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8-K - 8-K - Acushnet Holdings Corp.f8-k.htm

Exhibit  99.1

Acushnet Holdings Corp. Announces
Second Quarter and Year-to-Date 2017 Financial Results,

Declares Quarterly Cash Dividend

Second Quarter and Year-to-Date 2017 Financial Results

·

Second quarter net sales of $428.0 million, down 7.6% year over year, or down 6.6% in constant currency

·

Year-to-date net sales of $861.6 million, down 4.6% year over year, or down 3.8% in constant currency

·

Second quarter net income attributable to Acushnet Holdings Corp. of $33.0 million, up $5.9 million year over year

·

Year-to-date net income attributable to Acushnet Holdings Corp. of $71.1 million, up $20.4 million year over year

·

Second quarter Adjusted EBITDA of $71.8 million, down 13.5% year over year

·

Year-to-date Adjusted EBITDA of $150.3 million, down 7.4% year over year

Quarterly Cash Dividend

·

Declares quarterly cash dividend of $0.12 per share; $8.9 million on an aggregate quarterly basis

FAIRHAVEN, MA – August 11, 2017 –  Acushnet Holdings Corp. (NYSE: GOLF) ("Acushnet"), a global leader in the design, development, manufacture and distribution of performance-driven golf products, today reported financial results for the three and six months ended June 30, 2017.

Wally Uihlein, Acushnet President and CEO, said, "We are encouraged by what we continue to view as improving structural stability of the golf industry and believe that the broad rationalization is a positive for the commerce of golf.  Near term, the industry is experiencing the effects of the US retail correction as well as the impact of unfavorable weather on rounds played, but we believe that the longer term forecast remains bright.  The dedicated golfer has been Acushnet’s primary focus and our proven strategy to address their needs is the key to our ongoing success.  We remain optimistic about the future and our ability to strengthen our market positions over time."    

 

David Maher, Acushnet COO, said, "The U.S. retail channel correction and the impact of weather on rounds and fittings have been near term realities affecting the golf industry and our business.  Acushnet associates are executing well while navigating these headwinds.  The growing strength of the ProV1 franchise, Titleist gear and the success of the FootJoy Pro/SL golf shoes are great examples of how we continue to fortify our positions on multiple fronts as we work closely with our trade partners to deliver value added products to dedicated golfers.  We are excited about our upcoming new product introductions and we are looking forward to building upon our brand momentum in the back half of the year."        

1


 

Summary of Second Quarter 2017 Financial Results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

 

 

 

Constant Currency

 

 

 

June 30, 

 

Increase/(Decrease)

 

Increase/(Decrease)

 

    

2017

    

2016

    

$ change

    

% change

 

$ change

    

% change

(in millions)

 

 

  

 

 

  

 

 

  

 

  

 

 

 

  

 

  

 

Net sales

 

$

428.0

 

$

463.3

 

$

(35.3)

 

(7.6)

%  

 

$

(30.6)

 

(6.6)

%

Net income attributable to Acushnet Holdings Corp

 

$

33.0

 

$

27.1

 

$

5.9

 

21.8

%  

 

 

  

 

  

 

Adjusted EBITDA

 

$

71.8

 

$

83.0

 

$

(11.2)

 

(13.5)

%  

 

 

  

 

  

 

 

Consolidated net sales for the quarter decreased by 7.6%, or by 6.6% on a constant currency basis.  Several significant factors, primarily in the United States, had a negative impact on the business this quarter.  These factors include the ongoing effects of the reduced U.S. store count and retail consolidation, unfavorable weather conditions which negatively impacted rounds of play as well as golf club fitting and trial engagements, and promotional activity by competitors that impacted the golf ball category.  As a result, consolidated net sales in the United States decreased by 8.5% in the quarter. 

Acushnet posted a year-on-year decline in net sales in regions outside the United States of 6.6%, down 4.5% on a constant currency basis, with Korea up 7.5%, offset by Japan down 13.4% and EMEA down 3.4%. 

Segment specifics:

·

6.6% decrease in net sales (5.6% decrease on a constant currency basis) of Titleist golf balls as a result of a sales volume decline in both the ProV1 franchise and the performance models, the latter of which are in their second year of their two-year product life cycle. 

