NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited consolidated condensed financial statements have been prepared by Callaway Golf Company (the “Company” or “Callaway Golf”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2017
filed with the Commission. These consolidated condensed financial statements, in the opinion of management, include all the normal and recurring adjustments necessary for the fair presentation of the financial position, results of operations and cash flows for the periods and dates presented. Interim operating results are not necessarily indicative of operating results for the full year.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Examples of such estimates include provisions for warranty, uncollectible accounts receivable, inventory obsolescence, estimates for variable consideration related to sales returns and promotional programs, tax contingencies and provisional estimates due to the Tax Act enacted in December 2017, estimates on the valuation of share-based awards and recoverability of long-lived assets and investments. Actual results may materially differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or as new information becomes available.
Recent Accounting Standards
In August 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." The new standard is designed to refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The new standard is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption, including adoption in an interim period, is permitted. If early adoption is elected in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period (i.e., the initial application date). The Company is currently evaluating the impact this ASU will have on its consolidated condensed financial statements and disclosures.
In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)."
Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date:
(i) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and
(ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.
Under the new guidance, lessor accounting is largely unchanged and lessees will no longer be provided with a source of off-balance sheet financing. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted.
Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company plans to adopt this ASU on the effective date of January 1, 2019. The Company has a significant amount of operating leases that are classified as off-balance sheet commitments under the current accounting rules. The adoption of this ASU will require the Company to record right-of-use assets and lease liabilities related to these lease commitments, which will result in a significant increase in assets and liabilities on the Company's consolidated balance sheet. The Company is still completing its analysis of this ASU and the impact it will have on its consolidated financial statements.
Adoption of New Accounting Standards
On January 1, 2018, the Company adopted ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" using the modified retrospective approach, and applied this guidance to all contracts as of the adoption date as discussed in Note 2 below. This new standard requires companies to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time based on when control of goods and services transfers to a customer. In addition, it requires companies to determine the transaction price for a contract, which is the price used to recognize revenue as well as the amount of consideration companies expect to collect from its customers in exchange for the promised goods or services in the contract. Because the transaction price can vary as a result of variable consideration for items such as sales returns, discounts, rebates, price concessions and incentives, companies are required to include an estimate of variable consideration in the transaction price. The adoption of this new standard accelerated the timing of when the Company recognizes variable consideration for certain sales promotions and price concessions that it offers to its customers. As a result, the Company now estimates the variable consideration related to these sales programs at the time of the sale based on a historical rate, as opposed to when these programs are approved and announced. Upon the adoption of Topic 606, the Company recorded a cumulative adjustment to beginning retained earnings of
$11,185,000
, as noted in the table below, to reflect the estimated amount of variable consideration related to future sales programs for revenue recognized in prior periods. Prior period information that is presented for comparative purposes has not been restated and continues to be reported under the accounting standards that were in effect in those periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet
|
Balance at
December 31, 2017
|
|
Adjustments Due To
Topic 606
|
|
Balance at
January 1, 2018
|
Accounts receivable, net
|
$
|
94,725
|
|
|
$
|
(16,156
|
)
|
|
$
|
78,569
|
|
Deferred taxes, net
|
$
|
91,398
|
|
|
$
|
4,971
|
|
|
$
|
96,369
|
|
Retained earnings
|
$
|
324,081
|
|
|
$
|
(11,185
|
)
|
|
$
|
312,896
|
|
The impact of adopting the new revenue standard on the Company's consolidated condensed statements of operations for the three and
six
month periods ended
June 30, 2018
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2018
|
|
As Reported
|
|
Balances Without Adoption of Topic 606
|
|
Effect of Change
Increase/(Decrease)
|
Net Sales
|
$
|
396,311
|
|
|
$
|
396,937
|
|
|
$
|
(626
|
)
|
Income tax provision
|
$
|
17,247
|
|
|
$
|
17,406
|
|
|
$
|
(159
|
)
|
Net income
|
$
|
60,934
|
|
|
$
|
61,401
|
|
|
$
|
(467
|
)
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2018
|
|
As Reported
|
|
Balances Without Adoption of Topic 606
|
|
Effect of Change
Increase/(Decrease)
|
Net Sales
|
$
|
799,502
|
|
|
$
|
808,571
|
|
|
$
|
(9,069
|
)
|
Income tax provision
|
$
|
34,466
|
|
|
$
|
36,443
|
|
|
$
|
(1,977
|
)
|
Net income
|
$
|
123,665
|
|
|
$
|
130,757
|
|
|
$
|
(7,092
|
)
|
The impact of adopting the new revenue standard on the Company's consolidated condensed balance sheet as of
June 30, 2018
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
As Reported
|
|
Balances Without Adoption of Topic 606
|
|
Effect of Change
Increase/(Decrease)
|
Assets
|
|
|
|
|
|
Accounts receivable, net
|
$
|
242,023
|
|
|
$
|
267,248
|
|
|
$
|
(25,225
|
)
|
Deferred taxes, net
|
$
|
65,538
|
|
|
$
|
59,792
|
|
|
$
|
5,746
|
|
|
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
|
Income tax liability
|
$
|
9,792
|
|
|
$
|
10,993
|
|
|
$
|
(1,201
|
)
|
Retained earnings
|
$
|
434,674
|
|
|
$
|
452,952
|
|
|
$
|
(18,278
|
)
|
On January 1, 2018, the Company early adopted ASU No. 2018-02 “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which provides financial statement preparers with an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act (or portion thereof) resulted in a disproportionate tax effect. The amendments are effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted this policy using the specific identification method, and the adoption of this policy did not have a material impact on the Company’s consolidated condensed financial statements.
On January 1, 2018, the Company adopted ASU No. 2016-16 “Intra-Entity Asset Transfer of Assets other than Inventory,” which eliminates the requirement to defer the tax effects of intra-entity asset transfers until they are disposed or sold to a third party. The adoption of this ASU did not have a material impact on the Company’s consolidated condensed financial statements.
On January 1, 2018, the Company adopted ASU No. 2016-04, "Liabilities—Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products," which clarifies when it is acceptable to recognize the unredeemed portion of prepaid gift cards into income. The adoption of this ASU did not change the Company's accounting for gift cards, and therefore did not impact the Company's consolidated condensed financial statements. As of
June 30, 2018
, the Company had
$992,000
of deferred revenue related to unredeemed gift cards.
On January 1, 2018, the Company adopted No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The amendment requires (i) equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, (ii) public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, and (iii) separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables). This amendment eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. As of
June 30, 2018
, the Company had an investment in Topgolf International, Inc., doing business as the Topgolf Entertainment Group ("Topgolf") of
$70,777,000
, consisting of common stock and various classes of preferred stock. Because Topgolf is a privately held company, the Company's investment in Topgolf is accounted for at cost less impairments, if any, as this investment is without a readily determinable fair value. In accordance with ASU No. 2016-01, if there is an observable price change as a result of an orderly transaction for the identical or similar investment of the same issuer, the Company would be required to assess the fair value impact, if any, on each class of Topgolf stock held by the Company, and write such stock up or down to its estimated fair value. Based on prior observable market transactions, the Company believes that the fair value of its investment in Topgolf significantly exceeds its cost. If there are any observable price changes related to this investment, the adjustment to measure this investment at fair value could have a significant effect on the Company's financial position and results of operations (see
Note 9
). During the three and
six months ended June 30, 2018
, there were no transactions with observable price changes and as such, no adjustments to measure this investment at fair value were made as of
June 30, 2018
.
Note 2. Revenue Recognition
The Company recognizes revenue from the sale of its products, which include golf clubs, golf balls, golf bags and other lifestyle and golf-related apparel and accessories. The Company sells its products to customers, which include on- and off-course golf shops and national retail stores, as well as to consumers through its e-commerce business and at its apparel retail locations. In addition, the Company recognizes royalty income from the sale of certain soft goods products, as well as revenue from the sale of gift cards.
The Company's contracts with customers are generally in the form of a purchase order. In certain cases, the Company enters into sales agreements containing specific terms, discounts and allowances. In addition, the Company enters into licensing agreements with certain distributors.
