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Form
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10-K
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Acushnet Holdings Corp.
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(Exact name of registrant as specified in its charter)
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Delaware
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|
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45-2644353
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(State or other jurisdiction of incorporation or organization)
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|
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(I.R.S. Employer Identification No.)
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|
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333 Bridge Street
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Fairhaven,
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Massachusetts
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02719
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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GOLF
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New York Stock Exchange
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Large accelerated filer
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☒
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Non-accelerated filer
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☐
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Accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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Part I
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|
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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Item 16.
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•
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Titleist Golf Balls. We continually invest in design innovation and process technology to deliver the highest performance and quality golf balls in the game. We strive to strengthen our sell-in and sell-through route to market capabilities by focusing on enhancing our sales team's skills, supporting trade partners in those channels where dedicated golfers shop, and educating golfers on Titleist golf ball performance and quality excellence. We also offer custom imprinting for country clubs, tournaments, corporate logos and personalization. My Titleist, an online golf shop, provides golfers with the opportunity to create and purchase their own golf balls with special play numbers, logos or personalization.
|
•
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Titleist Clubs, Wedges and Putters. We intend to continue to launch innovative, high performance golf clubs by further leveraging Titleist clubs’ R&D excellence in all club categories. To enhance the golfer experience, we plan to continue highly focused consumer connection initiatives, promote and encourage custom fitting and trial, and offer best-in-class custom manufacturing capabilities. We intend to continue to also develop and offer concept and limited edition products to showcase advanced technologies and we intend to continue to dedicate the resources necessary to ensure that Vokey Design wedges and Scotty Cameron putters remain golf's leaders in short game performance, technology, craftsmanship and selection.
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•
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FootJoy Footwear. We continue to invest in design and innovation to bring golf-specific performance advancements to the footwear category. With the launch of several new models in 2020, we plan to enrich our consumer connection initiatives with digital content, product trial and fit experiences in key global markets. Additionally, we have enhanced our MyJoys personalization platform, which supports millions of unique design combinations, to provide unique, personalized experiences for golfers around the world.
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•
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Titleist Golf Gear. We are committed to providing dedicated golfers with golf gear—including golf bags, headwear, gloves, travel gear, head covers and other accessories—of performance and quality excellence that is faithful to the Titleist brand promise. We continue to make investments in design and engineering resources and leverage dedicated player research methodologies and insights to drive product excellence in these product categories. Also, we seek to drive our custom and special edition product offerings and, in 2019, we enhanced our direct to consumer sales of golf bags, headwear, gloves, travel gear, headcovers and other accessories via our online golf shop.
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•
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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.
|
•
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FootJoy eCommerce Launch. FootJoy has established eCommerce websites in the U.S., Canada and certain European markets. Japan joined that list in 2019. Over 7,000 SKUs are offered across all FootJoy categories, including shoes, gloves and apparel. The eCommerce initiative is expected to yield incremental sales and profitability, and enriched data on preferences and trends, as well as foster a deeper and more real time connection with dedicated golfers.
|
•
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Links & Kings. In 2018, we acquired Links & Kings, a brand focused on the design and handcrafted production of luxury leather golf and lifestyle products. We intend to increase sales of Links & Kings products by increasing production capacity and leveraging our existing distribution channels.
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•
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KJUS Outerwear and Apparel. In the third quarter of 2019, we acquired KJUS, a brand which designs golf, ski and lifestyle apparel made of innovative, high-performance material with a distinctive, clean design. KJUS entered the golf outerwear and apparel markets less than a decade ago with a focus on comfort, freedom of movement and all-weather protection. We intend to continue to invest in design and innovation to deliver performance advancements in KJUS outerwear and apparel.
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•
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Titleist Apparel. Titleist introduced apparel in Korea, Japan and China with a focus on innovative performance and styling which is specifically designed for these markets using localized go-to-market strategies. We continue to invest in innovative designs and performance fabrics to bring advancements to the apparel category in the markets where Titleist apparel is sold.
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Utility Patents: 2015-2019
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||
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Golf Ball (967 Patents)
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Golf Club (1,486 Patents)
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•
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increased difficulty in protecting our intellectual property rights and trade secrets;
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•
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unexpected government action or changes in legal, trade, tax or regulatory requirements;
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•
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social, economic or political instability;
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•
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the effects of any anti‑American sentiments on our brands or sales of our products;
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•
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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;
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•
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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
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•
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increased exposure to interruptions in air carrier or ship services.
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•
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changes in consumer demand for our products or the products of our competitors;
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•
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new product introductions by us or our competitors;
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•
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failure to accurately forecast consumer acceptance of our products;
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•
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failure to anticipate consumer acceptance of new technologies;
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•
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inability to realize revenues from booking orders;
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•
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negative publicity associated with tours or golfers we endorse;
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•
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unanticipated changes in general market conditions or other factors, which may result in cancellations of advance orders or a reduction or increase in the rate of reorders placed by retailers;
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•
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weakening of economic conditions or consumer confidence in future economic conditions, which could reduce demand for discretionary items, such as our products;
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•
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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;
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•
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abnormal weather patterns or extreme weather conditions including hurricanes, floods and droughts, among others, which may disrupt economic activity; and
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•
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general economic conditions.
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•
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earthquake, fire, flood, hurricane and other natural disasters;
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•
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power loss, computer systems failure, Internet and telecommunications or data network failure; and
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•
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hackers, computer viruses, unauthorized access, software bugs or glitches.
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•
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fund ongoing operations;
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•
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take advantage of opportunities, including expansion of our business or the acquisition of complementary products, technologies or businesses;
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•
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develop new products; or
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•
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respond to competitive pressures.
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•
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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;
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•
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increasing our vulnerability to adverse economic, industry, or competitive developments;
|
•
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exposing us to the risk of increased interest rates because substantially all of our borrowings are at variable rates of interest;
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•
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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;
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•
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restricting us from making strategic acquisitions or causing us to make non‑strategic divestitures;
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•
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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
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•
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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.
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•
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incur, assume, or permit to exist additional indebtedness or guarantees;
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•
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incur liens;
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•
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make investments and loans;
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•
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pay dividends, make payments on, or redeem or repurchase capital stock;
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•
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engage in mergers, liquidations, dissolutions, asset sales, and other non-ordinary course dispositions (including sale leaseback transactions);
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•
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amend or otherwise alter terms of certain indebtedness or certain other agreements;
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•
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prepay, repurchase or redeem certain indebtedness;
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•
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enter into agreements limiting subsidiary distributions or containing negative pledge clauses;
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•
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engage in certain transactions with affiliates;
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•
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alter the nature of the business that we conduct;
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•
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change our fiscal year or accounting practices; or
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•
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enter into a transaction or series of transactions that constitutes a change of control.
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•
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although we do not have a stockholder rights plan, these provisions would allow us to authorize the issuance of undesignated preferred stock in connection with a stockholder rights plan or otherwise, the terms of which may be
|
•
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these provisions require advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;
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•
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these provisions prohibit stockholder action by written consent;
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•
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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.
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Name
|
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Age
|
|
Position
|
|
David Maher
|
|
52
|
|
|
President and Chief Executive Officer
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Mary Lou Bohn
|
|
59
|
|
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President, Titleist Golf Balls
|
Steven Pelisek
|
|
59
|
|
|
President, Titleist Golf Clubs
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John (Jay) Duke, Jr.
|
|
51
|
|
|
President, Titleist Golf Gear
|
Christopher Lindner
|
|
51
|
|
|
President, FootJoy
|
Thomas Pacheco
|
|
51
|
|
|
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
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Brendan Gibbons
|
|
44
|
|
|
Executive Vice President, Chief Legal Officer and Corporate Secretary
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Brendan Reidy
|
|
42
|
|
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Senior Vice President, Chief Human Resources Officer
|
|
|
28-Oct-16
|
|
31-Dec-16
|
|
31-Dec-17
|
|
31-Dec-18
|
|
31-Dec-19
|
Acushnet Holdings Corp.
|
|
$100.00
|
|
$109.81
|
|
$120.60
|
|
$123.14
|
|
$194.07
|
S&P 500
|
|
$100.00
|
|
$105.74
|
|
$128.83
|
|
$123.18
|
|
$161.96
|
S&P 500 Consumer Durables & Apparel
|
|
$100.00
|
|
$98.17
|
|
$116.41
|
|
$102.49
|
|
$137.74
|
Period
|
|
Total number of shares purchased(1)
|
|
Average price paid per share(1)
|
|
Total number of shares purchased as part of publicly announced plans or programs(1)
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs (1)(2)(3)
(in thousands)
|
||||||
October 1, 2019 - October 31, 2019
|
|
34,126
|
|
|
$
|
25.95
|
|
|
34,126
|
|
|
$
|
38,706
|
|
November 1, 2019 - November 30, 2019
|
|
64,000
|
|
|
30.43
|
|
|
64,000
|
|
|
36,758
|
|
||
December 1, 2019 - December 31, 2019
|
|
609,483
|
|
|
26.43
|
|
|
609,483
|
|
|
20,648
|
|
||
Total
|
|
707,609
|
|
|
$
|
26.77
|
|
|
707,609
|
|
|
$
|
20,648
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(in thousands, except share and per share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,681,357
|
|
|
$
|
1,633,721
|
|
|
$
|
1,560,258
|
|
|
$
|
1,572,275
|
|
|
$
|
1,502,958
|
|
Income from operations
|
185,653
|
|
|
172,335
|
|
|
169,828
|
|
|
142,501
|
|
|
117,431
|
|
|||||
Net income
|
124,565
|
|
|
103,072
|
|
|
103,201
|
|
|
49,515
|
|
|
4,156
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
(3,495
|
)
|
|
(3,200
|
)
|
|
(4,506
|
)
|
|
(4,503
|
)
|
|
(5,122
|
)
|
|||||
Net income (loss) attributable to Acushnet Holdings Corp.
