
$
|
789,879
|
|
|
$
|
804,516
|
|
EMEA (1)
|
219,803
|
|
|
205,200
|
|
|
210,088
|
|
|||
Japan
|
199,107
|
|
|
201,264
|
|
|
219,021
|
|
|||
Korea
|
221,146
|
|
|
200,394
|
|
|
175,956
|
|
|||
Rest of world
|
167,554
|
|
|
163,521
|
|
|
162,694
|
|
|||
Total net sales
|
$
|
1,633,721
|
|
|
$
|
1,560,258
|
|
|
$
|
1,572,275
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Long-lived assets
|
|
|
|
||||
United States
|
$
|
146,596
|
|
|
$
|
148,678
|
|
EMEA
|
9,472
|
|
|
9,669
|
|
||
Japan
|
764
|
|
|
770
|
|
||
Korea
|
5,682
|
|
|
3,782
|
|
||
Rest of world (2)
|
65,874
|
|
|
66,023
|
|
||
Total long-lived assets
|
$
|
228,388
|
|
|
$
|
228,922
|
|
(2)
|
Includes manufacturing facilities in Thailand with long lived assets of
$52.2 million
and
$53.8 million
as of
December 31, 2018
and
2017
, respectively.
|
|
Payments Due by Period
|
||||||||||||||||||||||
(in thousands)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||
Purchase obligations
|
$
|
151,463
|
|
|
$
|
18,804
|
|
|
$
|
6,113
|
|
|
$
|
1,850
|
|
|
$
|
1,391
|
|
|
$
|
4,804
|
|
|
Quarter ended (unaudited)
|
||||||||||||||
(in thousands)
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
343,355
|
|
|
$
|
370,427
|
|
|
$
|
478,138
|
|
|
$
|
441,801
|
|
Gross profit
|
174,929
|
|
|
188,938
|
|
|
250,810
|
|
|
227,674
|
|
||||
Income from operations
|
19,599
|
|
|
25,873
|
|
|
64,579
|
|
|
62,284
|
|
||||
Net income
|
12,264
|
|
|
7,349
|
|
|
40,369
|
|
|
43,090
|
|
||||
Net income attributable to Acushnet Holdings Corp.
|
11,418
|
|
|
7,063
|
|
|
39,907
|
|
|
41,484
|
|
||||
Net income per common share attributable to Acushnet Holdings Corp.:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.15
|
|
|
$
|
0.09
|
|
|
$
|
0.53
|
|
|
$
|
0.56
|
|
Diluted
|
$
|
0.15
|
|
|
$
|
0.09
|
|
|
$
|
0.53
|
|
|
$
|
0.55
|
|
|
Quarter ended (unaudited)
|
||||||||||||||
(in thousands)
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
351,392
|
|
|
$
|
347,263
|
|
|
$
|
427,988
|
|
|
$
|
433,615
|
|
Gross profit
|
179,372
|
|
|
173,104
|
|
|
222,966
|
|
|
226,415
|
|
||||
Income from operations
|
28,282
|
|
|
19,180
|
|
|
57,892
|
|
|
64,474
|
|
||||
Net income
|
18,899
|
|
|
10,634
|
|
|
34,038
|
|
|
39,630
|
|
||||
Net income attributable to Acushnet Holdings Corp.
|
18,247
|
|
|
9,318
|
|
|
33,016
|
|
|
38,114
|
|
||||
Net income per common share attributable to Acushnet Holdings Corp.:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.25
|
|
|
$
|
0.13
|
|
|
$
|
0.44
|
|
|
$
|
0.51
|
|
Diluted
|
$
|
0.24
|
|
|
$
|
0.12
|
|
|
$
|
0.44
|
|
|
$
|
0.51
|
|
Participant:
|
[
Insert Participant Name
]
|
Date of Grant:
|
[
Insert Date of Grant
]
|
Number of RSUs:
|
[
Insert No. of Restricted Stock Units Granted
]
|
Vesting Commencement Date:
|
[
Insert Vesting Commencement Date
]
|
Vesting Schedule:
|
Provided that the Participant has not undergone a Termination prior thereto, all RSUs granted hereunder shall vest on [
Insert Vesting Date
] (the “Vesting Date”, the period between the Vesting Commencement Date and the Vesting Date, the “Vesting Period”).
|
ACUSHNET HOLDINGS CORP.
|
|
PARTICIPANT
|
|
|
|
By:
Title:
|
|
Name:
|
A.
|
Involuntary separation from employment by the Company for any reason other than resignation, retirement, death, disability, or cause; provided the employee remains employed until the date designated by the Company as his or her termination date. The term “cause” includes but is not limited to misconduct, negligence, dishonesty, criminal act, excessive absenteeism, willful failure to perform job responsibilities and other conduct determined under the Company’s Code of Conduct or other policies to be “cause.” The term “retirement” means voluntary termination of employment on or after age 55 and completion of at least 10 years of service. The term “disability” means the employee is considered disabled for purposes of the Company’s long-term disability plan.
|
B.