The following table presents the Company's revenue disaggregated by major product category and operating segment (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2018
|
|
Operating Segments
|
|
Golf Clubs
|
|
Golf Balls
|
|
Gear, Accessories & Other
|
|
Total
|
Major product category:
|
|
Woods
|
$
|
93,958
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
93,958
|
|
Irons
|
111,059
|
|
|
—
|
|
|
—
|
|
|
111,059
|
|
Putters
|
27,785
|
|
|
—
|
|
|
—
|
|
|
27,785
|
|
Golf Balls
|
—
|
|
|
65,882
|
|
|
—
|
|
|
65,882
|
|
Gear, Accessories and Other
|
—
|
|
|
—
|
|
|
97,627
|
|
|
97,627
|
|
|
$
|
232,802
|
|
|
$
|
65,882
|
|
|
$
|
97,627
|
|
|
$
|
396,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2018
|
|
Operating Segments
|
|
Golf Clubs
|
|
Golf Balls
|
|
Gear, Accessories & Other
|
|
Total
|
Major product category:
|
|
Woods
|
$
|
222,760
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
222,760
|
|
Irons
|
206,268
|
|
|
—
|
|
|
—
|
|
|
206,268
|
|
Putters
|
61,215
|
|
|
—
|
|
|
—
|
|
|
61,215
|
|
Golf Balls
|
—
|
|
|
120,804
|
|
|
—
|
|
|
120,804
|
|
Gear, Accessories and Other
|
—
|
|
|
—
|
|
|
188,455
|
|
|
188,455
|
|
|
$
|
490,243
|
|
|
$
|
120,804
|
|
|
$
|
188,455
|
|
|
$
|
799,502
|
|
The Company sells its golf clubs and golf ball products as well as its gear and accessories in the United States and internationally, with its principal international markets being Japan and Europe. Sales of golf clubs, golf balls and gear and accessories in each region are generally proportional to the Company's consolidated net sales by operating segment as a percentage of total consolidated net sales. Sales of gear and accessories in Japan are proportionally higher relative to the size of that region due to sales from the Company's apparel joint venture in Japan.
The following table presents information about the geographical areas in which the Company operates. Revenues are attributed to the location to which the product was shipped.
|
|
|
|
|
|
Three Months Ended June 30, 2018
|
Major Geographic Region:
|
(In thousands)
|
United States
|
$
|
233,373
|
|
Europe
|
46,325
|
|
Japan
|
59,666
|
|
Rest of Asia
|
33,059
|
|
Other foreign countries
|
23,888
|
|
|
$
|
396,311
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2018
|
Major Geographic Region:
|
|
United States
|
$
|
468,534
|
|
Europe
|
97,527
|
|
Japan
|
128,941
|
|
Rest of Asia
|
57,834
|
|
Other foreign countries
|
46,666
|
|
|
$
|
799,502
|
|
Product Sales
The Company recognizes revenue from the sale of its products when it satisfies the terms of a sales order from a customer, and transfers control of the products ordered to the customer. Control transfers at a point in time when products are shipped, and in certain cases, when products are received by customers. In addition, the Company recognizes revenue at the point of sale on transactions with consumers at its retail locations.
Royalty Income
Royalty income is recognized over time in net sales as underlying product sales occur, subject to certain minimum royalties, in accordance with the related licensing arrangements and is included in the Company's Gear, Accessories and Other operating segment. Total royalty income for the three months ended June 30, 2018 and 2017 was
$4,750,000
and
$4,760,000
, respectively. Total royalty income for the
six months ended June 30, 2018
and
2017
was
$9,594,000
and
$9,884,000
, respectively.
Gift Cards
Revenues from gift cards are deferred and recognized when the cards are redeemed. The Company’s gift cards have no expiration date. The Company recognizes revenue from unredeemed gift cards, otherwise known as breakage, when the likelihood of redemption becomes remote and under circumstances that comply with any applicable state escheatment laws. To determine when redemption is remote, the Company analyzes an aging of unredeemed cards (based on the date the card was last used or the activation date if the card has never been used) and compares that information with historical redemption trends. The Company uses this historical redemption rate to recognize breakage on unredeemed gift cards over the redemption period. The Company does not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions used to determine the timing of recognition of gift card revenues. As of
June 30, 2018
and December 31, 2017, the total amount of deferred revenue on gift cards was
$992,000
and
$971,000
, respectively. The Company recognized
$435,000
and
$390,000
of deferred gift card revenue during the three months ended June 30, 2018 and 2017, respectively, and
$761,000
and
$651,000
during the
six months ended June 30, 2018
and
2017
, respectively.
Variable Consideration
The amount of revenue the Company recognizes is based on the amount of consideration it expects to receive from customers. The amount of consideration is the sales price adjusted for estimates of variable consideration, including sales returns, discounts and allowances as well as sales programs, sales promotions and price concessions that are offered by the Company as described below. These estimates are based on the amounts earned or to be claimed by customers on the related sales, and are therefore recorded as reductions to sales and trade accounts receivable.
The Company’s primary sales program, the “Preferred Retailer Program,” offers longer payment terms during the initial sell-in period, as well as potential rebates and discounts, for participating retailers in exchange for providing certain benefits to the Company, including the maintenance of agreed upon inventory levels, prime product placement and retailer staff training. Under this program, qualifying retailers can earn either discounts or rebates based upon the amount of product purchased. Discounts are applied and recorded at the time of sale. For rebates, the Company estimates the amount of variable consideration related to the rebate at the time of sale based on the customer’s estimated qualifying current year product purchases. The estimate is based on the historical level of purchases, adjusted for any factors expected to affect the current year purchase levels. The estimated year-end rebate is adjusted quarterly based on actual purchase levels, as necessary. The Preferred Retailer Program is generally short-term in nature and the actual amount of rebate to be paid under this program is known as of the end of the year and paid to customers shortly after year-end. Historically, the Company's actual amount of variable consideration related to its Preferred Retailer Program has not been materially different from its estimates.
The Company also offers short-term sales program incentives, which include sell-through promotions and price concessions. The Company records the estimated variable consideration related to these types of programs at the time of the sale based on a historical average rate, which generally aligns with the Company's products' life cycles. The Company monitors this estimate and adjusts the promotional liability when it becomes evident that the amount of consideration it expects to receive changes. Historically, the Company’s actual amount of variable consideration related to these sales programs has not been materially different from its estimates.
The Company records an estimate for anticipated returns as a reduction of sales and cost of sales and accounts receivable in the period that the related sales are recorded. Sales returns are estimated based upon historical returns, current economic trends, changes in customer demands and sell-through of products. The Company also offers its customers sales programs that allow for specific returns. The Company records a return liability for anticipated returns related to these sales programs at the time of the sale based on the terms of the sales program. Historically, the Company’s actual sales returns have not been materially different from management’s original estimates.
Credit Losses
The Company's trade accounts receivable are recorded at net realizable value, which includes an appropriate allowance for estimated credit losses, as well as reserves related to product returns and sales programs as described above. The estimate of credit losses is based upon historical bad debts, current customer receivable balances, age of customer receivable balances, the customer’s financial condition and current economic trends, all of which are subject to change. Actual uncollected amounts have historically been consistent with the Company’s expectations. The Company's payment terms on its receivables from customers are generally 60 days or less.
The following table provides a reconciliation of the activity related to the Company’s allowance for credit losses (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Beginning balance
|
$
|
3,809
|
|
|
$
|
3,700
|
|
|
$
|
4,447
|
|
|
$
|
5,728
|
|
Increase (decrease) in the provision for credit losses
|
311
|
|
|
54
|
|
|
(284
|
)
|
|
791
|
|
Write-off of uncollectible amounts, net of recoveries
|
(445
|
)
|
|
(147
|
)
|
|
(488
|
)
|
|
(2,912
|
)
|
Ending balance
|
$
|
3,675
|
|
|
$
|
3,607
|
|
|
$
|
3,675
|
|
|
$
|
3,607
|
|
The Company has a two-year stated product warranty. The estimated cost associated with its product warranty continues to be recognized at the time of the sale. See
Note 10
for further information.
Note 3. Business Combinations
During 2017, the Company completed the acquisitions of OGIO International, Inc. ("OGIO") and TravisMathew, LLC ("TravisMathew"). The purchase price of each acquisition was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as of the date of acquisition in accordance with ASC Topic 820, "Fair Value Measurement." The excess between the purchase price and the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed was allocated to goodwill. The Company determined the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The Company may retrospectively adjust the fair value of the identifiable assets acquired and the liabilities assumed, as necessary, during the measurement period of up to one year from the acquisition date, to reflect new information existing at the acquisition date affecting the measurement of those amounts at that date, and any additional assets or liabilities existing at that date.
Valuations of acquired intangible assets and inventory are subject to fair value measurements that were based primarily on significant inputs not observable in the market and thus represent Level 3 measurements (see
Note 14
).
Both acquisitions were treated as asset purchases for income tax purposes and, as such, the Company expects to deduct all of the intangible assets, including goodwill, from taxable income over time.
Acquisition of OGIO International, Inc.
In January 2017, the Company acquired all of the outstanding shares of capital stock of OGIO, a leading manufacturer of high quality bags, accessories and apparel in the golf and lifestyle categories, in a cash transaction pursuant to the terms of a Share Purchase Agreement, by and among the Company, OGIO, and each of the shareholders and option holders of OGIO.