|
121,070
|
|
|
99,872
|
|
|
98,695
|
|
|
45,012
|
|
|
(966
|
)
|
|||||
Dividends earned by preferred shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,576
|
)
|
|
(13,785
|
)
|
|||||
Allocation of undistributed earnings to preferred shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,247
|
)
|
|
—
|
|
|||||
Net income (loss) attributable to common shareholders-basic
|
121,070
|
|
|
99,872
|
|
|
98,695
|
|
|
23,189
|
|
|
(14,751
|
)
|
|||||
Net income (loss) attributable to common shareholders-diluted (1)
|
121,070
|
|
|
99,872
|
|
|
98,695
|
|
|
39,664
|
|
|
(14,751
|
)
|
|||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per common share attributable to Acushnet Holdings Corp.-basic (2)
|
$
|
1.61
|
|
|
$
|
1.34
|
|
|
$
|
1.33
|
|
|
$
|
0.74
|
|
|
$
|
(0.74
|
)
|
Net income (loss) per common share attributable to Acushnet Holdings Corp.-diluted (3)
|
1.60
|
|
|
1.32
|
|
|
1.32
|
|
|
0.62
|
|
|
(0.74
|
)
|
|||||
Weighted average number of common shares-basic (2)
|
75,418,204
|
|
|
74,766,176
|
|
|
74,399,836
|
|
|
31,247,643
|
|
|
19,939,293
|
|
|||||
Weighted average number of common shares-diluted (3)
|
75,759,605
|
|
|
75,472,342
|
|
|
74,590,999
|
|
|
64,323,742
|
|
|
19,939,293
|
|
|||||
Cash dividends declared per common share:
|
0.56
|
|
|
0.52
|
|
|
0.48
|
|
|
—
|
|
|
—
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrestricted cash (4)
|
$
|
32,142
|
|
|
$
|
29,006
|
|
|
$
|
45,411
|
|
|
$
|
76,058
|
|
|
$
|
54,409
|
|
Current assets less current liabilities, excluding the current portion of our long term debt and EAR plan liability
|
401,200
|
|
|
404,759
|
|
|
407,012
|
|
|
372,684
|
|
|
345,114
|
|
|||||
Total assets
|
1,817,049
|
|
|
1,691,621
|
|
|
1,733,905
|
|
|
1,736,171
|
|
|
1,758,973
|
|
|||||
Common stock warrant liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,884
|
|
|||||
Long-term debt, net including current portion, and long-term finance lease obligations (5)
|
348,201
|
|
|
382,578
|
|
|
443,689
|
|
|
367,098
|
|
|
797,151
|
|
|||||
EAR plan liability, including current portion (6)
|
—
|
|
|
—
|
|
|
—
|
|
|
151,511
|
|
|
169,566
|
|
|||||
Total liabilities
|
865,416
|
|
|
764,637
|
|
|
879,932
|
|
|
967,348
|
|
|
1,434,431
|
|
|||||
Convertible Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131,036
|
|
|||||
Total equity attributable to Acushnet Holdings Corp.
|
918,440
|
|
|
894,872
|
|
|
821,309
|
|
|
735,865
|
|
|
160,251
|
|
|||||
Total shareholders' equity
|
950,826
|
|
|
926,984
|
|
|
853,973
|
|
|
768,823
|
|
|
193,506
|
|
(1)
|
Reflects the impact to net income (loss) attributable to common shareholders of dilutive securities. Diluted net income (loss) attributable to common shareholders for the year ended December 31, 2015 does not include the effects of (i) the conversion of our Series A 7.5% redeemable convertible preferred stock (the “Convertible Preferred Stock”) to common shares, which Convertible Preferred Stock automatically converted into an aggregate of 16,542,243 shares of our common stock prior to the closing of our initial public offering, (ii) the conversion of our 7.5% convertible notes due 2021 (the “Convertible Notes”) to common shares, which Convertible Notes automatically converted into an aggregate of 32,624,820 shares of our common stock prior to the closing of our initial public
|
(2)
|
Basic net income (loss) per common share attributable to Acushnet Holdings Corp. is computed by dividing (A) net income (loss) attributable to Acushnet Holdings Corp. after adjusting for (i) dividends earned by preferred shareholders and (ii) allocations of undistributed earnings to preferred shareholders, by (B) basic weighted average common shares outstanding during the period.
|
(3)
|
Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. is computed by dividing (A) net income (loss) attributable to Acushnet Holdings Corp. after adjusting for (i) dividends earned by preferred shareholders, (ii) allocations of undistributed earnings to preferred shareholders and (iii) the impact to net income (loss) of any potentially dilutive securities, by (B) the weighted-average number of dilutive shares outstanding during the period, which has been adjusted to include any potentially dilutive securities. Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for the years ended December 31, 2019, 2018, 2017 and 2016 includes the potential dilutive securities associated with our restricted stock units (“RSUs”) and performance stock units (“PSUs”). Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for the year ended December 31, 2015 does not include the effects of (i) the conversion of the Convertible Preferred Stock to common shares, (ii) the conversion of the Convertible Notes to common shares, (iii) the exercise of our then outstanding common stock warrants or (iv) the exercise of then outstanding stock options, as the inclusion of these instruments would have been anti‑dilutive for the year ended December 31, 2015.
|
(4)
|
Includes cash of $7.7 million, $7.6 million, $12.1 million, $13.0 million, and $10.0 million as of December 31, 2019, 2018, 2017, 2016, and 2015, respectively, related to our FootJoy golf shoe joint venture. See "Notes to Consolidated Financial Statements – Note 2 – Summary of Significant Accounting Policies,” Item 8 of Part II, included elsewhere in this report, for further details on our FootJoy golf shoe joint venture.
|
(5)
|
Long‑term debt, net, including current portion, and long-term finance lease obligations consists of (i) long‑term debt and long-term finance lease obligations and (ii) the portion of any long‑term debt that is classified as a current liability on our balance sheet, in each case net of any unamortized discount and debt issuance costs on such outstanding amounts.
|
(6)
|
The Equity Appreciation Rights (“EAR”) as structured did not qualify for equity accounting treatment. As such, the liability was re‑measured at each reporting period based on our then‑current projection of our Common Stock Equivalent (“CSE”) value. The EAR plan expired on December 31, 2016 and the outstanding EAR liability of $151.5 million was settled in full by a cash payment to participants during the first quarter of 2017.
|
•
|
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,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
1,681,357
|
|
|
$
|
1,633,721
|
|
|
$
|
1,560,258
|
|
Cost of goods sold
|
809,122
|
|
|
791,370
|
|
|
758,401
|
|
|||
Gross profit
|
872,235
|
|
|
842,351
|
|
|
801,857
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
627,503
|
|
|
611,883
|
|
|
578,289
|
|
|||
Research and development
|
51,601
|
|
|
51,489
|
|
|
47,241
|
|
|||
Intangible amortization
|
7,478
|
|
|
6,644
|
|
|
6,499
|
|
|||
Income from operations
|
185,653
|
|
|
172,335
|
|
|
169,828
|
|
|||
Interest expense, net
|
19,613
|
|
|
18,402
|
|
|
15,709
|
|
|||
Other expense, net
|
875
|
|
|
3,629
|
|
|
2,443
|
|
|||
Income before income taxes
|
165,165
|
|
|
150,304
|
|
|
151,676
|
|
|||
Income tax expense
|
40,600
|
|
|
47,232
|
|
|
48,475
|
|
|||
Net income
|
124,565
|
|
|
103,072
|
|
|
103,201
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(3,495
|
)
|
|
(3,200
|
)
|
|
(4,506
|
)
|
|||
Net income attributable to Acushnet Holdings Corp.
|
$
|
121,070
|
|
|
$
|
99,872
|
|
|
$
|
98,695
|
|
Adjusted EBITDA:
|
|
|
|
|
|
||||||
Net income attributable to Acushnet Holdings Corp.
|
$
|
121,070
|
|
|
$
|
99,872
|
|
|
$
|
98,695
|
|
Interest expense, net
|
19,613
|
|
|
18,402
|
|
|
15,709
|
|
|||
Income tax expense
|
40,600
|
|
|
47,232
|
|
|
48,475
|
|
|||
Depreciation and amortization
|
43,002
|
|
|
40,496
|
|
|
40,871
|
|
|||
Share-based compensation
|
10,975
|
|
|
18,563
|
|
|
15,285
|
|
|||
Transaction fees
|
2,654
|
|
|
599
|
|
|
686
|
|
|||
Executive pension settlement (a)
|
—
|
|
|
2,543
|
|
|
—
|
|
|||
Other non-cash gains, net (b)
|
(1,283
|
)
|
|
(81
|
)
|
|
(859
|
)
|
|||
Net income attributable to noncontrolling interests
|
3,495
|
|
|
3,200
|
|
|
4,506
|
|
|||
Adjusted EBITDA
|
$
|
240,126
|
|
|
$
|
230,826
|
|
|
$
|
223,368
|
|
Adjusted EBITDA margin
|
14.3
|
%
|
|
14.1
|
%
|
|
14.3
|
%
|
(a)
|
In the third quarter of 2018, our former CEO received lump-sum pension benefit payments in connection with his retirement, which resulted in a non-cash settlement expense of $2.5 million.
|
(b)
|
Includes non-cash indemnification expense (income) related to obligations owed to us by Beam and other non-cash (gains) losses, net that are included when calculating net income attributable to Acushnet Holdings Corp.