|
Voluntary separation from employment if an employee’s job location has been relocated more than 35 miles from the employee’s former job location; provided that, not later than 30 days after the notification of relocation of the employee’s job, the employee shall provide notice to the Senior Vice President and Chief Human Resources Officer of the Company of the conditions described in this paragraph B and his or her intent to separate from service. Upon receipt of such notice, the Company shall have 30 days during which it may remedy such conditions, and in the event of the Company’s failure to do so, the employee separates from service within the 90 day period following the relocation of his or her job.
|
1.
|
The amount of severance pay provided for terminations described in paragraphs A and B above for those hired or promoted to the CMC level prior to January 1, 2019 (other than such terminations that occur within 18 months following a Change of Control) will be 18 months of base salary plus one year of bonus.
|
2.
|
The amount of severance pay provided for terminations described in paragraphs A and B above for those hired or promoted to the CMC level on or after January 1, 2019 and for anyone in salary levels M7 and M8 (other than such terminations that occur within 18 months following a Change of Control) will be calculated using the following schedule:
|
Salary Level
|
Amount of Severance
|
CMC
|
12 months of base salary
plus pro-rated bonus
|
M7-M8
|
9 months of base salary
plus pro-rated bonus
|
1.
|
Payment of severance pay under this Section will be provided if employment terminates under the conditions described in paragraphs A or B under Eligibility above and the employee’s termination occurs within 18 months following a Change of Control.
|
2.
|
Payment of severance pay under this Section also will be provided upon voluntary separation from service if, within 18 months following the Change of Control, there is: (i) a material negative change in the employee’s compensation; or (ii) a material diminution in the employee’s duties, authority or responsibilities as in effect at the time of the Change of Control, and as determined under Treasury Regulation Section 1.409A-1(n)(2)(ii)(A)(3); provided that, no later than 90 days after such material negative change or material diminution, as applicable, the employee provides
|
3.
|
The amount of severance pay provided for terminations following a Change of Control will be calculated using the following schedule:
|
Salary Level
|
Amount of Severance
|
CMC
|
24 months of base salary
plus one year of target or projected bonus and any equity grants vest in full
|
M7-M8
|
12 months of base salary
plus one year of target bonus and any equity grants vest in full
|
•
|
the specific reason(s) why the claim was denied;
|
•
|
the specific Plan provision(s) on which the denial was based;
|
•
|
a description of additional information required by the Company in order to approve the claim and the reasons why such information is needed; and
|
•
|
the procedure for review of the denial.
|
Plan Sponsor and Plan Administrator:
|
Acushnet Company
|
|
333 Bridge Street
|
|
Fairhaven, MA 02719-0965
|
|
|
Employer Identification Number:
|
04-2691836
|
|
|
Plan Number:
|
567
|
|
|
Plan Year:
|
January 1 through December 31
|
|
|
Agent for Service of Legal Process:
|
Acushnet Company
|
|
333 Bridge Street
|
|
Fairhaven, MA 02719-0965
|
|
|
•
|
Examine, free of charge, in the Plan Administrator’s office or at other specified locations, all official documents related to the Plan such as documents filed by the Plan with the U.S. Department of Labor, such as annual reports and Plan descriptions.
|
•
|
Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.
|
•
|
Obtain upon written request to the Plan Administrator information as to whether a particular employer or employer organization is a sponsor of the Plan and the address of any employer or employer organization that is a plan sponsor. Your beneficiaries also have a right to obtain this information upon written request to the Plan Administrator.
|
•
|
Receive a written explanation of why a claim for benefits has been denied, in whole or in part, and a review and reconsideration of the claim.
|
•
|
Continue health care coverage for yourself, spouse or dependent if there is a loss of coverage as a result of a qualifying event. You or your dependents may have to pay for such coverage. Review this Plan and summary plan description on the rules governing your COBRA continuation coverage rights.
|
A.
|
To the extent an employee’s severance benefit otherwise payable in the first six months following the employee’s separation from service is equal to or less than the lesser of the amounts described in Treasury Regulations Sections 1.409A-1(b)(9)(iii)(A)(1) and (2), qualifies under the short-term deferral exception to Section 409A, or otherwise does not constitute “nonqualified deferred compensation” subject to Section 409A, such severance benefit shall be paid in regular pay intervals through the entire severance period.
|
B.
|
Any portion of the employee’s severance benefit that constitutes “nonqualified deferred compensation” subject to Section 409A shall be delayed until the first payroll date of the 7th month following the employee’s separation date. Any delayed payments shall then be paid in a lump sum without interest. Thereafter, the remainder of an employee’s severance benefit shall be payable in installments according to the normal payroll schedule of the Company.
|
C.
|
Each severance payment hereunder shall be considered a separate payment in accordance with Section 409A of the Internal Revenue Code.
|
D.
|
A termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “date of termination” or like terms shall mean or refer to “separation from service.