The acquired furniture, fixtures, office equipment, leasehold improvements, computer equipment and warehouse equipment were all valued at their estimated replacement cost, which the Company determined approximated the net book value of the assets on the date of the acquisition. Inventory was valued using the net realizable value approach, which was based on the estimated selling price in the ordinary course of business less reasonable disposal costs. The customer and distributor relationships were valued under the income approach based on the present value of future earnings. The trade name was valued under the royalty savings income approach method, which is equal to the present value of the after-tax royalty savings attributable to owning the trade name as opposed to paying a third party for its use. For this valuation, the Company used a royalty rate of
7.5%
, which is reflective of royalty rates paid in market transactions, and a discount rate of
14.0%
on the future cash flows generated by the net after-tax savings. Goodwill arising from the acquisition consists largely of the synergies expected from combining the operations of the Company and OGIO. For segment reporting purposes, goodwill is reported in the Gear, Accessories and Other operating segment.
The total purchase price was valued at
$65,951,000
. The Company recognized transaction costs of
$1,805,000
in general and administrative expenses during the six months ended June 30, 2017.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the purchase price allocation (in thousands):
|
|
|
|
|
|
|
At January 11, 2017
|
Assets Acquired
|
|
|
Cash
|
|
$
|
8,061
|
|
Accounts receivable
|
|
7,696
|
|
Inventory
|
|
7,092
|
|
Other current assets
|
|
328
|
|
Property and equipment
|
|
2,369
|
|
Intangibles - trade name
|
|
49,700
|
|
Intangibles - customer & distributor relationships
|
|
1,500
|
|
Intangibles - non-compete agreements
|
|
150
|
|
Goodwill
|
|
5,885
|
|
Total assets acquired
|
|
82,781
|
|
Liabilities Assumed
|
|
|
Accounts Payable and accrued liabilities
|
|
16,830
|
|
Net assets acquired
|
|
$
|
65,951
|
|
Acquisition of TravisMathew, LLC
In August 2017, the Company acquired TravisMathew, a golf and lifestyle apparel company in an all-cash transaction pursuant to the terms of an Agreement and Plan of Merger, by and among the Company, TravisMathew, OTP LLC, a California limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and a representative of the equity holders of TravisMathew. The Company acquired TravisMathew by way of a merger of Merger Sub with and into TravisMathew, with TravisMathew surviving as a wholly-owned subsidiary of the Company. The primary reason for this acquisition was to enhance the Company's presence in golf while also providing a platform for future growth in the lifestyle category.
The acquired furniture, fixtures, office equipment, leasehold improvements, computer equipment and warehouse equipment were all valued at their estimated replacement cost, which the Company determined approximated the net book value of the assets on the date of the acquisition. Inventory was valued using the net realizable value approach, which was based on the estimated selling price in the ordinary course of business less reasonable disposal costs. The licensing agreement was valued under the income approach based on the projected royalty income from the distributors. The customer and distributor relationships were valued under the income approach based on the present value of future earnings. The trade name was valued under the royalty savings income approach method, which is equal to the present value of the after-tax royalty savings attributable to owning the trade name as opposed to paying a third party for its use. For this valuation, the Company used a royalty rate of
8.0%
, which is reflective of royalty rates paid in market transactions, and a discount rate of
11.0%
on the future cash flows generated by the net after-tax savings. Goodwill arising from the acquisition consists largely of the synergies expected from combining the operations of the Company and TravisMathew. For segment reporting purposes, goodwill is reported in the Gear, Accessories and Other operating segment.
The total purchase price was valued at $
124,578,000
. In connection with the acquisition, during the second half of 2017, the Company recognized transaction costs of approximately
$2,521,000
in general and administrative expenses.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the purchase price allocation (in thousands):
|
|
|
|
|
|
|
At August 17, 2017
|
Assets Acquired
|
|
|
Cash
|
|
$
|
663
|
|
Accounts receivable
|
|
9,715
|
|
Inventory
|
|
11,909
|
|
Other current assets
|
|
549
|
|
Property and equipment
|
|
4,327
|
|
Other assets
|
|
117
|
|
Intangibles - trade name
|
|
78,400
|
|
Intangibles - licensing agreement
|
|
1,100
|
|
Intangibles - customer & distributor relationships
|
|
4,450
|
|
Intangibles - non-compete agreements
|
|
600
|
|
Goodwill
|
|
23,640
|
|
Total assets acquired
|
|
135,470
|
|
Liabilities Assumed
|
|
|
Accounts Payable and accrued liabilities
|
|
10,892
|
|
Net assets acquired
|
|
$
|
124,578
|
|
Note 4. Financing Arrangements
In addition to cash on hand, as well as cash generated from operations, the Company relies on its primary and Japan asset-based revolving credit facilities to manage seasonal fluctuations in liquidity and to provide additional liquidity when the Company’s operating cash flows are not sufficient to fund the Company’s requirements. As of
June 30, 2018
, the Company had
$96,140,000
outstanding under these facilities,
$1,231,000
in outstanding letters of credit, and
$57,748,000
in cash and cash equivalents. As of
June 30, 2018
, the Company's available liquidity, which is comprised of cash on hand and amounts available under both facilities, after letters of credit and outstanding borrowings was
$301,266,000
. As of
June 30, 2017
, the Company had
$6,231,000
outstanding under these facilities,
$854,000
in outstanding letters of credit, and
$61,959,000
in cash and cash equivalents. As of
June 30, 2017
, the Company's available liquidity, which is comprised of cash on hand and amounts available under both facilities, after letters of credit and outstanding borrowings, was
$246,736,000
.
Primary Asset-Based Revolving Credit Facility
In November 2017, the Company amended and restated its primary credit facility (the Third Amended and Restated Loan and Security Agreement) with Bank of America N.A. and other lenders (the “ABL Facility”), which provides a senior secured asset-based revolving credit facility of up to
$330,000,000
, comprised of a
$260,000,000
U.S. facility, a
$25,000,000
Canadian facility and a
$45,000,000
United Kingdom facility, in each case subject to borrowing base availability under the applicable facility. The amounts outstanding under the ABL Facility are secured by certain assets, including cash (to the extent pledged by the Company), the Company's intellectual property, certain eligible real estate, inventory and accounts receivable of the Company’s subsidiaries in the United States, Canada and the United Kingdom. The real estate and intellectual property components of the borrowing base under the ABL Facility are both amortizing. The amount available for the real estate portion is reduced quarterly over a
15
-year period, and the amount available for the intellectual property portion is reduced quarterly over a
3
-year period.
As of
June 30, 2018
, the Company had
$94,875,000
in borrowings outstanding under the ABL Facility and
$1,231,000
in outstanding letters of credit. Amounts available under the ABL Facility fluctuate with the general seasonality of the business and increase and decrease with changes in the Company’s inventory and accounts receivable balances. Amounts available are highest during the first half of the year when the Company’s inventory and accounts receivable balances are higher and lower during the second half of the year when the Company's inventory levels decrease and its accounts receivable decrease as a result of cash collections and lower sales. Average outstanding borrowings during the
six
months ended
June 30, 2018
were
$125,296,000
, and average amounts available under the ABL Facility during the
six
months ended
June 30, 2018
, after outstanding borrowings and
letters of credit, was approximately
$166,295,000
. Amounts borrowed under the ABL Facility may be repaid and borrowed as needed. The entire outstanding principal amount (if any) is due and payable on
November 20, 2022
.
The ABL Facility includes certain restrictions including, among other things, restrictions on the incurrence of additional debt, liens, stock repurchases and other restricted payments, asset sales, investments, mergers, acquisitions and affiliate transactions.
In addition, the ABL Facility imposes restrictions on the amount the Company could pay in annual cash dividends, including meeting certain restrictions on the amount of additional indebtedness and requirements to maintain a certain fixed charge coverage ratio under certain circumstances.
As of
June 30, 2018
, the Company was in compliance with all financial covenants of the ABL Facility. Additionally, the Company is subject to compliance with a fixed charge coverage ratio covenant during, and continuing
30
days after, any period in which the Company’s borrowing base availability, as amended, falls below
10%
of the maximum facility amount. The Company’s borrowing base availability was above
$33,000,000
during the six months ended
June 30, 2018
, and the Company was in compliance with the fixed charge coverage ratio as of
June 30, 2018
. Had the Company not been in compliance with the fixed charge coverage ratio as of
June 30, 2018
, the Company's maximum amount of additional indebtedness that could have been outstanding on
June 30, 2018
would have been reduced by
$33,000,000
.
The interest rate applicable to outstanding loans under the ABL Facility fluctuates depending on the Company’s “availability ratio," which is expressed as a percentage of (i) the average daily availability under the ABL Facility to (ii) the sum of the Canadian, the U.K. and the U.S. borrowing bases, as adjusted. At
June 30, 2018
the Company’s trailing 12 month average interest rate applicable to its outstanding loans under the ABL Facility was
4.01%
. Additionally, the ABL Facility provides for monthly fees of
0.25%
of the unused portion of the ABL Facility.
The fees incurred in connection with the origination and amendment of the ABL Facility totaled
$2,275,000
, which will be amortized into interest expense over the term of the ABL Facility agreement. Unamortized origination fees at
June 30, 2018
and
December 31, 2017
were
$1,998,000
and
$2,197,000
, respectively, of which
$461,000
and
$454,000
, respectively, were included in other current assets and
$1,537,000
and
$1,743,000
, respectively, were included in other long-term assets in the accompanying consolidated condensed balance sheets.