|
|
Year ended
|
|
|
|
|
|
Constant Currency
|
||||||||||||||
|
December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
$ change
|
|
% change
|
|
$ change
|
|
% change
|
||||||||||
Titleist golf balls
|
$
|
551.6
|
|
|
$
|
524.0
|
|
|
$
|
27.6
|
|
|
5.3
|
%
|
|
$
|
36.4
|
|
|
6.9
|
%
|
Titleist golf clubs
|
434.4
|
|
|
445.3
|
|
|
(10.9
|
)
|
|
(2.4
|
)%
|
|
(5.6
|
)
|
|
(1.3
|
)%
|
||||
Titleist golf gear
|
150.0
|
|
|
146.1
|
|
|
3.9
|
|
|
2.7
|
%
|
|
7.2
|
|
|
4.9
|
%
|
||||
FootJoy golf wear
|
441.9
|
|
|
439.7
|
|
|
2.2
|
|
|
0.5
|
%
|
|
11.0
|
|
|
2.5
|
%
|
|
Year ended
|
|
|
|
|
|
Constant Currency
|
||||||||||||||
|
December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
$ change
|
|
% change
|
|
$ change
|
|
% change
|
||||||||||
United States
|
$
|
884.8
|
|
|
$
|
826.1
|
|
|
$
|
58.7
|
|
|
7.1
|
%
|
|
$
|
58.7
|
|
|
7.1
|
%
|
EMEA
|
230.5
|
|
|
219.8
|
|
|
10.7
|
|
|
4.9
|
%
|
|
24.2
|
|
|
11.0
|
%
|
||||
Japan
|
182.7
|
|
|
199.1
|
|
|
(16.4
|
)
|
|
(8.2
|
)%
|
|
(18.6
|
)
|
|
(9.3
|
)%
|
||||
Korea
|
223.4
|
|
|
221.1
|
|
|
2.3
|
|
|
1.0
|
%
|
|
15.7
|
|
|
7.1
|
%
|
||||
Rest of world
|
160.0
|
|
|
167.6
|
|
|
(7.6
|
)
|
|
(4.5
|
)%
|
|
(2.1
|
)
|
|
(1.3
|
)%
|
||||
Total net sales
|
$
|
1,681.4
|
|
|
$
|
1,633.7
|
|
|
$
|
47.7
|
|
|
2.9
|
%
|
|
$
|
77.9
|
|
|
4.8
|
%
|
|
Year ended
|
|
|
|
|
|
Constant Currency
|
||||||||||||||
|
December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
$ change
|
|
% change
|
|
$ change
|
|
% change
|
||||||||||
United States
|
$
|
826.1
|
|
|
$
|
789.9
|
|
|
$
|
36.2
|
|
|
4.6
|
%
|
|
$
|
36.2
|
|
|
4.6
|
%
|
EMEA
|
219.8
|
|
|
205.2
|
|
|
14.6
|
|
|
7.1
|
%
|
|
2.6
|
|
|
1.3
|
%
|
||||
Japan
|
199.1
|
|
|
201.3
|
|
|
(2.2
|
)
|
|
(1.1
|
)%
|
|
(5.7
|
)
|
|
(2.8
|
)%
|
||||
Korea
|
221.1
|
|
|
200.4
|
|
|
20.7
|
|
|
10.4
|
%
|
|
13.7
|
|
|
6.8
|
%
|
||||
Rest of world
|
167.6
|
|
|
163.5
|
|
|
4.1
|
|
|
2.5
|
%
|
|
2.0
|
|
|
1.2
|
%
|
||||
Total net sales
|
$
|
1,633.7
|
|
|
$
|
1,560.3
|
|
|
$
|
73.4
|
|
|
4.7
|
%
|
|
$
|
48.8
|
|
|
3.1
|
%
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
134,283
|
|
|
$
|
163,733
|
|
|
$
|
(27,037
|
)
|
Investing activities
|
(61,060
|
)
|
|
(49,703
|
)
|
|
(18,845
|
)
|
|||
Financing activities
|
(70,328
|
)
|
|
(128,883
|
)
|
|
9,255
|
|
|||
Effect of foreign exchange rate changes on cash and restricted cash
|
275
|
|
|
(1,855
|
)
|
|
5,209
|
|
|||
Net increase (decrease) in cash and restricted cash
|
$
|
3,170
|
|
|
$
|
(16,708
|
)
|
|
$
|
(31,418
|
)
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
|
|
Less than
|
|
1-3
|
|
4-5
|
|
After
|
||||||||||
(in thousands)
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
5 Years
|
||||||||||
Long-term debt obligations (1)
|
$
|
350,000
|
|
|
$
|
17,500
|
|
|
$
|
35,000
|
|
|
$
|
297,500
|
|
|
$
|
—
|
|
Interest payments related to debt obligations (2)
|
50,708
|
|
|
11,301
|
|
|
20,854
|
|
|
18,553
|
|
|
—
|
|
|||||
Pension and other postretirement benefit obligations
|
279,814
|
|
|
24,115
|
|
|
47,914
|
|
|
56,701
|
|
|
151,084
|
|
|||||
Purchase obligations (3)
|
144,383
|
|
|
128,242
|
|
|
13,442
|
|
|
1,096
|
|
|
1,603
|
|
|||||
Lease obligations (4)
|
51,082
|
|
|
14,232
|
|
|
17,173
|
|
|
7,257
|
|
|
12,420
|
|
|||||
Total
|
$
|
875,987
|
|
|
$
|
195,390
|
|
|
$
|
134,383
|
|
|
$
|
381,107
|
|
|
$
|
165,107
|
|
(1)
|
Long‑term debt obligations consisted of the outstanding principal of our term loan facility.
|
(2)
|
Interest payments related to debt obligations assumes that all debt outstanding as of December 31, 2019 remains outstanding until maturity and is calculated based on interest rates in effect as of December 31, 2019. Unused commitment fees related to our revolving credit facility have also been included in this calculation.
|
(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, 2019.
|
(4)
|
We lease certain warehouses, distribution and office facilities, vehicles and equipment under finance and operating leases. Lease obligations represent the future undiscounted cash flows on these leases. Certain leases include one or more options to renew, with renewal terms that can extend the lease term up to three years. The future lease obligations would change if we were to exercise these options or if we were to enter into additional leases. See “Notes to Consolidated Financial Statements-Note 4-Leases,” Item 8 of Part II, included elsewhere in this report, for disclosures related to these lease obligations.
|
•
|
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.SCH
|
|
XBRL Taxonomy Extension Schema (filed herewith).
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase (filed herewith).
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase (filed herewith).
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase (filed herewith).
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase (filed herewith).
|
104
|
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
|
|
ACUSHNET HOLDINGS CORP.
|
||
|
|
||
|
By:
|
/s/ David Maher
|
|
|
|
Name:
|
David Maher
|
Date: February 27, 2020
|
|
Title:
|
President and Chief Executive Officer
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ David Maher
|
|
President and Chief Executive Officer (Principal Executive Officer)
|
|
February 27, 2020
|
David Maher
|
|
|
||
|
|
|
|
|
/s/ Thomas Pacheco
|
|
Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
February 27, 2020
|
Thomas Pacheco
|
|
|
||
|
|
|
|
|
*
|
|
Chairman
|
|
February 27, 2020
|
Yoon Soo Yoon
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2020
|
Jennifer Estabrook
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2020
|
Gregory Hewett
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2020
|
Sean Sullivan
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2020
|
Steven Tishman
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2020
|
Walter Uihlein
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2020
|
Keun Chang Yoon
|
|
|
|
*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, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and restricted cash ($8,514 and $8,436 attributable to the variable interest entity ("VIE"))
|
$
|
34,184
|
|
|
$
|
31,014
|
|
Accounts receivable, net
|
215,428
|
|
|
186,114
|
|
||
Inventories ($11,958 and $9,658 attributable to the VIE)
|
398,368
|
|
|
361,207
|
|
||
Other assets
|
94,838
|
|
|
85,666
|
|
||
Total current assets
|
742,818
|
|
|
664,001
|
|
||
Property, plant and equipment, net ($11,374 and $11,615 attributable to the VIE)
|
231,575
|
|
|
228,388
|
|
||
Goodwill ($32,312 and $32,312 attributable to the VIE)
|
214,056
|
|
|
209,671
|
|
||
Intangible assets, net
|
480,794
|
|
|
478,257
|
|
||
Deferred income taxes
|
70,541
|
|
|
78,028
|
|
||
Other assets ($2,517 and $2,593 attributable to the VIE)
|
77,265
|
|
|
33,276
|
|
||
Total assets
|
$
|
1,817,049
|
|
|
$
|
1,691,621
|
|
Liabilities, Redeemable Noncontrolling Interest and Shareholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Short-term debt
|
$
|
54,123
|
|
|
$
|
920
|
|
Current portion of long-term debt
|
17,500
|
|
|
35,625
|
|
||
Accounts payable ($8,360 and $6,882 attributable to the VIE)
|
102,335
|
|
|
86,045
|
|
||
Accrued taxes
|
36,032
|
|
|
38,268
|
|
||
Accrued compensation and benefits ($3,542 and $1,634 attributable to the VIE)
|
72,465
|
|
|
77,181
|
|
||
Accrued expenses and other liabilities ($4,468 and $3,462 attributable to the VIE)
|
76,663
|
|
|
56,828
|
|
||
Total current liabilities
|
359,118
|
|
|
294,867
|
|
||
Long-term debt
|
330,701
|
|
|
346,953
|
|
||
Deferred income taxes
|
4,837
|
|
|
4,635
|
|
||
Accrued pension and other postretirement benefits
|
118,852
|
|
|
102,077
|
|
||
Other noncurrent liabilities ($5,202 and $4,831 attributable to the VIE)
|
51,908
|
|
|
16,105
|
|
||
Total liabilities
|
865,416
|
|
|
764,637
|
|
||
Commitments and contingencies (Note 22)
|
|
|
|
||||
Redeemable noncontrolling interest
|
807
|
|
|
—
|
|
||
Shareholders' equity
|
|
|
|
||||
Common stock, $0.001 par value, 500,000,000 shares authorized; 75,619,587 and 74,760,062 shares issued
|
76
|
|
|
75
|
|
||
Additional paid-in capital
|
910,507
|
|
|
910,890
|
|
||
Accumulated other comprehensive loss, net of tax
|
(112,028
|
)
|
|
(89,039
|
)
|
||
Retained earnings
|
151,039
|
|
|
72,946
|
|
||
Treasury stock, at cost; 1,183,966 shares (including 56,000 of accrued share repurchase) and no shares (Note 15)
|
(31,154
|
)
|
|
—
|
|
||
Total equity attributable to Acushnet Holdings Corp.
|
918,440
|
|
|
894,872
|
|
||
Noncontrolling interests
|
32,386
|
|
|
32,112
|
|
||
Total shareholders' equity
|
950,826
|
|
|
926,984
|
|
||
Total liabilities, redeemable noncontrolling interest and shareholders' equity
|
$
|
1,817,049
|
|
|
$
|
1,691,621
|
|
|
Year ended December 31,
|
||||||||||
(in thousands, except share and per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
1,681,357
|
|
|
$
|
1,633,721
|
|
|
$
|
1,560,258
|
|
Cost of goods sold
|
809,122
|
|
|
791,370
|
|
|
758,401
|
|
|||
Gross profit
|
872,235
|
|
|
842,351
|
|
|
801,857
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
627,503
|
|
|
611,883
|
|
|
578,289
|
|
|||
Research and development
|
51,601
|
|
|
51,489
|
|
|
47,241
|
|
|||
Intangible amortization
|
7,478
|
|
|
6,644
|
|
|
6,499
|
|
|||
Income from operations
|
185,653
|
|
|
172,335
|
|
|
169,828
|
|
|||
Interest expense, net (Note 18)
|
19,613
|
|
|
18,402
|
|
|
15,709
|
|
|||
Other expense, net
|
875
|
|
|
3,629
|
|
|
2,443
|
|
|||
Income before income taxes
|
165,165
|
|
|
150,304
|
|
|
151,676
|
|
|||
Income tax expense
|
40,600
|
|
|
47,232
|
|
|
48,475
|
|
|||
Net income
|
124,565
|
|
|
103,072
|
|
|
103,201
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(3,495
|
)
|
|
(3,200
|
)
|
|
(4,506
|
)
|
|||
Net income attributable to Acushnet Holdings Corp.