|
Participant:
|
[
Insert Participant Name
]
|
Date of Grant:
|
[
Insert Date of Grant
]
|
Number of RSUs:
|
[
Insert No. of Restricted Stock Units Granted
]
|
Vesting Commencement Date:
|
[
Insert Vesting Commencement Date
]
|
Vesting Schedule:
|
100% of the RSUs granted hereunder shall vest immediately upon the Date of Grant.
|
ACUSHNET HOLDINGS CORP.
|
|
PARTICIPANT
|
|
|
|
By:
Title:
|
|
Name:
|
Name
|
|
State or Other Jurisdiction
of Incorporation or
Organization
|
|
|
|
Acushnet Company
|
|
Delaware
|
AASI, Inc.
|
|
Delaware
|
ACTM LLC
|
|
Delaware
|
Acushnet Australia Pty. Ltd.
|
|
Australia
|
Acushnet Canada Inc.
|
|
Canada
|
Acushnet Cayman Limited
|
|
Cayman Islands
|
Acushnet Danmark ApS
|
|
Denmark
|
Acushnet Espana, S.L.U.
|
|
Spain
|
Acushnet Europe Ltd.
|
|
United Kingdom
|
Acushnet FootJoy (Thailand) Limited
|
|
Thailand
|
Acushnet France S.A.S.
|
|
France
|
Acushnet GmbH
|
|
Germany
|
Acushnet Golf Products Trading (Shenzhen) Co. Ltd.
|
|
China
|
Acushnet Golf (Thailand) Limited
|
|
Thailand
|
Acushnet Hong Kong Limited
|
|
Hong Kong
|
Acushnet International Inc.
|
|
Delaware
|
Acushnet Ireland Limited
|
|
Ireland
|
Acushnet Japan, Inc.
|
|
Delaware
|
Acushnet Korea Co., Ltd.
|
|
South Korea
|
Acushnet Malaysia Sdn. Bhd.
|
|
Malaysia
|
Acushnet Nederland B.V.
|
|
Netherlands
|
Acushnet Netherlands Manufacturing B.V.
|
|
Netherlands
|
Acushnet Netherlands Services B.V.
|
|
Netherlands
|
Acushnet New Zealand Limited
|
|
New Zealand
|
Acushnet Osterreich GmbH
|
|
Austria
|
Acushnet Singapore Pte Ltd.
|
|
Singapore
|
Acushnet South Africa (Pty.) Ltd.
|
|
South Africa
|
Acushnet Sverige Aktiebolag
|
|
Sweden
|
Acushnet Titleist (Thailand) Limited
|
|
Thailand
|
Changsha Acushnet Sports Products Co. Ltd.
|
|
China
|
PG Golf LLC
|
|
Delaware
|
Webb Acquisition Co.
|
|
Delaware
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ DAVID MAHER
|
|
President and Chief Executive Officer (Principal Executive Officer)
|
|
February 28, 2019
|
David Maher
|
|
|
||
|
|
|
|
|
/s/ THOMAS PACHECO
|
|
Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
February 28, 2019
|
Thomas Pacheco
|
|
|
||
|
|
|
|
|
/s/ YOON SOO YOON
|
|
Chairman
|
|
February 28, 2019
|
Yoon Soo Yoon
|
|
|
||
|
|
|
|
|
/s/ JENNIFER ESTABROOK
|
|
Director
|
|
February 28, 2019
|
Jennifer Estabrook
|
|
|
||
|
|
|
|
|
/s/ GREGORY HEWETT
|
|
Director
|
|
February 28, 2019
|
Gregory Hewett
|
|
|
||
|
|
|
|
|
/s/ SEAN SULLIVAN
|
|
Director
|
|
February 28, 2019
|
Sean Sullivan
|
|
|
||
|
|
|
|
|
/s/ STEVEN TISHMAN
|
|
Director
|
|
February 28, 2019
|
Steven Tishman
|
|
|
||
|
|
|
|
|
/s/ WALTER UIHLEIN
|
|
Director
|
|
February 28, 2019
|
Walter Uihlein
|
|
|
||
|
|
|
|
|
/s/ NORMAN WESLEY
|
|
Director
|
|
February 28, 2019
|
Norman Wesley
|
|
|
||
|
|
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1.
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I have reviewed this Annual Report on Form 10‑K of Acushnet Holdings Corp.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ DAVID MAHER
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Name: David Maher
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President and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10‑K of Acushnet Holdings Corp.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ THOMAS PACHECO
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Name: Thomas Pacheco
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Executive Vice President, Chief Financial Officer and Chief Accounting Officer
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(1)
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the Annual Report on Form 10‑K for the year ended
December 31, 2018
, (the Periodic Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Acushnet Holdings Corp.
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Date: February 28, 2019
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By:
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/s/ DAVID MAHER
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Name:
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David Maher
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Title:
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President and Chief Executive Officer
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(1)
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the Annual Report on Form 10‑K for the year ended
December 31, 2018
, (the Periodic Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Acushnet Holdings Corp.
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Date: February 28, 2019
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By:
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/s/ THOMAS PACHECO
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Name:
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Thomas Pacheco
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Title:
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Executive Vice President, Chief Financial Officer and Chief Accounting Officer
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