Japan ABL Facility
In January 2018, the Company refinanced the asset-based loan agreement between its subsidiary in Japan and The Bank of Tokyo-Mitsubishi UFJ, Ltd (the "Japan ABL Facility"), which provides a credit facility of up to
4,000,000,000
Yen (or U.S.
$36,320,000
, using the exchange rate in effect as of
June 30, 2018
) over a
three
-year term, subject to borrowing base availability under the facility. The amounts outstanding are secured by certain assets, including eligible inventory and eligible accounts receivable. The Japan ABL Facility also includes certain restrictions including covenants related to certain pledged assets and financial performance metrics. As of
June 30, 2018
, the Company was in compliance with these covenants. The Japan ABL Facility is
subject to an effective interest rate equal to the Tokyo interbank offered rate plus 0.80%
.
The Company had
140,000,000
Yen (or approximately U.S.
$1,265,000
) in borrowings outstanding under the Japan ABL Facility as of
June 30, 2018
, and the year to date average interest rate applicable to the Company's outstanding borrowings under this facility was
0.85%
. The facility expires in January 2021.
Equipment Note
In December 2017, the Company entered into a long-term financing agreement (the "Equipment Note") secured by certain equipment at the Company's golf ball manufacturing facility. As of
June 30, 2018
and
December 31, 2017
, the Company had
$10,732,000
and
$11,815,000
, respectively, outstanding under this agreement, of which
$2,389,000
and
$2,367,000
were reported in current liabilities, respectively, and
$8,343,000
and
$9,448,000
were reported in long-term liabilities, respectively, in the accompanying consolidated condensed balance sheets. The Company's interest rate applicable to outstanding borrowings was
3.79%
. Total interest expense recognized during the three and six months ended
June 30, 2018
was
$105,000
and
$215,000
, respectively. The equipment note amortizes over a 5-year term.
The Equipment Note is subject to compliance with a fixed charge coverage ratio covenant of
1.25
during each fiscal quarter in which the Company has outstanding borrowings, and a fixed charge coverage ratio of
1.0
during periods in which no borrowings are outstanding. As of
June 30, 2018
, the Company was in compliance with these covenants.
Note 5. Earnings per Common Share
Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding for the period.
Diluted earnings per common share takes into account the potential dilution that could occur if outstanding securities were exercised. Dilutive securities are included in the calculation of diluted earnings per common share using the treasury stock method in accordance with ASC Topic 260, “Earnings per Share.” Dilutive securities include outstanding options granted pursuant to the Company’s stock option plans and outstanding restricted stock units and performance share units granted to employees and non-employee directors (see
Note 13
).
Weighted-average common shares outstanding—diluted is the same as weighted-average common shares outstanding—basic in periods when a net loss is reported or in periods when anti-dilution occurs.
The following table summarizes the computation of basic and diluted earnings per share (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Earnings per common share—basic
|
|
|
|
|
|
|
|
Net income
|
$
|
60,934
|
|
|
$
|
31,474
|
|
|
$
|
123,665
|
|
|
$
|
57,354
|
|
Less: Net income (loss) attributable to non-controlling interests
|
67
|
|
|
31
|
|
|
(57
|
)
|
|
222
|
|
Net income attributable to Callaway Golf Company
|
$
|
60,867
|
|
|
$
|
31,443
|
|
|
$
|
123,722
|
|
|
$
|
57,132
|
|
Weighted-average common shares outstanding—basic
|
94,367
|
|
|
94,213
|
|
|
94,670
|
|
|
94,142
|
|
Basic earnings per common share
|
$
|
0.65
|
|
|
$
|
0.33
|
|
|
$
|
1.31
|
|
|
$
|
0.61
|
|
Earnings per common share—diluted
|
|
|
|
|
|
|
|
Net income attributable to Callaway Golf Company
|
$
|
60,867
|
|
|
$
|
31,443
|
|
|
$
|
123,722
|
|
|
$
|
57,132
|
|
Weighted-average common shares outstanding—basic
|
94,367
|
|
|
94,213
|
|
|
94,670
|
|
|
94,142
|
|
Outstanding options, restricted stock units and performance share units
|
2,561
|
|
|
1,984
|
|
|
2,311
|
|
|
1,931
|
|
Weighted-average common shares outstanding—diluted
|
96,928
|
|
|
96,197
|
|
|
96,981
|
|
|
96,073
|
|
Dilutive earnings per common share
|
$
|
0.63
|
|
|
$
|
0.33
|
|
|
$
|
1.28
|
|
|
$
|
0.59
|
|
For the
three
and
six
months ended June 30,
2017
, securities outstanding totaling approximately
131,000
shares and
141,000
shares, respectively, comprised of stock options, have been excluded from the calculation of earnings per common share—diluted as their effect would be antidilutive. There were
no
securities excluded from the calculation of earnings per common share—diluted for the three and
six
months ended
June 30, 2018
.
Note 6. Inventories
Inventories are summarized below (in thousands):
|
|
|
|
|
|
|
|
|
|
June 30,
2018
|
|
December 31, 2017
|
Inventories:
|
|
|
|
Raw materials
|
$
|
67,177
|
|
|
$
|
67,785
|
|
Work-in-process
|
723
|
|
|
868
|
|
Finished goods
|
169,168
|
|
|
193,833
|
|
|
$
|
237,068
|
|
|
$
|
262,486
|
|
Note 7. Goodwill and Intangible Assets
Goodwill at
June 30, 2018
decreased to
$56,055,000
from
$56,429,000
at
December 31, 2017
. This
$374,000
decrease was due to foreign currency fluctuations. The Company's goodwill is reported in the Golf Clubs and Gear, Accessories and Other operating segments (see
Note 17
).
In accordance with ASC Topic 350, “Intangibles—Goodwill and Other,” the Company’s goodwill and non-amortizing intangible assets are subject to an annual impairment test or more frequently when impairment indicators are present. There were no impairment charges recognized during the three and
six months ended June 30, 2018
. The following sets forth the intangible assets by major asset class (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful
Life
(Years)
|
|
June 30, 2018
|
|
December 31, 2017
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
Non-Amortizing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade name, trademark and trade dress and other
|
NA
|
|
$
|
218,364
|
|
|
|
$
|
—
|
|
|
|
$
|
218,364
|
|
|
$
|
218,364
|
|
|
|
$
|
—
|
|
|
|
$
|
218,364
|
|
Amortizing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents
|
2-16
|
|
31,581
|
|
|
|
31,516
|
|
|
|
65
|
|
|
31,581
|
|
|
|
31,491
|
|
|
|
90
|
|
Other
|
1-9
|
|
15,780
|
|
|
|
8,985
|
|
|
|
6,795
|
|
|
15,780
|
|
|
|
8,476
|
|
|
|
7,304
|
|
Total intangible assets
|
|
|
$
|
265,725
|
|
|
|
$
|
40,501
|
|
|
|
$
|
225,224
|
|
|
$
|
265,725
|
|
|
|
$
|
39,967
|
|
|
|
$
|
225,758
|
|
Aggregate amortization expense on intangible assets was approximately
$267,000
and
$63,000
for the three months ended
June 30, 2018
and
2017
, respectively, and
$534,000
and
$121,000
for the
six
months ended
June 30, 2018
and
2017
, respectively.
Amortization expense related to intangible assets at
June 30, 2018
in each of the next five fiscal years and beyond is expected to be incurred as follows (in thousands):
|
|
|
|
|
Remainder of 2018
|
$
|
533
|
|
2019
|
1,053
|
|
2020
|
966
|
|
2021
|
910
|
|
2022
|
734
|
|
2023
|
595
|
|
Thereafter
|
2,069
|
|
|
$
|
6,860
|
|
Note 8. Joint Venture
The Company has a joint venture in Japan, Callaway Apparel K.K., with its long-time apparel licensee, TSI Groove & Sports Co, Ltd., ("TSI") for the design, manufacture and distribution of Callaway-branded apparel, footwear and headwear in Japan. The Company contributed
$10,556,000
, primarily in cash, for a
52%
ownership of the joint venture, and TSI contributed
$9,744,000
, primarily in inventory, for the remaining
48%
. The Company has a majority voting percentage on matters pertaining to the business operations and significant management decisions of the joint venture, and as such, the Company is required to consolidate the financial results of the joint venture with the financial results of the Company. The Company consolidates the joint venture one month in arrears.
As a result of the consolidation, during the
three and six
months ended
June 30, 2018
, the Company recorded net income attributable to the non-controlling interest of
$67,000
and net loss of
$57,000
, respectively, in its consolidated condensed statements of operations. Total non-controlling interests on the Company's consolidated condensed financial statements was
$9,054,000
and
$9,744,000
at
June 30, 2018
and
December 31, 2017
, respectively.