|
$
|
121,070
|
|
|
$
|
99,872
|
|
|
$
|
98,695
|
|
|
|
|
|
|
|
||||||
Net income per common share attributable to Acushnet Holdings Corp.:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.61
|
|
|
$
|
1.34
|
|
|
$
|
1.33
|
|
Diluted
|
1.60
|
|
|
1.32
|
|
|
1.32
|
|
|||
Weighted average number of common shares:
|
|
|
|
|
|
||||||
Basic
|
75,418,204
|
|
|
74,766,176
|
|
|
74,399,836
|
|
|||
Diluted
|
75,759,605
|
|
|
75,472,342
|
|
|
74,590,999
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
124,565
|
|
|
$
|
103,072
|
|
|
$
|
103,201
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
666
|
|
|
(11,971
|
)
|
|
26,964
|
|
|||
Cash flow derivative instruments
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) arising during period
|
3,305
|
|
|
6,222
|
|
|
(15,558
|
)
|
|||
Reclassification adjustments included in net income
|
(7,476
|
)
|
|
1,886
|
|
|
(1,329
|
)
|
|||
Tax benefit (expense)
|
909
|
|
|
(1,668
|
)
|
|
4,072
|
|
|||
Cash flow derivative instruments, net
|
(3,262
|
)
|
|
6,440
|
|
|
(12,815
|
)
|
|||
Available-for-sale securities
|
|
|
|
|
|
||||||
Unrealized holding gains arising during period
|
—
|
|
|
—
|
|
|
150
|
|
|||
Tax benefit
|
—
|
|
|
—
|
|
|
35
|
|
|||
Available-for-sale securities, net
|
—
|
|
|
—
|
|
|
185
|
|
|||
Pension and other postretirement benefits
|
|
|
|
|
|
||||||
Pension and other postretirement benefits adjustments
|
(26,537
|
)
|
|
5,690
|
|
|
(6,889
|
)
|
|||
Tax benefit (expense)
|
6,144
|
|
|
(1,375
|
)
|
|
1,698
|
|
|||
Pension and other postretirement benefits adjustments, net
|
(20,393
|
)
|
|
4,315
|
|
|
(5,191
|
)
|
|||
Total other comprehensive (loss) income
|
(22,989
|
)
|
|
(1,216
|
)
|
|
9,143
|
|
|||
Comprehensive income
|
101,576
|
|
|
101,856
|
|
|
112,344
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(3,577
|
)
|
|
(3,114
|
)
|
|
(4,524
|
)
|
|||
Comprehensive income attributable to Acushnet Holdings Corp.
|
$
|
97,999
|
|
|
$
|
98,742
|
|
|
$
|
107,820
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
124,565
|
|
|
$
|
103,072
|
|
|
$
|
103,201
|
|
Adjustments to reconcile net income to cash provided by (used in) operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
43,002
|
|
|
40,496
|
|
|
40,871
|
|
|||
Unrealized foreign exchange loss (gain)
|
215
|
|
|
3,960
|
|
|
(4,028
|
)
|
|||
Amortization of debt issuance costs
|
1,884
|
|
|
1,409
|
|
|
1,321
|
|
|||
Share-based compensation
|
10,975
|
|
|
18,563
|
|
|
15,285
|
|
|||
Loss on disposals of property, plant and equipment
|
13
|
|
|
128
|
|
|
912
|
|
|||
Deferred income taxes
|
8,474
|
|
|
15,541
|
|
|
21,272
|
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
||||||
Accounts receivable
|
(27,092
|
)
|
|
571
|
|
|
(2,592
|
)
|
|||
Inventories
|
(25,168
|
)
|
|
805
|
|
|
(28,372
|
)
|
|||
Accounts payable
|
10,851
|
|
|
(5,789
|
)
|
|
974
|
|
|||
Accrued taxes
|
2,655
|
|
|
4,311
|
|
|
(10,283
|
)
|
|||
Other assets and liabilities
|
(16,091
|
)
|
|
(19,334
|
)
|
|
(165,598
|
)
|
|||
Cash flows provided by (used in) operating activities
|
134,283
|
|
|
163,733
|
|
|
(27,037
|
)
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(32,956
|
)
|
|
(32,801
|
)
|
|
(18,845
|
)
|
|||
Business acquisitions, net of cash acquired
|
(28,104
|
)
|
|
(16,902
|
)
|
|
—
|
|
|||
Cash flows used in investing activities
|
(61,060
|
)
|
|
(49,703
|
)
|
|
(18,845
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds (repayments) of short-term borrowings, net
|
54,115
|
|
|
(17,742
|
)
|
|
(25,548
|
)
|
|||
Proceeds from term loan facility
|
350,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from delayed draw term loan A facility
|
—
|
|
|
—
|
|
|
100,000
|
|
|||
Repayments of term loan A facility
|
(330,469
|
)
|
|
(21,094
|
)
|
|
(18,750
|
)
|
|||
Repayments of delayed draw term loan A facility
|
(54,375
|
)
|
|
(40,625
|
)
|
|
(5,000
|
)
|
|||
Purchases of common stock
|
(29,352
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(2,373
|
)
|
|
(381
|
)
|
|
—
|
|
|||
Dividends paid on common stock
|
(43,490
|
)
|
|
(39,057
|
)
|
|
(35,744
|
)
|
|||
Dividends paid to noncontrolling interests
|
(3,354
|
)
|
|
(7,350
|
)
|
|
(4,800
|
)
|
|||
Payment of employee restricted stock tax withholdings
|
(11,030
|
)
|
|
(2,634
|
)
|
|
(903
|
)
|
|||
Cash flows (used in) provided by financing activities
|
(70,328
|
)
|
|
(128,883
|
)
|
|
9,255
|
|
|||
Effect of foreign exchange rate changes on cash and restricted cash
|
275
|
|
|
(1,855
|
)
|
|
5,209
|
|
|||
Net increase (decrease) in cash and restricted cash
|
3,170
|
|
|
(16,708
|
)
|
|
(31,418
|
)
|
|||
Cash and restricted cash, beginning of year
|
31,014
|
|
|
47,722
|
|
|
79,140
|
|
|||
Cash and restricted cash, end of year
|
$
|
34,184
|
|
|
$
|
31,014
|
|
|
$
|
47,722
|
|
Supplemental information
|
|
|
|
|
|
||||||
Cash paid for interest to third parties
|
$
|
18,218
|
|
|
$
|
18,344
|
|
|
$
|
15,488
|
|
Cash paid for income taxes
|
31,269
|
|
|
27,389
|
|
|
35,949
|
|
|||
Non-cash additions to property, plant and equipment
|
2,820
|
|
|
2,568
|
|
|
2,876
|
|
|||
Dividend equivalents rights ("DERs") declared not paid
|
775
|
|
|
882
|
|
|
801
|
|
|||
Share repurchase liability (Note 15)
|
1,802
|
|
|
—
|
|
|
—
|
|
|||
Non-cash loan to noncontrolling interest (Note 21)
|
4,392
|
|
|
—
|
|
|
—
|
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings (Deficit)
|
|
Treasury Stock
|
|
Total
Shareholders'
Equity
Attributable
to Acushnet
Holdings Corp.
|
|
Noncontrolling
Interests
|
|
Total
Shareholders'
Equity
|
|||||||||||||||||||
(in thousands)
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balances as of 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 16)
|
|
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 as of 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 21)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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 16)
|
|
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 as of December 31, 2018
|
|
74,760
|
|
|
75
|
|
|
910,890
|
|
|
(89,039
|
)
|
|
72,946
|
|
|
—
|
|
|
894,872
|
|
|
32,112
|
|
|
926,984
|
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121,070
|
|
|
—
|
|
|
121,070
|
|
|
3,628
|
|
|
124,698
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,989
|
)
|
|
—
|
|
|
—
|
|
|
(22,989
|
)
|
|
—
|
|
|
(22,989
|
)
|
||||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
10,647
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,647
|
|
|
—
|
|
|
10,647
|
|
||||||||
Vesting of restricted common stock, including impact of DERs, net of shares withheld for employee taxes (Note 16)
|
|
860
|
|
|
1
|
|
|
(11,030
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,029
|
)
|
|
—
|
|
|
(11,029
|
)
|
||||||||
Purchases of common stock (Note 15)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,352
|
)
|
|
(29,352
|
)
|
|
—
|
|
|
(29,352
|
)
|
||||||||
Share repurchase liability (Note 15)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,802
|
)
|
|
(1,802
|
)
|
|
—
|
|
|
(1,802
|
)
|
||||||||
Dividends and dividend equivalents declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,977
|
)
|
|
—
|
|
|
(42,977
|
)
|
|
—
|
|
|
(42,977
|
)
|
||||||||
Dividends declared to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,354
|
)
|
|
(3,354
|
)
|
||||||||
Balances at December 31, 2019
|
|
75,620
|
|
|
$
|
76
|
|
|
$
|
910,507
|
|
|
$
|
(112,028
|
)
|
|
$
|
151,039
|
|
|
$
|
(31,154
|
)
|
|
$
|
918,440
|
|
|
$
|
32,386
|
|
|
$
|
950,826
|
|
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.