·

21.1% decrease in net sales (20.3% decrease on a constant currency basis) of Titleist golf clubs due to lower sales volumes, primarily in the iron series, Scotty Cameron Select putters and Vokey Design wedges, all of which are in the second year of their two-year product life cycle.  This decrease was partially offset by an increase in average selling prices across all product categories, in particular the new 917 model drivers and fairways. 

·

5.6% increase in net sales (6.3% increase on a constant currency basis) of Titleist golf gear.  This increase was primarily due to higher average selling prices across all categories of the gear business.

·

5.8% decrease in net sales (4.1% decrease on a constant currency basis) in FootJoy golf wear primarily due to a sales volume decline in the footwear and glove categories. 

Net income attributable to Acushnet improved by $5.9 million to $33.0 million, primarily due to lower interest expense and lower other expense, partially offset by lower income from operations.

Adjusted EBITDA was $71.8 million, down 13.5% year over year.  Adjusted EBITDA margin was 16.8% for the second quarter versus 17.9% for the prior year period.

 

2


 

Summary of First Six Months 2017 Financial Results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended

 

 

 

 

 

 

 

Constant Currency

 

 

 

June 30, 

 

Increase/(Decrease)

 

Increase/(Decrease)

 

    

2017

    

2016

    

$ change

    

% change

 

$ change

    

% change

(in millions)

 

 

  

 

 

  

 

 

  

 

  

 

 

 

  

 

  

 

Net sales

 

$

861.6

 

$

903.2

 

$

(41.6)

 

(4.6)

%  

 

$

(34.2)

 

(3.8)

%

Net income attributable to Acushnet Holdings Corp

 

$

71.1

 

$

50.7

 

$

20.4

 

40.2

%  

 

 

  

 

  

 

Adjusted EBITDA

 

$

150.3

 

$

162.3

 

$

(12.0)

 

(7.4)

%  

 

 

  

 

  

 

 

Consolidated net sales for the first six months of 2017 decreased by 4.6%, or by 3.8% on a constant currency basis.  Consolidated net sales in the United States decreased by 5.8% in the six month period; this decrease was largely due to the factors that impacted net sales in the second quarter as described above.  Acushnet posted a year-on-year decline in net sales in regions outside the United States of 3.3%, down 1.5% on a constant currency basis, with Korea up 14.7%, offset by Japan down 12.0% and EMEA down 1.2%.

Segment specifics:

·

2.4% decrease in net sales (1.7% decrease on a constant currency basis) of Titleist golf balls.  This decrease was driven by a sales volume decline of the performance and Pinnacle golf ball models which are in their second year of the two-year product life cycle and was partially offset by a sales volume increase of the newly introduced Pro V1 and Pro V1x golf balls.   

·

16.5% decrease in net sales (15.6% decrease on a constant currency basis) of Titleist golf clubs.  This decrease was primarily driven by lower sales volumes of Vokey Design wedges, the iron series and the hybrids, all of which are in the second year of their two-year product life cycle.  This decrease was partially offset by an increase in average selling prices across all product categories, in particular the new 917 model drivers and fairways.

·

6.4% increase in net sales (6.7% increase on a constant currency basis) of Titleist golf gear.  This increase was primarily due to higher average selling prices in all categories of the gear business and higher sales volume growth in travel gear.

·

3.5% decrease in net sales (2.0% decrease on a constant currency basis) in FootJoy golf wear primarily due to a sales volume decline in footwear, partially offset by a sales volume increase in apparel. 

Net income attributable to Acushnet improved by $20.4 million to $71.1 million, primarily a result of lower interest expense and lower other expense.

Adjusted EBITDA was $150.3 million, down 7.4% year over year.  Adjusted EBITDA margin was 17.4% for the six months ended June 30, 2017 versus 18.0% for the prior year period.

 

 

3


 

Declares Quarterly Cash Dividend

Acushnet Holdings board of directors today declared a quarterly cash dividend in an amount of $0.12 per share of common stock. The dividend will be payable on September 15, 2017, to stockholders of record on September 1, 2017.  The number of shares currently outstanding is 74,451,977.