Note 9. Investments
Investment in Topgolf International, Inc.
The Company owns a minority interest of approximately
14.0%
in Topgolf, the owner and operator of Topgolf entertainment centers, which ownership consists of common stock and various classes of preferred stock. In connection with this investment, the Company has a preferred partner agreement with Topgolf in which the Company has preferred signage rights, rights as the preferred supplier of golf products used or offered for use at Topgolf facilities at prices no less than those paid by the Company’s customers, preferred retail positioning in the Topgolf retail stores, and other rights incidental to those listed above.
The Company invested an additional
$282,000
in common and preferred shares of Topgolf through a private transaction with individual shareholders during the
six
months ended
June 30, 2018
. There were
no
additional investments during the second quarter of 2018.
In December 2017, Topgolf announced that it had completed a private placement led by Fidelity Management and Research Company (the "Fidelity Investment"), in which the Company invested
$20,000,000
in series F preferred shares of Topgolf. Due to the nature and timing of this transaction, the Company believes the carrying value of its series F preferred shares that were purchased in this private placement approximates fair value as of December 31, 2017. The Company is unable to estimate the fair value of its other series of preferred stock or common stock due to the dissimilar nature of conversion rights, liquidation features and other preferred terms of these shares relative to the series F preferred shares. Further, it would not be practicable for the Company to determine the discount, if any, that would be applicable to any preferred terms, as well as any other rights provided to the holders of the various series of preferred stock, nor a premium, if any, for the incremental value that might apply in the case of a change in control transaction (e.g. an initial public offering or sale of Topgolf). The Company’s Topgolf shares are illiquid and there is no assurance that all classes of Topgolf shares would receive equivalent value upon a sale or other liquidation.
As of
June 30, 2018
and
December 31, 2017
, the Company's total investment in Topgolf was
$70,777,000
and
$70,495,000
, respectively.
As of
June 30, 2018
, there were no impairment indicators present with respect to this investment. Based on observable market transactions prior to December 31, 2017, the Company believes that the fair value of its investment in Topgolf significantly exceeds its cost. As of
June 30, 2018
, this investment was accounted for at cost less impairments (if any), as its fair value is not readily determinable. In accordance with ASU No. 2016-01 (see Note 1), if there is an observable price change as a result of an orderly transaction for the identical or similar investment of the same issuer, the Company would be required to assess the fair value impact, if any, on each class of Topgolf stock held by the Company, and write such stock up or down to its estimated fair value, which could have a significant effect on the Company's financial position and results of operations. During the three and
six months ended June 30, 2018
, there were no transactions with observable price changes and as such, no adjustments to measure this investment at fair value were made as of
June 30, 2018
.
Note 10. Product Warranty
The Company has a stated
two
-year warranty policy for its golf clubs. The Company’s policy is to accrue the estimated cost of satisfying future warranty claims at the time the sale is recorded. In estimating its future warranty obligations, the Company considers various relevant factors, including the Company’s stated warranty policies and practices, the historical frequency of claims, and the cost to replace or repair its products under warranty.
The following table provides a reconciliation of the activity related to the Company’s reserve for warranty expense (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Beginning balance
|
$
|
7,311
|
|
|
$
|
5,945
|
|
|
$
|
6,657
|
|
|
$
|
5,395
|
|
Provision
|
3,157
|
|
|
2,202
|
|
|
5,523
|
|
|
4,124
|
|
Claims paid/costs incurred
|
(2,433
|
)
|
|
(2,178
|
)
|
|
(4,145
|
)
|
|
(3,550
|
)
|
Ending balance
|
$
|
8,035
|
|
|
$
|
5,969
|
|
|
$
|
8,035
|
|
|
$
|
5,969
|
|
Note 11. Income Taxes
The Company calculates its interim income tax provision in accordance with ASC 270, “Interim Reporting,” and ASC 740 “Accounting for Income Taxes.” At the end of each interim period, the Company estimates its annual effective tax rate and applies that rate to its ordinary quarterly earnings to calculate the tax related to ordinary income. The tax effects for other items that are excluded from ordinary income are discretely calculated and recognized in the period in which they occur.
As of December 22, 2017, the Tax Act was enacted into legislation, which includes a broad range of provisions affecting businesses. The Tax Act significantly revises how companies compute their U.S corporate tax liability by, among other provisions, reducing the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017, implementing a territorial tax
system, and requiring a mandatory one-time tax on U.S owned foreign held earnings and profits known as the toll charge or transition tax. For the
six months ended June 30, 2018
, the Company's consolidated effective tax rate was 21.8%.
As of December 31, 2017, the Company was able to reasonably estimate certain effects of the Tax Act and, therefore, recorded provisional adjustments associated with the deemed repatriation transition tax and rate change revaluation of the deferred tax assets. The Company has not made any additional measurement-period adjustments related to these items during the
six
months ended
June 30, 2018
, as the Company is still awaiting relevant guidance as to the provisions included in the Tax Act. However, the Company is continuing to gather additional information to complete the accounting for these items and expects to complete the accounting within the prescribed measurement period.
The realization of deferred tax assets, including loss and credit carryforwards, is subject to the Company generating sufficient taxable income during the periods in which the deferred tax assets become realizable. Due to the Company’s continued profitability, combined with future projections of profitability, the Company has determined that the majority of its U.S. deferred tax assets are more likely than not to be realized. The valuation allowance on the Company’s U.S. deferred tax assets as of
June 30, 2018
primarily relates to state net operating loss carryforwards and credits that the Company estimates it may not be able to utilize in future periods. With respect to non-U.S. entities, there continues to be sufficient positive evidence to conclude that realization of its deferred tax assets is more likely than not under applicable accounting rules, and therefore no significant valuation allowances have been established.
The income tax provision was
$17,247,000
and
$16,050,000
for the
three
months ended
June 30, 2018
and
2017
, respectively, and
$34,466,000
and
$29,256,000
for the
six
months ended
June 30, 2018
and
2017
, respectively. The increase in the provision was primarily due to higher pre-tax income in the Company’s U.S. operations, which exceeded the impact of the reduction of the corporate tax rate with the Tax Act.
At
June 30, 2018
, the gross liability for income taxes associated with uncertain tax positions was
$9,509,000
. Of this amount,
$1,405,000
would benefit the Company’s consolidated condensed financial statements and effective income tax rate if favorably settled. The unrecognized tax benefit liabilities are expected to decrease by approximately
$102,000
during the next 12 months. The gross liability for uncertain tax positions decreased by
$76,000
for the
three
months ended
June 30, 2018
. The decrease was primarily due to decreases in tax positions taken in the current quarter. The gross liability for uncertain tax positions increased by
$209,000
for the
six
months ended June 30, 2018. The increase was primarily due to increases for tax positions expected to be taken in the current tax year.
The Company recognizes interest and penalties related to income tax matters in income tax expense. For the
three
months ended
June 30, 2018
and
2017
, the Company's provision for income taxes includes a benefit of
$123,000
and an expense of
$62,000
, respectively, related to the recognition of interest and/or penalties. For the
six
months ended
June 30, 2018
and
2017
, the Company's provision for income taxes includes a benefit of
$6,000
and an expense of
$109,000
, respectively. As of
June 30, 2018
and
December 31, 2017
, the gross amount of accrued interest and penalties included in income taxes payable in the accompanying consolidated condensed balance sheets was
$1,612,000
and
$1,618,000
, respectively.
The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is generally no longer subject to income tax examinations by tax authorities in the following major jurisdictions:
|
|
|
|
Tax Jurisdiction
|
|
Years No Longer Subject to Audit
|
U.S. federal
|
|
2010 and prior
|
California (United States)
|
|
2008 and prior
|
Canada
|
|
2010 and prior
|
Japan
|
|
2011 and prior
|
South Korea
|
|
2012 and prior
|
United Kingdom
|
|
2013 and prior
|
Pursuant to Section 382 of the Internal Revenue Code, use of the Company's net operating losses and credit carry-forwards may be limited significantly if the Company were to experience a cumulative change in ownership of the Company's stock by “5-percent shareholders” that exceeds 50% over a rolling three-year period. The Company does not believe there has been a cumulative change in ownership in excess of 50% during any rolling three-year period, and the Company continues to monitor changes in its
ownership. If such a cumulative change did occur in any three-year period and the Company were limited in the amount of losses and credits it could use to offset its tax liabilities, the Company's results of operations and cash flows could be adversely impacted.
Note 12. Commitments & Contingencies
Legal Matters
The Company is subject to routine legal claims, proceedings and investigations incident to its business activities, including claims, proceedings, and investigations relating to commercial disputes and employment matters. The Company also receives from time to time information claiming that products sold by the Company infringe or may infringe patent, trademark or other intellectual property rights of third parties. One or more such claims of potential infringement could lead to litigation, the need to obtain licenses, the need to alter a product to avoid infringement, a settlement or judgment or some other action or material loss by the Company, which also could adversely affect the Company’s overall ability to protect its product designs and ultimately limit its future success in the marketplace. In addition, the Company is occasionally subject to non-routine claims, proceedings or investigations.