|
(in thousands)
|
|
|
|
Year ended
|
||
Lease costs
|
|
Location in Statement of Operations
|
|
December 31, 2019
|
||
Operating
|
|
Cost of goods sold
|
|
$
|
2,361
|
|
|
|
Selling, general and administrative
|
|
11,775
|
|
|
|
|
Research and development
|
|
773
|
|
|
|
|
|
|
|
||
Finance
|
|
|
|
|
|
|
Amortization of lease assets
|
|
Selling, general and administrative
|
|
8
|
|
|
Interest on lease liabilities
|
|
Interest expense, net
|
|
2
|
|
|
Total lease cost
|
|
|
|
$
|
14,919
|
|
(in thousands)
|
|
Balance Sheet Location
|
|
December 31, 2019
|
||
Right-of-use assets
|
|
|
|
|
||
Operating
|
|
Other noncurrent assets
|
|
$
|
44,407
|
|
Finance
|
|
Property, plant and equipment, net
|
|
281
|
|
|
|
|
Total lease assets
|
|
$
|
44,688
|
|
|
|
|
|
|
||
Lease liabilities
|
|
|
|
|
||
Operating
|
|
Accrued expenses and other liabilities
|
|
$
|
11,336
|
|
Finance
|
|
Accrued expenses and other liabilities
|
|
8
|
|
|
Operating
|
|
Other noncurrent liabilities
|
|
34,137
|
|
|
Finance
|
|
Long-term debt
|
|
273
|
|
|
|
|
Total lease liabilities
|
|
$
|
45,754
|
|
|
|
December 31, 2019
|
|
Weighted average remaining lease term (years):
|
|
|
|
Operating
|
|
5.8
|
|
Finance
|
|
5.9
|
|
Weighted average discount rate:
|
|
|
|
Operating
|
|
3.42
|
%
|
Finance
|
|
4.18
|
%
|
|
|
Operating
|
|
Finance
|
|
|
||||||
(in thousands)
|
|
Leases
|
|
Leases
|
|
Total
|
||||||
2020
|
|
$
|
14,173
|
|
|
$
|
59
|
|
|
$
|
14,232
|
|
2021
|
|
10,321
|
|
|
57
|
|
|
10,378
|
|
|||
2022
|
|
6,740
|
|
|
55
|
|
|
6,795
|
|
|||
2023
|
|
3,889
|
|
|
53
|
|
|
3,942
|
|
|||
2024
|
|
3,264
|
|
|
51
|
|
|
3,315
|
|
|||
Thereafter
|
|
12,379
|
|
|
41
|
|
|
12,420
|
|
|||
Total future lease payments
|
|
50,766
|
|
|
316
|
|
|
51,082
|
|
|||
Less: Interest
|
|
(5,293
|
)
|
|
(35
|
)
|
|
(5,328
|
)
|
|||
Present value of lease liabilities
|
|
$
|
45,473
|
|
|
$
|
281
|
|
|
$
|
45,754
|
|
|
|
|
|
|
|
|
||||||
Accrued expenses and other liabilities
|
|
$
|
11,336
|
|
|
$
|
8
|
|
|
$
|
11,344
|
|
Other noncurrent liabilities
|
|
34,137
|
|
|
—
|
|
|
34,137
|
|
|||
Long-term debt
|
|
—
|
|
|
273
|
|
|
273
|
|
|||
Total lease liabilities
|
|
$
|
45,473
|
|
|
$
|
281
|
|
|
$
|
45,754
|
|
(in thousands)
|
|
|
||
Year ending December 31,
|
|
|
||
2019
|
|
$
|
13,119
|
|
2020
|
|
11,053
|
|
|
2021
|
|
7,984
|
|
|
2022
|
|
5,345
|
|
|
2023
|
|
3,133
|
|
|
Thereafter
|
|
13,852
|
|
|
Total minimum rental payments
|
|
$
|
54,486
|
|
|
|
Year ended
|
||
(in thousands)
|
|
December 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows for operating leases
|
|
$
|
14,804
|
|
Operating cash flows for finance leases
|
|
2
|
|
|
Financing cash flows for finance leases
|
|
8
|
|
|
Non-cash right-of-use assets obtained in exchange for lease obligations:
|
|
|
||
Operating leases
|
|
$
|
9,530
|
|
Finance leases
|
|
289
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
7,272
|
|
|
$
|
9,975
|
|
|
$
|
12,255
|
|
Bad debt expense
|
573
|
|
|
(583
|
)
|
|
337
|
|
|||
Amount of receivables written off
|
(2,706
|
)
|
|
(1,873
|
)
|
|
(3,300
|
)
|
|||
Foreign currency translation and other
|
199
|
|
|
(247
|
)
|
|
683
|
|
|||
Balance at end of year
|
$
|
5,338
|
|
|
$
|
7,272
|
|
|
$
|
9,975
|
|
(in thousands)
|
December 31,
2019 |
|
December 31,
2018 |
||||
Raw materials and supplies
|
$
|
87,675
|
|
|
$
|
71,068
|
|
Work-in-process
|
22,024
|
|
|
21,763
|
|
||
Finished goods
|
288,669
|
|
|
268,376
|
|
||
Inventories
|
$
|
398,368
|
|
|
$
|
361,207
|
|
(in thousands)
|
December 31,
2019 |
|
December 31,
2018 |
||||
Land
|
$
|
14,551
|
|
|
$
|
14,515
|
|
Buildings and improvements
|
146,727
|
|
|
142,113
|
|
||
Machinery and equipment
|
171,230
|
|
|
160,707
|
|
||
Furniture, computers and equipment
|
40,143
|
|
|
36,405
|
|
||
Computer software
|
70,458
|
|
|
62,517
|
|
||
Construction in progress
|
25,044
|
|
|
19,999
|
|
||
Property, plant and equipment, gross
|
468,153
|
|
|
436,256
|
|
||
Accumulated depreciation and amortization
|
(236,578
|
)
|
|
(207,868
|
)
|
||
Property, plant and equipment, net
|
$
|
231,575
|
|
|
$
|
228,388
|
|
(in thousands)
|
Titleist
Golf Balls
|
|
Titleist
Golf Clubs
|
|
Titleist
Golf Gear |
|
FootJoy
Golf Wear
|
|
Other
|
|
Total
|
||||||||||||
Balances at December 31, 2017
|
$
|
119,634
|
|
|
$
|
58,101
|
|
|
$
|
14,088
|
|
|
$
|
2,585
|
|
|
$
|
8,995
|
|
|
$
|
203,403
|
|
Acquisitions (Note 21)
|
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
|
|
||||||
Acquisitions (Note 21)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,749
|
|
|
4,749
|
|
||||||
Foreign currency translation
|
(214
|
)
|
|
(104
|
)
|
|
(25
|
)
|
|
(5
|
)
|
|
(16
|
)
|
|
(364
|
)
|
||||||
Balances at December 31, 2019
|
$
|
125,981
|
|
|
$
|
57,048
|
|
|
$
|
13,841
|
|
|
$
|
3,608
|
|
|
$
|
13,578
|
|
|
$
|
214,056
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(in thousands)
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
$
|
429,051
|
|
|
$
|
—
|
|
|
$
|
429,051
|
|
|
$
|
429,051
|
|
|
$
|
—
|
|
|
$
|
429,051
|
|
Amortizing:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
5,503
|
|
|
(492
|
)
|
|
5,011
|
|
|
1,600
|
|
|
(50
|
)
|
|
1,550
|
|
||||||
Completed technology
|
|
74,715
|
|
|
(46,370
|
)
|
|
28,345
|
|
|
73,900
|
|
|
(41,017
|
)
|
|
32,883
|
|
||||||
Customer relationships
|
|
27,127
|
|
|
(8,923
|
)
|
|
18,204
|
|
|
22,023
|
|
|
(7,250
|
)
|
|
14,773
|
|
||||||
Licensing fees and other
|
|
32,666
|
|
|
(32,483
|
)
|
|
183
|
|
|
32,384
|
|
|
(32,384
|
)
|
|
—
|
|
||||||
Total intangible assets
|
|
$
|
569,062
|
|
|
$
|
(88,268
|
)
|
|
$
|
480,794
|
|
|
$
|
558,958
|
|
|
$
|
(80,701
|
)
|
|
$
|
478,257
|
|
(in thousands)
|
|
||
Year ending December 31,
|
|
||
2020
|
$
|
7,835
|
|
2021
|
7,835
|
|
|
2022
|
7,835
|
|
|
2023
|
7,835
|
|
|
2024
|
7,815
|
|
|
Thereafter
|
12,588
|
|
|
Total
|
$
|
51,743
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
3,331
|
|
|
$
|
3,823
|
|
|
$
|
3,526
|
|
Provision
|
6,863
|
|
|
5,909
|
|
|
5,801
|
|
|||
Claims paid/costs incurred
|
(6,481
|
)
|
|
(6,315
|
)
|
|
(5,653
|
)
|
|||
Foreign currency translation and other
|
335
|
|
|
(86
|
)
|
|
149
|
|
|||
Balance at end of year
|
$
|
4,048
|
|
|
$
|
3,331
|
|
|
$
|
3,823
|
|
(in thousands)
|
December 31, 2019
|
|
December 31,
2018 |
||||
Term loan facility
|
$
|
350,000
|
|
|
$
|
—
|
|
Term loan A facility
|
—
|
|
|
330,469
|
|
||
Delayed draw term loan A facility
|
—
|
|
|
54,375
|
|
||
Revolving credit facility
|
50,321
|
|
|
—
|
|
||
Other short-term borrowings
|
3,802
|
|
|
920
|
|
||
Finance lease obligations
|
273
|
|
|
—
|
|
||
Debt issuance costs
|
(2,072
|
)
|
|
(2,266
|
)
|
||
Total
|
402,324
|
|
|
383,498
|
|
||
Less: short-term debt and current portion of long-term debt
|
71,623
|
|
|
36,545
|
|
||
Total long-term debt and finance lease obligations
|
$
|
330,701
|
|
|
$
|
346,953
|
|
•
|
100% of the net cash proceeds of all non‑ordinary course asset sales or other dispositions of property by the Company and its restricted subsidiaries (including insurance and condemnation proceeds, subject to de minimis thresholds), (1) if the Company does not reinvest those net cash proceeds in assets to be used in its business or to make certain other permitted investments, within 12 months of the receipt of such net cash proceeds or (2) if the Company commits to reinvest such net cash proceeds within 12 months of the receipt thereof, but does not reinvest such net cash proceeds within 18 months of the receipt thereof; and
|
•
|
100% of the net proceeds of any issuance or incurrence of debt by the Company or any of its restricted subsidiaries, other than debt permitted under the credit agreement.