Updated 2017 Outlook

·

Consolidated net sales are expected to be in the range of $1,545 to $1,565 million in 2017.

·

Consolidated net sales on a constant currency basis are expected to be in the range of a decrease of 0.7% to an increase of 0.6% in 2017.

·

Adjusted EBITDA is expected to be in the range of $220 to $230 million in 2017.

Investor Conference Call

Acushnet will hold a conference call at 8:30 am (Eastern Time) on August 11, 2017 to discuss the financial results and host a question and answer session.  A live webcast of the conference call will be accessible at www.AcushnetHoldingsCorp.com/ir.  A replay archive of the webcast will be available shortly after the call concludes.

About Acushnet Holdings Corp.

We are the global leader in the design, development, manufacture and distribution of performance-driven golf products, which are widely recognized for their quality excellence. Driven by our focus on dedicated and discerning golfers and the golf shops that serve them, we believe we are the most authentic and enduring company in the golf industry. Our mission - to be the performance and quality leader in every golf product category in which we compete - has remained consistent since we entered the golf ball business in 1932.  Today, we are the steward of two of the most revered brands in golf – Titleist, one of golf’s leading performance equipment brands, and FootJoy, one of golf’s leading performance wear brands.  Additional information can be found at www.acushnetholdingscorp.com.

Forward-Looking Statements

This release includes forward-looking statements that reflect our current views with respect to, among other things, our operations and financial performance. These forward-looking statements are included throughout this release and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information such as our anticipated consolidated net sales, consolidated net sales on a constant currency basis and adjusted EBITDA. We use words like “guidance,” “outlook,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable” and similar terms and phrases to identify forward-looking statements in this release.

4


 

The forward-looking statements contained in this release are based on management’s current expectations and are subject to uncertainty and changes in circumstances. We cannot assure you that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond our control. Certain of these factors and other cautionary statements are included in this release or in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis” in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC  on March 30, 2017 as updated by our periodic reports subsequently filed with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statement made by us in this release speaks only as of the date of this release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments or other strategic transactions we may make. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Media Contact:                     

AcushnetPR@icrinc.com 

Investor Contact:

IR@AcushnetGolf.com 

 

5


 

ACUSHNET HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Three months ended  June 30, 

 

Six months ended  June 30, 

 

    

2017

    

2016

    

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

427,988

 

$

463,261

 

$

861,603

 

$

903,196

Cost of goods sold

 

 

205,079

 

 

225,301

 

 

412,279

 

 

439,367

Gross profit

 

 

222,909

 

 

237,960

 

 

449,324

 

 

463,829

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

151,808

 

 

158,121

 

 

299,806

 

 

313,439

Research and development

 

 

12,092

 

 

11,693

 

 

24,599

 

 

22,823

Intangible amortization

 

 

1,624

 

 

1,654

 

 

3,246

 

 

3,303

Restructuring charges

 

 

 -

 

 

55

 

 

 -

 

 

642

Income from operations

 

 

57,385

 

 

66,437

 

 

121,673

 

 

123,622

Interest expense, net

 

 

4,901

 

 

14,563

 

 

7,823

 

 

28,404

Other (income) expense, net

 

 

239

 

 

2,455

 

 

(510)

 

 

3,838

Income before income taxes

 

 

52,245

 

 

49,419

 

 

114,360

 

 

91,380

Income tax expense

 

 

18,207

 

 

21,941

 

 

40,692

 

 

38,710

Net income

 

 

34,038

 

 

27,478

 

 

73,668

 

 

52,670

Less:  Net income attributable to noncontrolling interests

 

 

(1,022)

 

 

(423)

 

 

(2,538)

 

 

(1,953)

Net income attributable to Acushnet Holdings Corp.