The Company regularly assesses such matters to determine the degree of probability that the Company will incur a material loss as a result of such matters as well as the range of possible loss. An estimated loss contingency is accrued in the Company’s consolidated financial statements if it is probable the Company will incur a loss and the amount of the loss can be reasonably estimated. The Company reviews all claims, proceedings and investigations at least quarterly and establishes or adjusts any accruals for such matters to reflect the impact of negotiations, settlements, advice of legal counsel and other information and events pertaining to a particular matter. All legal costs associated with such matters are expensed as incurred.
Historically, the claims, proceedings and investigations brought against the Company, individually and in the aggregate, have not had a material adverse effect on the consolidated condensed results of operations, cash flows or financial position of the Company. The Company believes that it has valid legal defenses to the matters currently pending against the Company. These matters are inherently unpredictable, and the resolutions of these matters are subject to many uncertainties and the outcomes are not predictable with assurance. Consequently, management is unable to estimate the ultimate aggregate amount of monetary loss, amounts covered by insurance or the financial impact that will result from such matters. In addition, the Company cannot assure that it will be able to successfully defend itself in those matters or that any amounts accrued are sufficient. The Company does not believe that the matters currently pending against the Company will have a material adverse effect on the Company’s consolidated business, financial condition, cash flows or results of operations.
Unconditional Purchase Obligations
During the normal course of its business, the Company enters into agreements to purchase goods and services, including purchase commitments for production materials, as well as endorsement agreements with professional golfers and other endorsers, employment and consulting agreements, and intellectual property licensing agreements pursuant to which the Company is required to pay royalty fees. It is not possible to determine the amounts the Company will ultimately be required to pay under these agreements as they are subject to many variables including performance-based bonuses, severance arrangements, the Company’s sales levels, and reductions in payment obligations if designated minimum performance criteria are not achieved. As of
June 30, 2018
, the Company has entered into many of these contractual agreements with terms ranging from
one
to
four
years. The minimum obligation that the Company is required to pay under these agreements is
$72,835,000
over the next
four
years. Future minimum commitments as of
June 30, 2018
, are as follows (in thousands):
|
|
|
|
|
Remainder of 2018
|
$
|
44,316
|
|
2019
|
16,806
|
|
2020
|
7,043
|
|
2021
|
3,532
|
|
2022
|
1,138
|
|
|
$
|
72,835
|
|
In addition, the Company also enters into unconditional purchase obligations with various vendors and suppliers of goods and services in the normal course of operations through purchase orders or other documentation or that are undocumented except for an invoice. Such unconditional purchase obligations are generally outstanding for periods less than a year and are settled by cash payments upon delivery of goods and services and are not reflected in this total.
Other Contingent Contractual Obligations
During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These include (i) intellectual property indemnities to the Company’s customers and licensees in connection with the use, sale and/or license of Company product or trademarks, (ii) indemnities to various lessors in connection with facility leases for certain claims arising from such facilities or leases, (iii) indemnities to vendors and service providers pertaining to the goods and services provided to the Company or based on the negligence or willful misconduct of the Company and (iv) indemnities involving the accuracy of representations and warranties in certain contracts. In addition, the Company has consulting agreements that provide for payment of nominal fees upon the issuance of patents and/or the commercialization of research results. The Company has also issued guarantees in the form of standby letters of credit of
$1,231,000
as of
June 30, 2018
.
The duration of these indemnities, commitments and guarantees varies, and in certain cases, may be indefinite. The majority of these indemnities, commitments and guarantees do not provide for any limitation on the maximum amount of future payments the Company could be obligated to make. Historically, costs incurred to settle claims related to indemnities have not been material to the Company’s financial position, results of operations or cash flows. In addition, the Company believes the likelihood is remote that payments under the commitments and guarantees described above will have a material effect on the Company’s consolidated condensed financial statements. The fair value of indemnities, commitments and guarantees that the Company issued as of
June 30, 2018
was not material to the Company’s financial position, results of operations or cash flows.
Employment Contracts
In addition, the Company has made contractual commitments to each of its officers and certain other employees providing for severance payments, including salary continuation, upon the termination of employment by the Company without substantial cause or by the officer for good reason or non-renewal. In addition, in order to assure that the officers would continue to provide independent leadership consistent with the Company’s best interest, the contracts also generally provide for certain protections in the event of a change in control of the Company. These protections include the payment of certain severance benefits, such as salary continuation, upon the termination of employment following a change in control.
Note 13. Share-Based Employee Compensation
As of
June 30, 2018
, the Company had
two
shareholder approved stock plans under which shares were available for equity-based awards: the Callaway Golf Company Amended and Restated 2004 Incentive Plan (the "2004 Incentive Plan") and the 2013 Non-Employee Directors Stock Incentive Plan (the "2013 Directors Plan"). From time to time, the Company grants stock options, restricted stock units, performance share units, phantom stock units, stock appreciation rights and other awards under these plans.
The table below summarizes the amounts recognized in the financial statements for the three and
six months ended
June 30, 2018
and
2017
for share-based compensation, including expense for restricted stock units, performance share units, stock options and cash settled stock appreciation rights.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
(In thousands)
|
|
|
Cost of sales
|
$
|
256
|
|
|
$
|
146
|
|
|
$
|
470
|
|
|
$
|
363
|
|
Operating expenses
|
3,208
|
|
|
2,039
|
|
|
5,994
|
|
|
5,007
|
|
Total cost of share-based compensation included in income, before income tax
|
$
|
3,464
|
|
|
$
|
2,185
|
|
|
$
|
6,464
|
|
|
$
|
5,370
|
|
Restricted Stock Units
Restricted stock units awarded under the 2004 Incentive Plan and the 2013 Directors Plan are valued at the Company’s closing stock price on the date of grant. Restricted stock units generally vest over a
one
- to
three
-year period. Compensation expense for restricted stock units is recognized on a straight-line basis over the vesting period and is reduced by an estimate for forfeitures. During the
three
months ended
June 30, 2018
and
2017
, the Company granted
59,000
and
60,000
shares underlying restricted stock units, respectively, at a weighted average grant-date fair value of
$17.72
and
$12.04
, respectively. During the
six
months ended
June 30, 2018
and
2017
, the Company granted
419,000
and
526,000
shares underlying restricted stock units, respectively, at a weighted average grant-date fair value of
$15.22
and
$10.35
, respectively.
Total compensation expense, net of estimated forfeitures, recognized for restricted stock units during the
three
months ended
June 30, 2018
and
2017
was
$1,463,000
and
$1,439,000
, respectively, and
$2,850,000
and
$2,660,000
, for the
six
months ended
June 30, 2018
and
2017
, respectively. At
June 30, 2018
, the Company had
$12,642,000
of total unamortized compensation expense related to non-vested restricted stock units. That cost is expected to be recognized over a weighted-average period of
2.7 years
.
Performance Share Units
Performance share units granted under the 2004 Incentive Plan are stock-based awards in which the number of shares ultimately received depends on the Company's performance against specified metrics over a
one
- to
three
-year performance period from the date of grant. These performance metrics are established by the Company at the beginning of the performance period. At the end of the performance period, the number of shares of stock that could be issued is fixed based upon the degree of achievement of the performance goals. The number of shares that could be issued can range from
0%
to
200%
of the participant's target award. Performance share units are initially valued at the Company's closing stock price on the date of grant. Stock compensation expense, net of estimated forfeitures, is recognized on a straight-line basis over the vesting period. The expense recognized over the vesting period is adjusted up or down based on the anticipated performance level during the performance period. If the performance metrics are not probable of achievement during the performance period, compensation expense would be reversed. The awards are forfeited if the threshold performance metrics are not achieved as of the end of the performance period. The performance share units cliff-vest in full
three
years from the date of grant.
The Company granted
307,000
and
370,000
shares underlying performance share units during the
six
months ended
June 30, 2018
and
2017
, respectively, at a weighted average grant-date fair value of
$14.80
and
$10.10
per share, respectively. There were
no
shares underlying performance share units granted during the three months ended
June 30, 2018
and
2017
. The awards granted during 2018, 2017 and 2016 are subject to a
three
-year performance period provided that (i) if certain first year performance goals are achieved, the participant could earn up to
50%
of the three-year target award shares, subject to continued service through the vesting date, and (ii) if certain cumulative first- and second-year performance goals are achieved, the participant could earn up to an aggregate of
80%
of the three-year target award shares (which includes any shares earned during the first year), subject to continued service through the vesting date. Based on the Company’s performance, participants earned a minimum of
50%
of the target award shares granted in 2017, and
80%
of the target award shares granted in 2016, in each case subject to continued service through the vesting date.