|
(in thousands)
|
|
||
Year ending December 31,
|
|
||
2020
|
$
|
17,500
|
|
2021
|
17,500
|
|
|
2022
|
17,500
|
|
|
2023
|
17,500
|
|
|
2024
|
280,000
|
|
|
Total
|
$
|
350,000
|
|
(in thousands)
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Balance Sheet Location
|
|
Hedge Instrument Type
|
|
|
||||||
Other current assets
|
|
Foreign exchange forward
|
|
$
|
4,549
|
|
|
$
|
6,116
|
|
Other noncurrent assets
|
|
Foreign exchange forward
|
|
1,109
|
|
|
1,015
|
|
||
Accrued expenses and other liabilities
|
|
Foreign exchange forward
|
|
2,561
|
|
|
578
|
|
||
|
|
Interest rate swap
|
|
1,862
|
|
|
526
|
|
||
Other noncurrent liabilities
|
|
Foreign exchange forward
|
|
115
|
|
|
161
|
|
||
|
|
Interest rate swap
|
|
789
|
|
|
925
|
|
|
Gain (Loss) Recognized in
Other Comprehensive Loss
|
||||||||||
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Type of hedge
|
|
|
|
|
|
||||||
Foreign exchange forward
|
$
|
5,490
|
|
|
$
|
8,148
|
|
|
$
|
(15,558
|
)
|
Interest rate swap
|
(2,185
|
)
|
|
(1,926
|
)
|
|
—
|
|
|||
|
$
|
3,305
|
|
|
$
|
6,222
|
|
|
$
|
(15,558
|
)
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Location of gain (loss) in statement of operations
|
|
|
|
|
|
|
||||||
Foreign exchange forward:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
$
|
8,465
|
|
|
$
|
(1,410
|
)
|
|
$
|
1,329
|
|
Selling, general and administrative (1)
|
|
204
|
|
|
1,665
|
|
|
(2,732
|
)
|
|||
Total
|
|
$
|
8,669
|
|
|
$
|
255
|
|
|
$
|
(1,403
|
)
|
|
|
|
|
|
|
|
||||||
Interest Rate Swap:
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
$
|
(989
|
)
|
|
$
|
(476
|
)
|
|
$
|
—
|
|
Total
|
|
$
|
(989
|
)
|
|
$
|
(476
|
)
|
|
$
|
—
|
|
|
Fair Value Measurements as of
|
|
|
||||||||||
|
December 31, 2019 using:
|
|
|
||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance Sheet Location
|
||||||
Assets
|
|
|
|
|
|
|
|
||||||
Rabbi trust
|
$
|
6,070
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other current assets
|
Foreign exchange derivative instruments
|
—
|
|
|
4,549
|
|
|
—
|
|
|
Other current assets
|
|||
Deferred compensation program assets
|
870
|
|
|
—
|
|
|
—
|
|
|
Other noncurrent assets
|
|||
Foreign exchange derivative instruments
|
—
|
|
|
1,109
|
|
|
—
|
|
|
Other noncurrent assets
|
|||
Total assets
|
$
|
6,940
|
|
|
$
|
5,658
|
|
|
$
|
—
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||
Foreign exchange derivative instruments
|
$
|
—
|
|
|
$
|
2,561
|
|
|
$
|
—
|
|
|
Accrued expenses and other liabilities
|
Interest rate swap derivative instrument
|
—
|
|
|
1,862
|
|
|
—
|
|
|
Accrued expenses and other liabilities
|
|||
Deferred compensation program liabilities
|
870
|
|
|
—
|
|
|
—
|
|
|
Other noncurrent liabilities
|
|||
Foreign exchange derivative instruments
|
—
|
|
|
115
|
|
|
—
|
|
|
Other noncurrent liabilities
|
|||
Interest rate swap derivative instrument
|
—
|
|
|
789
|
|
|
—
|
|
|
Other noncurrent liabilities
|
|||
Total liabilities
|
$
|
870
|
|
|
$
|
5,327
|
|
|
$
|
—
|
|
|
|
|
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 instruments
|
—
|
|
|
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 instruments
|
—
|
|
|
925
|
|
|
—
|
|
|
Other noncurrent liabilities
|
|||
Total liabilities
|
$
|
1,222
|
|
|
$
|
2,190
|
|
|
$
|
—
|
|
|
|
(in thousands)
|
Pension
Benefits
(Underfunded)
|
|
Pension
Benefits
(Overfunded)
|
|
Postretirement
Benefits
|
||||||
Change in projected benefit obligation ("PBO")
|
|
|
|
|
|
||||||
Benefit obligation at December 31, 2018
|
$
|
274,821
|
|
|
$
|
25,629
|
|
|
$
|
14,412
|
|
Service cost
|
8,839
|
|
|
—
|
|
|
574
|
|
|||
Interest cost
|
10,208
|
|
|
729
|
|
|
557
|
|
|||
Actuarial loss
|
47,077
|
|
|
2,628
|
|
|
2,288
|
|
|||
Curtailments
|
(116
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements
|
(27,438
|
)
|
|
—
|
|
|
—
|
|
|||
Plan amendments
|
1,464
|
|
|
—
|
|
|
—
|
|
|||
Participants’ contributions
|
—
|
|
|
—
|
|
|
498
|
|
|||
Benefit payments
|
(2,605
|
)
|
|
(639
|
)
|
|
(1,504
|
)
|
|||
Foreign currency translation
|
290
|
|
|
742
|
|
|
—
|
|
|||
Projected benefit obligation at December 31, 2019
|
312,540
|
|
|
29,089
|
|
|
16,825
|
|
|||
Accumulated benefit obligation at December 31, 2019
|
282,986
|
|
|
27,412
|
|
|
16,825
|
|
|||
Change in plan assets
|
|
|
|
|
|
||||||
Fair value of plan assets at December 31, 2018
|
176,044
|
|
|
40,700
|
|
|
—
|
|
|||
Return on plan assets
|
33,799
|
|
|
1,772
|
|
|
—
|
|
|||
Employer contributions
|
24,540
|
|
|
—
|
|
|
1,006
|
|
|||
Participants’ contributions
|
—
|
|
|
—
|
|
|
498
|
|
|||
Settlements
|
(27,438
|
)
|
|
—
|
|
|
—
|
|
|||
Benefit payments
|
(2,605
|
)
|
|
(639
|
)
|
|
(1,504
|
)
|
|||
Foreign currency translation
|
9
|
|
|
1,122
|
|
|
—
|
|
|||
Fair value of plan assets at December 31, 2019
|
204,349
|
|
|
42,955
|
|
|
—
|
|
|||
Funded status (fair value of plan assets less PBO)
|
$
|
(108,191
|
)
|
|
$
|
13,866
|
|
|
$
|
(16,825
|
)
|
(in thousands)
|
Pension
Benefits
(Underfunded)
|
|
Pension
Benefits
(Overfunded)
|
|
Postretirement
Benefits
|
||||||
Change in projected benefit obligation
|
|
|
|
|
|
||||||
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
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Other noncurrent assets
|
$
|
13,866
|
|
|
$
|
15,071
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued compensation and benefits
|
(5,357
|
)
|
|
(10,391
|
)
|
|
(807
|
)
|
|
(721
|
)
|
||||
Accrued pension and other postretirement benefits
|
(102,834
|
)
|
|
(88,386
|
)
|
|
(16,018
|
)
|
|
(13,691
|
)
|
||||
Net liability recognized
|
$
|
(94,325
|
)
|
|
$
|
(83,706
|
)
|
|
$
|
(16,825
|
)
|
|
$
|
(14,412
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
Year ended December 31,
|
|
Year ended December 31,
|
||||||||||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Net actuarial gain (loss) at beginning of year
|
$
|
(39,125
|
)
|
|
$
|
(44,892
|
)
|
|
$
|
(33,736
|
)
|
|
$
|
12,315
|
|
|
$
|
12,392
|
|
|
$
|
8,055
|
|
Actuarial gain (loss)
|
(27,123
|
)
|
|
(882
|
)
|
|
(14,554
|
)
|
|
(2,288
|
)
|
|
1,600
|
|
|
5,075
|
|
||||||
Prior service cost
|
(1,464
|
)
|
|
(285
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment impact
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement impact
|
4,324
|
|
|
4,982
|
|
|
2,740
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial (gain) loss
|
1,530
|
|
|
1,687
|
|
|
804
|
|
|
(1,436
|
)
|
|
(1,540
|
)
|
|
(601
|
)
|
||||||
Amortization of prior service cost (credit)
|
247
|
|
|
175
|
|
|
175
|
|
|
(137
|
)
|
|
(137
|
)
|
|
(137
|
)
|
||||||
Foreign currency translation
|
(190
|
)
|
|
187
|
|
|
(321
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net actuarial gain (loss) at end of year
|
$
|
(61,801
|
)
|
|
$
|
(39,125
|
)
|
|
$
|
(44,892
|
)
|
|
$
|
8,454
|
|
|
$
|
12,315
|
|
|
$
|
12,392
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
Year ended December 31,
|
|
Year ended December 31,
|
||||||||||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
8,839
|
|
|
$
|
9,067
|
|
|
$
|
9,217
|
|
|
$
|
574
|
|
|
$
|
657
|
|
|
$
|
955
|
|
Interest cost
|
10,937
|
|
|
11,897
|
|
|
11,832
|
|
|
557
|
|
|
490
|
|
|
713
|
|
||||||
Expected return on plan assets
|
(12,987
|
)
|
|
(13,041
|
)
|
|
(12,006
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment income
|
(118
|
)
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement expense
|
4,324
|
|
|
4,982
|
|
|
2,740
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net (gain) loss
|
1,530
|
|
|
1,687
|
|
|
804
|
|
|
(1,436
|
)
|
|
(1,540
|
)
|
|
(601
|
)
|
||||||
Amortization of prior service cost (credit)
|
247
|
|
|
175
|
|
|
175
|
|
|
(137
|
)
|
|
(137
|
)
|
|
(137
|
)
|
||||||
Net periodic benefit cost (credit)
|
$
|
12,772
|
|
|
$
|
14,670
|
|
|
$
|
12,762
|
|
|
$
|
(442
|
)
|
|
$
|
(530
|
)
|
|
$
|
930
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Discount rate
|
3.24
|
%
|
|
4.25
|
%
|
|
3.12
|
%
|
|
4.27
|
%
|
Rate of compensation increase
|
3.97
|
%
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Discount rate
|
4.25
|
%
|
|
3.62
|
%
|
|
4.17
|
%
|
|
4.27
|
%
|
|
3.61
|
%
|
|
4.08
|
%
|
Expected long-term rate of return on plan assets
|
5.84
|
%
|
|
5.77
|
%
|
|
5.77
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
4.00
|
%
|
|
4.01
|
%
|
|
4.02
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Healthcare cost trend rate assumed for next year
|
6.03%/8.44%
|
|
|
6.25%/9.00%
|
|
|
5.50%/8.50%
|
|
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
|
|
|
2027
|
|
|
2024
|
|
|
2019
|
|
2018
|
||||||||||||
(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
|
$
|
68
|
|
|
$
|
(61
|
)
|
|
$
|
72
|
|
|
$
|
(64
|
)
|
Effect on projected benefit obligation
|
710
|
|
|
(642
|
)
|
|
632
|
|
|
(572
|
)
|
(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
|
245,622
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
247,304
|
|
|
$
|
—
|
|
|
$
|
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
|
$
|
1,682
|
|
|
$
|
—
|
|
|
$
|
1,682
|
|
|
$
|
—
|
|
Commingled funds
|
|
|
|
|
|
|
|
||||||||
Measured at net asset value
|
215,062
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
216,744
|
|
|
$
|
—
|
|
|
$
|
1,682
|
|
|
$
|
—
|
|
(in thousands)
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
Year ending December 31,
|
|
|
|
||||
2020
|
$
|
23,308
|
|
|
$
|
807
|
|
2021
|
22,808
|
|
|
981
|
|
||
2022
|
23,017
|
|
|
1,108
|
|
||
2023
|
26,913
|
|
|
1,165
|
|
||
2024
|
27,333