 

$

33,016

 

$

27,055

 

$

71,130

 

$

50,717

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6


 

 

ACUSHNET HOLDINGS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

June 30, 

 

December 31, 

(in thousands, except share and per share amounts)

    

2017

    

2016

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and restricted cash ($14,827 and $13,811 attributable to the variable interest entity ("VIE"))

 

$

80,897

 

$

79,140

Accounts receivable, net

 

 

264,866

 

 

177,506

Inventories ($12,170 and $14,633 attributable to the VIE)

 

 

294,936

 

 

323,289

Other assets

 

 

73,145

 

 

84,596

Total current assets

 

 

713,844

 

 

664,531

Property, plant and equipment, net ($10,245 and $10,709 attributable to the VIE)

 

 

232,663

 

 

239,748

Goodwill ($32,312 and $32,312 attributable to the VIE)

 

 

182,434

 

 

179,241

Intangible assets, net

 

 

485,616

 

 

489,988

Deferred income taxes

 

 

106,384

 

 

130,416

Other assets ($2,624 and $2,642 attributable to the VIE)

 

 

31,907

 

 

32,247

Total assets

 

$

1,752,848

 

$

1,736,171

Liabilities and Equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Short-term debt

 

$

75,622

 

$

42,495

Current portion of long-term debt

 

 

23,750

 

 

18,750

Accounts payable ($6,914 and $10,397 attributable to the VIE)

 

 

78,669

 

 

87,608

Accrued taxes

 

 

24,774

 

 

41,962

Accrued compensation and benefits ($360 and $780 attributable to the VIE)

 

 

58,896

 

 

224,230

Accrued expenses and other liabilities ($3,231 and $4,121 attributable to the VIE)

 

 

66,032

 

 

47,063

Total current liabilities

 

 

327,743

 

 

462,108

Long-term debt and capital lease obligations

 

 

431,498

 

 

348,348

Deferred income taxes

 

 

6,269

 

 

7,452

Accrued pension and other postretirement benefits ($1,723 and $1,946 attributable to the VIE)

 

 

139,892

 

 

135,339

Other noncurrent liabilities ($3,697 and $3,368 attributable to the VIE)

 

 

16,162

 

 

14,101

Total liabilities

 

 

921,564

 

 

967,348

 

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

 

Common stock, $0.001 par value, 500,000,000 shares authorized; 74,451,977 and 74,093,598 shares issued and outstanding

 

 

74

 

 

74

Additional paid-in capital

 

 

887,574

 

 

880,576

Accumulated other comprehensive loss, net of tax

 

 

(88,338)

 

 

(90,834)

Retained deficit

 

 

(1,122)

 

 

(53,951)

Total equity attributable to Acushnet Holdings Corp.

 

 

798,188

 

 

735,865

Noncontrolling interests

 

 

33,096

 

 

32,958

Total shareholders' equity

 

 

831,284

 

 

768,823

Total liabilities and shareholders' equity

 

$

1,752,848

 

$

1,736,171

 

7


 

ACUSHNET HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

Six months ended  June 30, 

(in thousands)

    

2017

    

2016

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

$

73,668

 

$

52,670

Adjustments to reconcile net income to cash provided by (used in) operating activities

 

 

 

 

 

 

Depreciation and amortization

 

 

20,453

 

 

20,552

Unrealized foreign exchange gain

 

 

(1,156)

 

 

(733)

Amortization of debt issuance costs

 

 

660

 

 

2,512

Amortization of discount on bonds payable

 

 

 -

 

 

282

Change in fair value of common stock warrants

 

 

 -

 

 

6,112

Share-based compensation

 

 

7,901

 

 

964

Loss on disposals of property, plant and equipment

 

 

454

 

 

66

Deferred income taxes

 

 

26,469

 

 

29,088

Changes in operating assets and liabilities

 

 

(218,314)

 

 

(56,026)

Cash flows provided by (used in) operating activities

 

 

(89,865)

 

 

55,487

Cash flows from investing activities

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(8,823)

 

 

(8,116)

Cash flows used in investing activities

 

 

(8,823)

 

 

(8,116)

Cash flows from financing activities

 

 

 

 

 

 

Increase in short-term borrowings, net

 

 

31,615

 

 

5,867

Proceeds from delayed draw term loan A facility

 

 

100,000

 

 

 -

Repayment of term loan facilities

 

 

(11,875)

 

 

 -

Repayment of senior term loan facility

 

 

 -

 

 

(30,000)