During the
three
months ended
June 30, 2018
and
2017
, the Company recognized total compensation expense, net of estimated forfeitures, for performance share units of
$1,995,000
and
$737,000
, respectively, and
$3,599,000
and
$2,725,000
, for the
six
months ended
June 30, 2018
and
2017
, respectively. At
June 30, 2018
, unamortized compensation expense related to these awards was
$14,087,000
, which is expected to be recognized over a weighted-average period of
1.6
years.
Note 14. Fair Value of Financial Instruments
Certain of the Company’s financial assets and liabilities are measured at fair value on a recurring and nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or the price paid to transfer a liability (the exit price) in the principal and most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities carried at fair value are classified using the following three-tier hierarchy:
Level 1
: Quoted market prices in active markets for identical assets or liabilities;
Level 2
: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
Level 3
: Fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The following table summarizes the valuation of the Company’s foreign currency forward contracts (see
Note 15
) that are measured at fair value on a recurring basis by the above pricing levels at
June 30, 2018
and
December 31, 2017
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
June 30, 2018
|
|
|
|
|
|
|
|
Foreign currency forward contracts—asset position
|
$
|
2,100
|
|
|
$
|
—
|
|
|
$
|
2,100
|
|
|
$
|
—
|
|
Foreign currency forward contracts—liability position
|
(435
|
)
|
|
—
|
|
|
(435
|
)
|
|
—
|
|
|
$
|
1,665
|
|
|
$
|
—
|
|
|
$
|
1,665
|
|
|
$
|
—
|
|
December 31, 2017
|
|
|
|
|
|
|
|
Foreign currency forward contracts—asset position
|
$
|
179
|
|
|
$
|
—
|
|
|
$
|
179
|
|
|
$
|
—
|
|
Foreign currency forward contracts—liability position
|
(239
|
)
|
|
—
|
|
|
(239
|
)
|
|
—
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
The fair value of the Company’s foreign currency forward contracts is based on observable inputs that are corroborated by market data. Observable inputs include broker quotes, daily market foreign currency rates and forward pricing curves. Remeasurement gains and losses on foreign currency forward contracts designated as cash flow hedges are recorded in other comprehensive income, and in other income (expense) for non-designated foreign currency forward contracts (see
Note 15
).
Disclosures about the Fair Value of Financial Instruments
The carrying values of cash and cash equivalents at
June 30, 2018
and
December 31, 2017
are categorized within Level 1 of the fair value hierarchy. The table below summarizes information about fair value relating to the Company’s financial assets and liabilities that are recognized in the accompanying consolidated condensed balance sheets as of
June 30, 2018
and
December 31, 2017
, as well as the fair value of contingent contracts that represent financial instruments (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
Primary Asset-Based Revolving Credit Facility
(1)
|
$
|
94,875
|
|
|
$
|
94,875
|
|
|
$
|
74,000
|
|
|
$
|
74,000
|
|
Japan ABL Facility
(1)
|
$
|
1,265
|
|
|
$
|
1,265
|
|
|
$
|
13,755
|
|
|
$
|
13,755
|
|
Equipment Note
(2)
|
$
|
10,732
|
|
|
$
|
10,732
|
|
|
$
|
11,815
|
|
|
$
|
11,815
|
|
Standby letters of credit
(3)
|
$
|
1,231
|
|
|
$
|
1,231
|
|
|
$
|
887
|
|
|
$
|
887
|
|
|
|
(1)
|
The carrying value of the amounts outstanding under the Company's primary asset-based revolving credit facility and Japan ABL Facility approximates the fair value due to the short-term nature of these obligations. The fair value of this debt is categorized within Level 2 of the fair value hierarchy. See
Note 4
for information on the Company's credit facilities, including certain risks and uncertainties related thereto.
|
|
|
(2)
|
In December 2017, the Company entered into the Equipment Note secured by certain equipment at the Company's golf ball manufacturing facility. The fair value of this debt is categorized within Level 2 of the fair value hierarchy. See
Note 4
for further information.
|
|
|
(3)
|
The carrying value of the Company's standby letters of credit approximates the fair value as they represent the Company’s contingent obligation to perform in accordance with the underlying contracts. The fair value of this contingent obligation is categorized within Level 2 of the fair value hierarchy.
|
Nonrecurring Fair Value Measurements
The Company measures certain assets at fair value on a nonrecurring basis at least annually or more frequently if certain indicators are present. These assets include long-lived assets, goodwill, non-amortizing intangible assets and investments that are written down to fair value when they are held for sale or determined to be impaired. During each of the
six
months ended
June 30, 2018
and
2017
, there were no impairment indicators related to the Company's assets that are measured at fair value on a nonrecurring basis. Assets purchased in connection with the acquisitions of OGIO and TravisMathew were valued at their fair value on the date of purchase (see
Note 3
).
Note 15. Derivatives and Hedging
In the normal course of business, the Company is exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to transactions of its international subsidiaries. As part of its strategy to manage the level of exposure to the risk of fluctuations in foreign currency exchange rates, the Company uses designated cash flow hedges and non-designated hedges in the form of foreign currency forward contracts to mitigate the impact of foreign currency translation on transactions that are denominated primarily in Japanese Yen, British Pounds, Euros, Canadian Dollars, Australian Dollars and Korean Won.
The Company accounts for its foreign currency forward contracts in accordance with ASC Topic 815, "Derivatives and Hedging ("ASC Topic 815"). ASC Topic 815 requires the recognition of all derivative instruments as either assets or liabilities on the balance sheet, the measurement of those instruments at fair value and the recognition of changes in the fair value of derivatives in earnings in the period of change, unless the derivative qualifies as a designated cash flow hedge that offsets certain exposures. Certain criteria must be satisfied in order for derivative financial instruments to be classified and accounted for as a cash flow hedge. Gains and losses from the remeasurement of qualifying cash flow hedges are recorded as a component of other comprehensive income and released into earnings as a component of cost of goods sold or net sales during the period in which the hedged transaction takes place. Gains and losses on the ineffective portion of hedges (hedges that do not meet accounting requirements due to ineffectiveness) and derivatives that are not elected for hedge accounting treatment are immediately recorded in earnings as a component of other income (expense).
Foreign currency forward contracts are used only to meet the Company’s objectives of minimizing variability in the Company’s operating results arising from foreign exchange rate movements. The Company does not enter into foreign currency forward contracts for speculative purposes. The Company utilizes counterparties for its derivative instruments that it believes are credit-worthy at the time the transactions are entered into and the Company closely monitors the credit ratings of these counterparties.
The following table summarizes the fair value of the Company's foreign currency forward contracts as well as the location of the asset and/or liability on the consolidated condensed balance sheets at
June 30, 2018
and
December 31, 2017
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives
|
June 30, 2018
|
|
December 31, 2017
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
Other current assets
|
|
$
|
586
|
|
|
Other current assets
|
|
$
|
168
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
Other current assets
|
|
$
|
1,514
|
|
|
Other current assets
|
|
$
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability Derivatives
|
June 30, 2018
|
|
December 31, 2017
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
Accounts payable and
accrued expenses
|
|
$
|
126
|
|
|
Accounts payable and
accrued expenses
|
|
$
|
194
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
Accounts payable and
accrued expenses
|
|
$
|
309
|
|
|
Accounts payable and
accrued expenses
|
|
$
|
45
|
|
The Company's foreign currency forward contracts are subject to a master netting agreement with each respective counterparty bank and are therefore net settled at their maturity date. Although the Company has the legal right of offset under the master netting agreements, the Company has elected not to present these contracts on a net settlement amount basis, and therefore present these contracts on a gross basis on the accompanying consolidated condensed balance sheets at
June 30, 2018
and
December 31, 2017
.
Cash Flow Hedging Instruments
The Company uses foreign currency forward contracts designated as qualifying cash flow hedging instruments to help mitigate the Company's foreign currency exposure on intercompany sales of inventory to its foreign subsidiaries. These contracts
generally mature within
12
to
15
months from their inception. At
June 30, 2018
and
December 31, 2017
, the notional amounts of the Company's foreign currency forward contracts designated as cash flow hedge instruments were approximately
$28,957,000
and
$14,210,000
, respectively. The reporting of gains and losses on these cash flow hedging instruments depends on whether the gains or losses are effective at offsetting changes in the cash flows of the underlying hedged items. The Company uses the critical terms method to measure the effectiveness of the foreign currency forward contracts and evaluates the effectiveness on a quarterly basis. The effective portion of the gains and losses on the hedging instruments are recorded in other comprehensive income until recognized in earnings during the period that the hedged transactions take place. Any ineffective portion of the gains and losses from the hedging instruments is recognized in earnings immediately. The Company would discontinue hedge accounting prospectively (i) if it is determined that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item, (ii) when the derivative expires or is sold, terminated, or exercised, (iii) if it becomes probable that the forecasted transaction being hedged by the derivative will not occur, (iv) if a hedged firm commitment no longer meets the definition of a firm commitment, or (v) if it is determined that designation of the derivative as a hedge instrument is no longer appropriate. The Company estimates the fair value of its foreign currency forward contracts based on pricing models using current market rates. These contracts are classified under Level 2 of the fair value hierarchy (see
Note 14
).