|
|
|
1,290
|
|
||
Thereafter
|
144,095
|
|
|
6,989
|
|
||
|
$
|
267,474
|
|
|
$
|
12,340
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic operations
|
$
|
70,632
|
|
|
$
|
54,003
|
|
|
$
|
61,158
|
|
Foreign operations
|
94,533
|
|
|
96,301
|
|
|
90,518
|
|
|||
Income before income taxes
|
$
|
165,165
|
|
|
$
|
150,304
|
|
|
$
|
151,676
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Current expense (benefit)
|
|
|
|
|
|
||||||
United States
|
$
|
1,121
|
|
|
$
|
1,795
|
|
|
$
|
(906
|
)
|
Foreign
|
31,005
|
|
|
29,896
|
|
|
28,109
|
|
|||
Current income tax expense
|
32,126
|
|
|
31,691
|
|
|
27,203
|
|
|||
Deferred expense (benefit)
|
|
|
|
|
|
||||||
United States
|
9,539
|
|
|
16,222
|
|
|
21,189
|
|
|||
Foreign
|
(1,065
|
)
|
|
(681
|
)
|
|
83
|
|
|||
Deferred income tax expense
|
8,474
|
|
|
15,541
|
|
|
21,272
|
|
|||
Total income tax expense
|
$
|
40,600
|
|
|
$
|
47,232
|
|
|
$
|
48,475
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Income tax expense computed at federal statutory income tax rate
|
$
|
34,685
|
|
|
$
|
31,564
|
|
|
$
|
53,086
|
|
Foreign taxes, net of credits
|
714
|
|
|
13,316
|
|
|
(16,840
|
)
|
|||
Impact of the 2017 Tax Act
|
—
|
|
|
10,801
|
|
|
12,619
|
|
|||
Net adjustments for uncertain tax positions
|
799
|
|
|
771
|
|
|
508
|
|
|||
State and local taxes
|
1,832
|
|
|
2,349
|
|
|
1,313
|
|
|||
Equity appreciation rights
|
—
|
|
|
—
|
|
|
(765
|
)
|
|||
Nondeductible expenses
|
1,179
|
|
|
962
|
|
|
1,407
|
|
|||
Valuation allowance
|
2,882
|
|
|
(10,038
|
)
|
|
90
|
|
|||
Tax credits
|
(607
|
)
|
|
(2,800
|
)
|
|
(3,240
|
)
|
|||
Miscellaneous other, net
|
(884
|
)
|
|
307
|
|
|
297
|
|
|||
Income tax expense as reported
|
$
|
40,600
|
|
|
$
|
47,232
|
|
|
$
|
48,475
|
|
Effective income tax rate
|
24.6
|
%
|
|
31.4
|
%
|
|
32.0
|
%
|
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Deferred tax assets
|
|
|
|
||||
Compensation and benefits
|
$
|
13,208
|
|
|
$
|
14,036
|
|
Share-based compensation
|
2,682
|
|
|
7,446
|
|
||
Pension and other postretirement benefits
|
24,260
|
|
|
22,285
|
|
||
Inventories
|
15,379
|
|
|
11,505
|
|
||
R&D capitalization
|
12,925
|
|
|
6,449
|
|
||
Lease liability
|
9,669
|
|
|
—
|
|
||
Partnership investment
|
223
|
|
|
110
|
|
||
Transaction costs
|
1,365
|
|
|
1,580
|
|
||
Nondeductible accruals and reserves
|
6,907
|
|
|
7,248
|
|
||
Miscellaneous
|
2,802
|
|
|
2,379
|
|
||
Net operating loss and other tax carryforwards
|
74,586
|
|
|
80,671
|
|
||
Gross deferred tax assets
|
164,006
|
|
|
153,709
|
|
||
Valuation allowance
|
(18,424
|
)
|
|
(15,542
|
)
|
||
Total deferred tax assets
|
145,582
|
|
|
138,167
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment
|
(6,687
|
)
|
|
(8,057
|
)
|
||
Identifiable intangible assets
|
(62,349
|
)
|
|
(54,681
|
)
|
||
Right-of-use assets
|
(9,407
|
)
|
|
—
|
|
||
Foreign exchange derivative instruments
|
(154
|
)
|
|
(1,176
|
)
|
||
Miscellaneous
|
(1,281
|
)
|
|
(860
|
)
|
||
Total deferred tax liabilities
|
(79,878
|
)
|
|
(64,774
|
)
|
||
Net deferred tax asset
|
$
|
65,704
|
|
|
$
|
73,393
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Valuation allowance at beginning of year
|
$
|
15,542
|
|
|
$
|
25,579
|
|
|
$
|
21,726
|
|
Increases (decreases) recorded to income tax provision
|
2,882
|
|
|
(10,037
|
)
|
|
3,853
|
|
|||
Valuation allowance at end of year
|
$
|
18,424
|
|
|
$
|
15,542
|
|
|
$
|
25,579
|
|
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized tax benefits at beginning of year
|
$
|
11,646
|
|
|
$
|
11,049
|
|
|
$
|
11,347
|
|
Gross additions - current year tax positions
|
787
|
|
|
801
|
|
|
1,159
|
|
|||
Gross additions - acquired tax positions
|
659
|
|
|
—
|
|
|
—
|
|
|||
Gross reductions - prior year tax positions
|
(248
|
)
|
|
(91
|
)
|
|
(348
|
)
|
|||
Gross reductions - Acquired tax positions settled with tax authorities
|
(461
|
)
|
|
(113
|
)
|
|
(1,241
|
)
|
|||
Impact of change in foreign exchange rates
|
(16
|
)
|
|
—
|
|
|
132
|
|
|||
Unrecognized tax benefits at end of year
|
$
|
12,367
|
|
|
$
|
11,646
|
|
|
$
|
11,049
|
|
|
Dividends
per Common Share
|
|
Amounts
(in thousands)
|
||||
2019:
|
|
|
|
||||
Fourth Quarter
|
$
|
0.14
|
|
|
$
|
10,718
|
|
Third Quarter
|
0.14
|
|
|
10,726
|
|
||
Second Quarter
|
0.14
|
|
|
10,751
|
|
||
First Quarter
|
0.14
|
|
|
10,782
|
|
||
Total dividends declared in 2019
|
$
|
0.56
|
|
|
$
|
42,977
|
|
|
|
|
|
||||
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
|
|
|
|
Year ended
|
||
(in thousands, except share and per share amounts)
|
|
December 31, 2019
|
||
Shares repurchased in the open market:
|
|
|
||
Shares repurchased
|
|
591,983
|
|
|
Average price
|
|
$
|
26.31
|
|
Aggregate value
|
|
$
|
15,577
|
|
Shares repurchased from Magnus:
|
|
|
||
Shares repurchased
|
|
535,983
|
|
|
Average price (1)
|
|
$
|
25.70
|
|
Aggregate value
|
|
$
|
13,775
|
|
Total shares repurchased:
|
|
|
||
Shares repurchased
|
|
1,127,966
|
|
|
Average price
|
|
$
|
26.02
|
|
Aggregate value
|
|
$
|
29,352
|
|
|
|
Number
of RSUs |
|
Weighted-
Average Fair Value RSUs |
|
Number
of PSUs |
|
Weighted-
Average Fair Value PSUs |
||||||
Outstanding as of December 31, 2017
|
|
874,942
|
|
|
$
|
20.15
|
|
|
1,185,912
|
|
|
$
|
20.29
|
|
Granted
|
|
473,724
|
|
|
23.49
|
|
|
—
|
|
|
—
|
|
||
Vested (1)
|
|
(466,834
|
)
|
|
20.52
|
|
|
(900,226
|
)
|
|
20.29
|
|
||
Forfeited
|
|
—
|
|
|
—
|
|
|
(285,686
|
)
|
|
20.29
|
|
||
Outstanding as of December 31, 2018
|
|
881,832
|
|
|
$
|
21.75
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
655,522
|
|
|
23.51
|
|
|
207,077
|
|
|
23.47
|
|
||
Vested (2)
|
|
(567,836
|
)
|
|
20.81
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
|
(22,275
|
)
|
|
23.92
|
|
|
—
|
|
|
—
|
|
||
Outstanding as of December 31, 2019
|
|
947,243
|
|
|
$
|
23.49
|
|
|
207,077
|
|
|
$
|
23.47
|
|
(1)
|
Included 63,490 shares of common stock related to RSUs and 900,226 shares of common stock related to PSUs that were not delivered as of December 31, 2018. The aggregate fair value of RSUs vested and PSUs vested was $10.0 million and $19.0 million, respectively.
|
(2)
|
Included 161,165 shares of common stock related to RSUs and no shares of common stock related to PSUs that were not delivered as of December 31, 2019. The aggregate fair value of RSUs vested was $12.9 million.
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
RSU
|
$
|
9,140
|
|
|
$
|
12,353
|
|
|
$
|
9,318
|
|
PSU
|
1,507
|
|
|
6,210
|
|
|
5,967
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of goods sold
|
$
|
722
|
|
|
$
|
680
|
|
|
$
|
408
|
|
Selling, general and administrative expense
|
9,402
|
|
|
16,507
|
|
|
13,687
|
|
|||
Research and development
|
851
|
|
|
1,376
|
|
|
1,190
|
|
|||
Total compensation expense before income tax
|
10,975
|
|
|
18,563
|
|
|
15,285
|
|
|||
Income tax benefit
|
2,440
|
|
|
4,398
|
|
|
3,158
|
|
|||
Total compensation expense, net of tax
|
$
|
8,535
|
|
|
$
|
14,165
|
|
|
$
|
12,127
|
|
(in thousands)
|
Foreign
Currency
Translation
Adjustments
|
|
Gains (Losses) on
Foreign Exchange Derivative Instruments |
|
Gains (Losses) on
Interest Rate Swap Derivative Instruments |
|
Gains
on Available-
for-Sale
Securities
|
|
Pension and
Other
Postretirement
Adjustments
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||||||||
Balances as of December 31, 2017
|
$
|
(57,711
|
)
|
|
$
|
(2,280
|
)
|
|
$
|
—
|
|
|
$
|
1,721
|
|
|
$
|
(23,421
|
)
|
|
$
|
(81,691
|
)
|
Adoption of new accounting standards (Notes 2 & 14)
|
(2,171
|
)
|
|
—
|
|
|
—
|
|
|
(1,721
|
)
|
|
(2,240
|
)
|
|
(6,132
|
)
|
||||||
Other comprehensive income (loss) before reclassifications
|
(11,971
|
)
|
|
8,148
|
|
|
(1,926
|
)
|
|
—
|
|
|
620
|
|
|
(5,129
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
—
|
|
|
1,410
|
|
|
476
|
|
|
—
|
|
|
5,070
|
|
|
6,956
|
|
||||||
Tax benefit (expense)
|
—
|
|
|
(2,020
|
)
|
|
352
|
|
|
—
|
|
|
(1,375
|
)
|
|
(3,043
|
)
|
||||||
Balances as of December 31, 2018
|
$
|
(71,853
|
)
|
|
$
|
5,258
|
|
|
$
|
(1,098
|
)
|
|
$
|
—
|
|
|
$
|
(21,346
|
)
|
|
$
|
(89,039
|
)
|
Other comprehensive income (loss) before reclassifications
|
666
|
|
|
5,490
|
|
|
(2,185
|
)
|
|
—
|
|
|
(31,065
|
)
|
|
(27,094
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
—
|
|
|
(8,465
|
)
|
|
989
|
|
|
—
|
|
|
4,528
|
|
|
(2,948
|
)
|
||||||
Tax benefit
|
—
|
|
|
618
|
|
|
291
|
|
|
—
|
|
|
6,144
|
|
|
7,053
|
|
||||||
Balances as of December 31, 2019
|
$
|
(71,187
|
)
|
|
$
|
2,901
|
|
|
$
|
(2,003
|
)
|
|
$
|
—
|
|
|
$
|
(41,739
|
)
|
|
$
|
(112,028
|
)
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Third party interest expense
|
$
|
19,472
|
|
|
$
|
19,171
|
|
|
$
|
16,907
|
|
Loss on interest rate swap
|
989
|
|
|
476
|
|
|
—
|
|
|||
Third party interest income
|
(848
|
)
|
|
(1,245
|
)
|
|
(1,198
|
)
|
|||
Total interest expense, net
|
$
|
19,613
|
|
|
$
|
18,402
|
|
|
$
|
15,709
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Indemnification (gains) losses
|
$
|
(498
|
)
|
|
$
|
(258
|
)
|
|
$
|
177
|
|
Non-service cost component of net periodic benefit cost
|
2,917
|
|
|
4,416
|
|
|
3,520
|
|
|||
Other income
|
(1,544
|
)
|
|
(529
|
)
|
|
(1,254
|
)
|
|||
Total other expense, net
|
$
|
875
|
|
|
$
|
3,629
|
|
|
$
|
2,443
|
|
|
Year ended December 31,
|
||||||||||
(in thousands, except share and per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Net income attributable to Acushnet Holdings Corp.