Debt issuance costs

 

 

 -

 

 

(663)

Dividends paid on common stock

 

 

(17,868)

 

 

 -

Dividends paid to noncontrolling interests

 

 

(2,400)

 

 

(3,000)

Payment of employee restricted stock tax withholdings

 

 

(903)

 

 

 -

Cash flows provided by (used in) financing activities

 

 

98,569

 

 

(27,796)

Effect of foreign exchange rate changes on cash

 

 

1,876

 

 

1,990

Net increase in cash

 

 

1,757

 

 

21,565

Cash and restricted cash, beginning of year

 

 

79,140

 

 

59,134

Cash and restricted cash, end of period

 

$

80,897

 

$

80,699

 

8


 

ACUSHNET HOLDINGS CORP.

Supplemental Net Sales Information (Unaudited)

Second Quarter Net Sales by Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

 

 

 

Constant Currency

 

 

 

June 30, 

 

Increase/(Decrease)

 

Increase/(Decrease)

 

    

2017

    

2016

    

$ change

    

% change

 

$ change

    

% change

(in thousands)

 

 

 

Titleist golf balls

 

$

154,959

 

$

165,876

 

$

(10,917)

 

(6.6)

%

 

$

(9,238)

 

(5.6)

%

Titleist golf clubs

 

 

93,337

 

 

118,337

 

 

(25,000)

 

(21.1)

%

 

 

(24,031)

 

(20.3)

%

Titleist golf gear

 

 

47,300

 

 

44,782

 

 

2,518

 

5.6

%

 

 

2,840

 

6.3

%

FootJoy golf wear

 

 

112,499

 

 

119,400

 

 

(6,901)

 

(5.8)

%

 

 

(4,840)

 

(4.1)

%

 

 

Second Quarter Net Sales by Region

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

 

 

 

Constant Currency

 

 

 

June 30, 

 

Increase/(Decrease)

 

Increase/(Decrease)

 

    

2017

    

2016

    

$ change

    

% change

 

$ change

    

% change

(in thousands)

 

 

 

United States

 

$

224,175

 

$

244,930

 

$

(20,755)

 

(8.5)

%

 

$

(20,755)

 

(8.5)

%

EMEA

 

 

57,878

 

 

64,341

 

 

(6,463)

 

(10.0)

%

 

 

(2,188)

 

(3.4)

%

Japan

 

 

44,424

 

 

52,248

 

 

(7,824)

 

(15.0)

%

 

 

(7,026)

 

(13.4)

%

Korea

 

 

55,970

 

 

50,561

 

 

5,409

 

10.7

%

 

 

3,788

 

7.5

%

Rest of world

 

 

45,541

 

 

51,181

 

 

(5,640)

 

(11.0)

%

 

 

(4,426)

 

(8.6)

%

Total net sales

 

$

427,988

 

$

463,261

 

$

(35,273)

 

(7.6)

%

 

$

(30,607)

 

(6.6)

%

 

 

Six Months Net Sales by Segment 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended

 

 

 

 

 

 

 

Constant Currency

 

 

 

June 30, 

 

Increase/(Decrease)

 

Increase/(Decrease)

 

    

2017

    

2016

    

$ change

    

% change

 

$ change

    

% change

(in thousands)

 

 

 

Titleist golf balls

 

$

289,151

 

$

296,249

 

$

(7,098)

 

(2.4)

%

 

$

(5,142)

 

(1.7)

%

Titleist golf clubs

 

 

195,279

 

 

233,829

 

 

(38,550)

 

(16.5)

%

 

 

(36,539)

 

(15.6)

%

Titleist golf gear

 

 

89,690

 

 

84,334

 

 

5,356

 

6.4

%

 

 

5,615

 

6.7

%

FootJoy golf wear

 

 

254,740

 

 

264,030

 

 

(9,290)

 

(3.5)

%

 

 

(5,358)

 

(2.0)

%

 

 

Six Months Net Sales by Region 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended

 

 

 

 

 

 

 

Constant Currency

 

 

 

June 30, 

 

Increase/(Decrease)

 

Increase/(Decrease)

 

    

2017

    

2016

    

$ change

    