As of
June 30, 2018
, the Company recorded a net gain of
$138,000
in other comprehensive income (loss) related to its hedging activities. Of this amount, net losses of
$155,000
and
$200,000
for the
three and six
months ended
June 30, 2018
were relieved from other comprehensive income and recognized in cost of goods sold for the underlying intercompany sales that were recognized. There were
no
ineffective hedge gains or losses recognized during the
three
and six months ended
June 30, 2018
. Gains on forward points of
$158,000
and
$219,000
were recognized as incurred for the
three and six
months ended
June 30, 2018
, respectively. Based on the current valuation, the Company expects to reclassify net gains of
$319,000
from accumulated other comprehensive income into net earnings during the next 12 months.
The Company recognized net gains of
$414,000
and
$1,316,000
in cost of goods sold for the three and six months ended June 30, 2017, respectively.
The following tables summarize the net effect of all cash flow hedges on the consolidated condensed financial statements for the
six months ended June 30, 2018
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) Recognized in Other Comprehensive Income
(Effective Portion)
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
Derivatives designated as cash flow hedging instruments
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Foreign currency forward contracts
|
|
$
|
1,739
|
|
|
$
|
(48
|
)
|
|
$
|
138
|
|
|
$
|
(2,302
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) Reclassified from Other Comprehensive Income into Earnings
(Effective Portion)
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
Derivatives designated as cash flow hedging instruments
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Foreign currency forward contracts
|
|
$
|
(155
|
)
|
|
$
|
414
|
|
|
$
|
(200
|
)
|
|
$
|
1,316
|
|
Foreign Currency Forward Contracts Not Designated as Hedging Instruments
The Company uses foreign currency forward contracts that are not designated as qualifying cash flow hedging instruments to mitigate certain balance sheet exposures (payables and receivables denominated in foreign currencies), as well as gains and losses resulting from the translation of the operating results of the Company’s international subsidiaries into U.S. dollars for financial reporting purposes. These contracts generally mature within
12 months
from their inception. At
June 30, 2018
and
December 31, 2017
, the notional amounts of the Company’s foreign currency forward contracts used to mitigate the exposures discussed above were approximately
$82,712,000
and
$4,821,000
, respectively. The increase in foreign currency forward contracts reflects the general timing of when the Company enters into these contracts. The Company estimates the fair values of foreign currency forward contracts based on pricing models using current market rates, and records all derivatives on the balance sheet at fair value with changes in fair value recorded in the consolidated condensed statements of operations. The foreign currency contracts are classified under Level 2 of the fair value hierarchy (see
Note 14
).
The following table summarizes the location of net gains and losses in the consolidated condensed statements of operations that were recognized during the
six months ended June 30, 2018
and
2017
, respectively (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of Net Gain/(Loss) Recognized in Income on Derivative Instruments
|
|
Amount of Net Gain/(Loss) Recognized in Income on
Derivative Instruments
|
Derivatives not designated as hedging instruments
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Foreign currency forward contracts
|
|
Other expense, net
|
|
$
|
7,220
|
|
|
$
|
(1,128
|
)
|
|
$
|
3,360
|
|
|
$
|
(6,303
|
)
|
In addition, for the
three
and six months ended
June 30, 2018
the Company recognized net foreign currency losses related to transactions with its foreign subsidiaries of
$1,873,000
and
$2,508,000
, respectively, and net foreign currency gains related to transactions with its foreign subsidiaries of
$24,000
and
$699,000
, respectively, for the three and
six months ended June 30, 2017
.
Note 16. Accumulated Other Comprehensive Loss
The following table details the amounts reclassified from accumulated other comprehensive loss to cost of goods sold, as well as changes in foreign currency translation for the
six
months ended
June 30, 2018
. Amounts are in thousands.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Instruments
|
|
Foreign Currency Translation
|
|
Total
|
Accumulated other comprehensive loss, December 31, 2017, after tax
|
|
$
|
(328
|
)
|
|
$
|
(5,838
|
)
|
|
$
|
(6,166
|
)
|
Change in derivative instruments
|
|
138
|
|
|
—
|
|
|
138
|
|
Net losses reclassified to cost of goods sold
|
|
200
|
|
|
—
|
|
|
200
|
|
Foreign currency translation adjustments
|
|
—
|
|
|
(5,178
|
)
|
|
(5,178
|
)
|
Income tax benefit
|
|
(170
|
)
|
|
—
|
|
|
(170
|
)
|
Accumulated other comprehensive loss, June 30, 2018, after tax
|
|
$
|
(160
|
)
|
|
$
|
(11,016
|
)
|
|
$
|
(11,176
|
)
|
Note 17. Segment Information
The Company has three operating segments that are organized on the basis of products, namely (i) Golf Clubs, (ii) Golf Balls and (iii) Gear, Accessories and Other. The Golf Clubs segment consists of Callaway Golf drivers and fairway woods, hybrids, irons and wedges, Odyssey putters, including Toulon Design putters by Odyssey, packaged sets and sales of pre-owned golf clubs. At the product category level, sales of packaged sets are included within irons, and sales of pre-owned golf clubs are included in the respective woods, irons and putters product categories. The Golf Balls segment consists of Callaway Golf and Strata golf balls that are designed, manufactured and sold by the Company. The Gear, Accessories and Other segment consists of golf apparel and footwear, golf bags, golf gloves, travel gear, headwear and other lifestyle and golf-related apparel, gear and accessories, OGIO branded gear and accessories, sales of apparel and accessories from the Company's joint venture in Japan, TravisMathew branded apparel, and royalties from licensing of the Company’s trademarks and service marks for various soft goods products. There are no significant intersegment transactions.
The table below contains information utilized by management to evaluate its operating segments for the interim periods presented (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Net sales:
|
|
|
|
|
|
|
|
Golf Clubs
|
$
|
232,802
|
|
|
$
|
196,291
|
|
|
$
|
490,243
|
|
|
$
|
389,882
|
|
Golf Balls
|
65,882
|
|
|
48,767
|
|
|
120,804
|
|
|
96,991
|
|
Gear, Accessories and Other
|
97,627
|
|
|
59,490
|
|
|
188,455
|
|
|
126,602
|
|
|
$
|
396,311
|
|
|
$
|
304,548
|
|
|
$
|
799,502
|
|
|
$
|
613,475
|
|
Income before income taxes:
|
|
|
|
|
|
|
|
Golf Clubs
|
$
|
50,751
|
|
|
$
|
38,445
|
|
|
$
|
117,338
|
|
|
$
|
73,398
|
|
Golf Balls
|
13,288
|
|
|
10,939
|
|
|
25,813
|
|
|
22,460
|
|
Gear, Accessories and Other
|
24,069
|
|
|
11,877
|
|
|
44,406
|
|
|
21,496
|
|
Reconciling items
(1)
|
(9,927
|
)
|
|
(13,737
|
)
|
|
(29,426
|
)
|
|
(30,744
|
)
|
|
$
|
78,181
|
|
|
$
|
47,524
|
|
|
$
|
158,131
|
|
|
$
|
86,610
|
|
Additions to long-lived assets:
|
|
|
|
|
|
|
|
Golf Clubs
|
$
|
3,291
|
|
|
$
|
2,817
|
|
|
$
|
6,189
|
|
|
$
|
6,612
|
|
Golf Balls
|
5,546
|
|
|
2,553
|
|
|
8,081
|
|
|
5,088
|
|
Gear, Accessories and Other
|
1,176
|
|
|
1,024
|
|
|
2,558
|
|
|
1,526
|
|
|
$
|
10,013
|
|
|
$
|
6,394
|
|
|
$
|
16,828
|
|
|
$
|
13,226
|
|
|
|
(1)
|
Reconciling items represent corporate general and administrative expenses and other income (expense) not included by management in determining segment profitability.
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
Total Assets:
|
|
|
|
Golf Clubs
|
$
|
299,938
|
|
|
$
|
321,265
|
|
Golf Balls
|
59,050
|
|
|
57,120
|
|
Gear, Accessories and Other
|
236,961
|
|
|
236,515
|
|
Reconciling items
(1)
|
479,473
|
|
|
376,257
|
|
|
$
|
1,075,422
|
|
|
$
|
991,157
|
|
Goodwill:
|
|
|
|
Golf Clubs
|
$
|
26,530
|
|
|
$
|
26,904
|
|
Golf Balls
|
—
|
|
|
—
|
|
Gear, Accessories and Other
|
29,525
|
|
|
29,525
|
|
|
$
|
56,055
|
|
|
$
|
56,429
|
|
|
|
(1)
|
Total assets by reportable segment are comprised of net inventory, certain property, plant and equipment, intangible assets and goodwill. Reconciling items represent unallocated corporate assets not segregated between the three segments including cash and cash equivalents, net accounts receivable, and deferred tax assets.
|