|
$
|
121,070
|
|
|
$
|
99,872
|
|
|
$
|
98,695
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares:
|
|
|
|
|
|
||||||
Basic
|
75,418,204
|
|
|
74,766,176
|
|
|
74,399,836
|
|
|||
Diluted
|
75,759,605
|
|
|
75,472,342
|
|
|
74,590,999
|
|
|||
Net income per common share attributable to Acushnet Holdings Corp.:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.61
|
|
|
$
|
1.34
|
|
|
$
|
1.33
|
|
Diluted
|
$
|
1.60
|
|
|
$
|
1.32
|
|
|
$
|
1.32
|
|
|
Year ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
RSUs
|
1,013
|
|
|
13,885
|
|
|
360,659
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
|
|
|
|
||||||
Titleist golf balls
|
$
|
551,596
|
|
|
$
|
523,967
|
|
|
$
|
512,041
|
|
Titleist golf clubs
|
434,357
|
|
|
445,341
|
|
|
397,987
|
|
|||
Titleist golf gear
|
149,984
|
|
|
146,067
|
|
|
142,911
|
|
|||
FootJoy golf wear
|
441,871
|
|
|
439,681
|
|
|
437,455
|
|
|||
Other
|
103,549
|
|
|
78,665
|
|
|
69,864
|
|
|||
Total net sales
|
$
|
1,681,357
|
|
|
$
|
1,633,721
|
|
|
$
|
1,560,258
|
|
Segment operating income
|
|
|
|
|
|
||||||
Titleist golf balls
|
$
|
93,305
|
|
|
$
|
78,973
|
|
|
$
|
78,419
|
|
Titleist golf clubs
|
38,811
|
|
|
45,156
|
|
|
32,084
|
|
|||
Titleist golf gear
|
17,300
|
|
|
15,430
|
|
|
16,803
|
|
|||
FootJoy golf wear
|
24,429
|
|
|
17,974
|
|
|
27,038
|
|
|||
Other
|
15,043
|
|
|
15,560
|
|
|
14,904
|
|
|||
Total segment operating income
|
188,888
|
|
|
173,093
|
|
|
169,248
|
|
|||
Reconciling items:
|
|
|
|
|
|
||||||
Interest expense, net
|
(19,613
|
)
|
|
(18,402
|
)
|
|
(15,709
|
)
|
|||
Non-service cost component of net periodic benefit cost
|
(2,917
|
)
|
|
(4,416
|
)
|
|
(3,520
|
)
|
|||
Transaction fees
|
(2,654
|
)
|
|
(599
|
)
|
|
(686
|
)
|
|||
Other
|
1,461
|
|
|
628
|
|
|
2,343
|
|
|||
Total income before income tax
|
$
|
165,165
|
|
|
$
|
150,304
|
|
|
$
|
151,676
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
Titleist golf balls
|
$
|
22,694
|
|
|
$
|
24,155
|
|
|
$
|
25,545
|
|
Titleist golf clubs
|
7,451
|
|
|
7,408
|
|
|
7,233
|
|
|||
Titleist golf gear
|
1,603
|
|
|
1,531
|
|
|
1,425
|
|
|||
FootJoy golf wear
|
6,451
|
|
|
6,731
|
|
|
6,058
|
|
|||
Other
|
4,803
|
|
|
671
|
|
|
610
|
|
|||
Total depreciation and amortization
|
$
|
43,002
|
|
|
$
|
40,496
|
|
|
$
|
40,871
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
|
|
|
|
||||||
United States
|
$
|
884,791
|
|
|
$
|
826,111
|
|
|
$
|
789,879
|
|
EMEA (1)
|
230,465
|
|
|
219,803
|
|
|
205,200
|
|
|||
Japan
|
182,681
|
|
|
199,107
|
|
|
201,264
|
|
|||
Korea
|
223,365
|
|
|
221,146
|
|
|
200,394
|
|
|||
Rest of world
|
160,055
|
|
|
167,554
|
|
|
163,521
|
|
|||
Total net sales
|
$
|
1,681,357
|
|
|
$
|
1,633,721
|
|
|
$
|
1,560,258
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Long-lived assets
|
|
|
|
||||
United States
|
$
|
148,883
|
|
|
$
|
146,596
|
|
EMEA
|
11,906
|
|
|
9,472
|
|
||
Japan
|
663
|
|
|
764
|
|
||
Korea
|
7,441
|
|
|
5,682
|
|
||
Rest of world (2)
|
62,682
|
|
|
65,874
|
|
||
Total long-lived assets
|
$
|
231,575
|
|
|
$
|
228,388
|
|
|
Payments Due by Period
|
||||||||||||||||||||||
(in thousands)
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||
Purchase obligations
|
$
|
128,242
|
|
|
$
|
11,173
|
|
|
$
|
2,269
|
|
|
$
|
646
|
|
|
$
|
450
|
|
|
$
|
1,603
|
|
|
Quarter ended (unaudited)
|
||||||||||||||
(in thousands)
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
368,271
|
|
|
$
|
417,166
|
|
|
$
|
462,218
|
|
|
$
|
433,702
|
|
Gross profit
|
186,691
|
|
|
217,344
|
|
|
246,043
|
|
|
222,157
|
|
||||
Income from operations
|
28,565
|
|
|
43,726
|
|
|
61,135
|
|
|
52,227
|
|
||||
Net income
|
19,618
|
|
|
30,006
|
|
|
38,902
|
|
|
36,039
|
|
||||
Net income attributable to Acushnet Holdings Corp.
|
17,859
|
|
|
29,797
|
|
|
38,488
|
|
|
34,926
|
|
||||
Net income per common share attributable to Acushnet Holdings Corp.:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.24
|
|
|
$
|
0.40
|
|
|
$
|
0.51
|
|
|
$
|
0.46
|
|
Diluted
|
$
|
0.24
|
|
|
$
|
0.39
|
|
|
$
|
0.51
|
|
|
$
|
0.46
|
|
|
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
|
|
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 to the applicable vesting date, one-third (1/3) of the RSUs granted hereunder shall vest on each of [Insert Vesting Period] (such period, the “Vesting Period”).
|
ACUSHNET HOLDINGS CORP.
|
Participant
|
By:
Title:
|
Name:
|
Vesting Schedule:
|
Provided the Participant has not undergone a Termination prior to [Insert Vesting Date] (the “Vesting Date”), a number of PSUs will vest as of such Vesting Date, based upon the performance metrics and adjustment schedule specified in the terms and conditions in Exhibit A attached hereto (such number of PSUs to be within a range of 0% to 200% of the number of the target number of PSUs awarded herein).
|
Performance Period:
|
Three-year period comprised of the [Insert Performance Period Dates].
|
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
|
KJUS Holdings Inc.
|
|
Delaware
|
KJUS North America, Inc.
|
|
Colorado
|
KJUS Retail Deutschland GmbH
|
|
Germany
|
LK Deutschland GmbH
|
|
Germany
|
LK International AG
|
|
Switzerland
|
LK Oesterreich GmbH
|
|
Austria
|
Panthera Holdings Limited
|
|
England
|
PG Golf LLC
|
|
Delaware
|
Webb Acquisition Co.
|
|
Delaware
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ DAVID MAHER
|
|
President and Chief Executive Officer (Principal Executive Officer)
|
|
February 27, 2020
|
David Maher
|
|
|
||
|
|
|
|
|
/s/ THOMAS PACHECO
|
|
Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
February 27, 2020
|
Thomas Pacheco
|
|
|
||
|
|
|
|
|
/s/ YOON SOO YOON
|
|
Chairman
|
|
February 27, 2020
|
Yoon Soo (Gene) Yoon
|
|
|
||
|
|
|
|
|
/s/ JENNIFER ESTABROOK
|
|
Director
|
|
February 27, 2020
|
Jennifer Estabrook
|
|
|
||
|
|
|
|
|
/s/ GREGORY HEWETT
|
|
Director
|
|
February 27, 2020
|
Gregory Hewett
|
|
|
||
|
|
|
|
|
/s/ SEAN SULLIVAN
|
|
Director
|
|
February 27, 2020
|
Sean Sullivan
|
|
|
|
|
|
|
|
/s/ STEVEN TISHMAN
|
|
Director
|
|
February 27, 2020
|
Steven Tishman
|
|
|
||
|
|
|
|
|
/s/ WALTER UIHLEIN
|
|
Director
|
|
February 27, 2020
|
Walter Uihlein
|
|
|
||
|
|
|
|
|
/s/ KEUN CHANG YOON
|
|
Director
|
|
February 27, 2020
|
Keun Chang Yoon
|
|
|
||
|
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10‑K of Acushnet Holdings Corp.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a)
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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
|
5.
|
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):
|
a)
|
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
|
b)
|
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.
|
|
|
/s/ DAVID MAHER
|
|
Name: David Maher
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10‑K of Acushnet Holdings Corp.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a)
|
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)
|
the Annual Report on Form 10‑K for the year ended December 31, 2019, (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)
|
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 27, 2020
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||
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||
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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)
|
the Annual Report on Form 10‑K for the year ended December 31, 2019, (the Periodic Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
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 27, 2020
|
|
||
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||
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By:
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/s/ THOMAS PACHECO
|
|
|
|
Name:
|
Thomas Pacheco
|
|
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Title:
|
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
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