% change

 

$ change

    

% change

(in thousands)

 

 

 

United States

 

$

447,289

 

$

474,946

 

$

(27,657)

 

(5.8)

%

 

$

(27,657)

 

(5.8)

%

EMEA

 

 

125,887

 

 

137,656

 

 

(11,769)

 

(8.5)

%

 

 

(1,617)

 

(1.2)

%

Japan

 

 

94,477

 

 

107,574

 

 

(13,097)

 

(12.2)

%

 

 

(12,894)

 

(12.0)

%

Korea

 

 

105,852

 

 

89,112

 

 

16,740

 

18.8

%

 

 

13,093

 

14.7

%

Rest of world

 

 

88,098

 

 

93,908

 

 

(5,810)

 

(6.2)

%

 

 

(5,091)

 

(5.4)

%

Total net sales

 

$

861,603

 

$

903,196

 

$

(41,593)

 

(4.6)

%

 

$

(34,166)

 

(3.8)

%

 

9


 

ACUSHNET HOLDINGS CORP.

Reconciliation of GAAP to Non-GAAP Measures

(Unaudited)

 

Use of Non-GAAP Financial Measures

The Company reports its financial results in accordance with general accepted accounting principles in the United States (“GAAP”).  However, this release includes the non-GAAP financial measures of net sales in constant currency and Adjusted EBITDA. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant to understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net sales, net income or other measures of profitability or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies.

We use net sales on a constant currency basis to evaluate the sales performance of our business in period over period comparisons and for forecasting our business going forward. Constant currency information allows us to estimate what our sales performance would have been without changes in foreign currency exchange rates. This information is calculated by taking the current period local currency sales and translating them into U.S. dollars based upon the foreign currency exchange rates for the applicable comparable prior period. This constant currency information should not be considered in isolation or as a substitute for any measure derived in accordance with GAAP. Our presentation of constant currency information may not be consistent with the manner in which similar measures are derived or used by other companies.

Adjusted EBITDA represents net income attributable to Acushnet Holdings Corp. adjusted for income tax expense, interest expense, depreciation and amortization, the expenses relating to the Acushnet Company Equity Appreciation Rights Plan, as amended (the “EAR Plan”), share-based compensation expense, a one-time executive bonus, restructuring charges, certain transaction fees, indemnification expense (income) from our former owner Beam Suntory, Inc. (formerly known as Fortune Brands, Inc.) (“Beam”), gains (losses) on the fair value of our common stock warrants, certain other non-cash (gains) losses, net and the net income relating to non-controlling interests in our FootJoy golf shoe joint venture. We define Adjusted EBITDA in a manner consistent with the term “Consolidated EBITDA” as it is defined in our credit agreement. Consolidated EBITDA is used in our credit agreement at the Acushnet Company level for purposes of certain material terms, including (i) determining the applicable margin used to determine the interest rate per annum of outstanding borrowings and commitment fees for revolving commitments, (ii) calculating certain financial ratios used in financial maintenance covenants that require compliance on a quarterly basis, (iii) determining our ability to incur additional term loans or increases to our new revolving credit facility and (iv) determining the availability of certain baskets and the ability to enter into certain transactions.

We present Adjusted EBITDA as a supplemental measure because it excludes the impact of certain items that (i) we do not consider indicative of our ongoing operating performance, (ii) that relate to our acquisition of Acushnet Company, our operating subsidiary, from Beam on July 29, 2011 (the “Acquisition”) or (iii) that relate to our historical capital structure that are no longer relevant after the closing of our initial public offering. Management uses Adjusted EBITDA to evaluate the

10


 

effectiveness of our business strategies, assess our consolidated operating performance and make decisions regarding pricing of our products, go to market execution and costs to incur across our business. Adjusted EBITDA is also used as a financial performance measure for purposes of determining the vesting of equity awards that were granted under our Acushnet Holdings Corp. 2015 Omnibus Incentive Plan.

We believe Adjusted EBITDA provides useful information to investors regarding our consolidated operating performance. By presenting Adjusted EBITDA, we provide a basis for comparison of our business operations between different periods by excluding items that we do not believe are indicative of our core operating performance.

Adjusted EBITDA is not a measurement of financial performance under GAAP. It should not be considered an alternative to net income attributable to Acushnet Holdings Corp. as a measure of our operating performance or any other measure of performance derived in accordance with GAAP. In addition, Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items, or affected by similar non-recurring items. Adjusted EBITDA has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Our definition and calculation of Adjusted EBITDA is not necessarily comparable to other similarly titled measures used by other companies due to different methods of calculation.

The following table presents reconciliations of net income attributable to Acushnet to Adjusted EBITDA for the periods presented (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

Six months ended

 

 

 

June 30, 

 

 

June 30, 

 

 

    

2017

    

2016

 

    

2017

 

2016

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Acushnet Holdings Corp.

 

$

33,016

 

$

27,055

 

$

71,130

 

$

50,717

 

Income tax expense

 

 

18,207

 

 

21,941

 

 

40,692

 

 

38,710

 

Interest expense, net

 

 

4,901

 

 

14,563

 

 

7,823

 

 

28,404

 

Depreciation and amortization

 

 

10,292

 

 

10,282

 

 

20,453

 

 

20,552

 

Shared-based compensation(a)

 

 

4,054

 

 

964

 

 

7,901

 

 

964

 

One-time executive bonus(b)

 

 

 —

 

 

 —

 

 

 —

 

 

7,500

 

Restructuring charges(c)

 

 

 —

 

 

55

 

 

 —

 

 

642

 

Transaction fees(d)

 

 

52

 

 

5,264

 

 

146

 

 

8,965

 

Beam indemnification expense (income)(e)

 

 

290

 

 

 9

 

 

197

 

 

(485)

 

Losses on the fair value of our common stock warrants(f)

 

 

 —

 

 

4,233

 

 

 —

 

 

6,112

 

Other non-cash gains, net

 

 

(12)

 

 

(293)

 

 

(596)

 

 

(295)

 

Nonrecurring  income(g)

 

 

 —

 

 

(1,467)

 

 

 —

 

 

(1,467)

 

Net income attributable to noncontrolling interests(h)

 

 

1,022

 

 

423

 

 

2,538

 

 

1,953

 

Adjusted EBITDA

 

$

71,822

 

$

83,029

 

$

150,284

 

$

162,272

 

Adjusted EBITDA margin

 

 

16.8%

 

 

17.9%

 

 

17.4%

 

 

18.0%

 

 


(a)

Reflects compensation expense with respect to equity-based grants under the Acushnet Holdings Corp. 2015 Omnibus Incentive Plan.

(b)

In the first quarter of 2016, our President and Chief Executive Officer was awarded a cash bonus in the amount of $7.5 million as consideration for past performance.

11


 

(c)

Reflects restructuring charges incurred in connection with the reorganization of certain of our operations in 2016.

(d)

For the three and six months ended June 30, 2017, reflects legal fees incurred relating to a dispute arising from the indemnification obligations owed to us by Beam in connection with the Acquisition.  For the three and six months ended June 30, 2016, reflects certain fees and expenses we incurred in connection with our initial public offering as well as legal fees incurred relating to a dispute arising from the indemnification obligations owed to us by Beam in connection with the Acquisition.

(e)

Reflects the non-cash charges related to the indemnification obligations owed to us by Beam that are included when calculating net income (loss) attributable to Acushnet Holdings Corp.

(f)

Fila Korea exercised all of our outstanding common stock warrants in July 2016 and we used the proceeds from such exercise to redeem all of our outstanding 7.5% bonds due 2021.

(g)

Reflects legal judgment in favor of us associated with the Beam value-added tax dispute in other (income) expense.

(h)

Reflects the net income attributable to the interest that we do not own in our FootJoy golf shoe joint venture.

A reconciliation of non-GAAP Adjusted EBITDA, as forecasted for 2017, to the closest corresponding GAAP measure, net income (loss), is not available without unreasonable efforts on a forward-looking basis due to the high variability and low visibility of certain charges that may impact our GAAP results on a forward-looking basis, such as the measures and effects of share based compensation and adjustments related to the indemnification obligations owed to us by Beam.

 

12