Form 10-Q |
ý | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Callaway Golf Company (Exact name of registrant as specified in its charter) | ||
Delaware | 95-3797580 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | o | Accelerated filer | ý | |||
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 5. | ||
Item 6. |
June 30, 2013 | December 31, 2012 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 29,959 | $ | 52,003 | ||||
Accounts receivable, net | 229,290 | 91,072 | ||||||
Inventories | 187,230 | 211,734 | ||||||
Other current assets | 32,216 | 29,791 | ||||||
Assets held for sale | — | 2,396 | ||||||
Total current assets | 478,695 | 386,996 | ||||||
Property, plant and equipment, net | 76,019 | 89,093 | ||||||
Intangible assets, net | 88,943 | 89,189 | ||||||
Goodwill | 28,407 | 29,034 | ||||||
Other assets | 43,636 | 43,324 | ||||||
Total assets | $ | 715,700 | $ | 637,636 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 127,688 | $ | 129,021 | ||||
Accrued employee compensation and benefits | 25,443 | 20,649 | ||||||
Accrued warranty expense | 8,241 | 7,539 | ||||||
Asset-based credit facility | 38,500 | — | ||||||
Other current liabilities | 5,534 | 4,357 | ||||||
Total current liabilities | 205,406 | 161,566 | ||||||
Long-term liabilities: | ||||||||
Income tax payable | 6,112 | 6,565 | ||||||
Deferred taxes, net | 33,769 | 33,533 | ||||||
Convertible notes, net (Note 3) | 107,477 | 107,133 | ||||||
Long-term incentive compensation and other | 4,904 | 7,131 | ||||||
Commitments and contingencies (Note 13) | ||||||||
Shareholders’ equity: | ||||||||
Preferred stock, $.01 par value, 3,000,000 shares authorized, 417,639 shares issued and outstanding at both June 30, 2013 and December 31, 2012 | 4 | 4 | ||||||
Common stock, $.01 par value, 240,000,000 shares authorized, 72,319,869 and 72,264,020 shares issued at June 30, 2013 and December 31, 2012, respectively | 723 | 723 | ||||||
Additional paid-in capital | 204,553 | 204,510 | ||||||
Retained earnings | 162,551 | 113,831 | ||||||
Accumulated other comprehensive income | 936 | 14,770 | ||||||
Less: Common stock held in treasury, at cost, 1,182,670 and 1,267,436 shares at June 30, 2013 and December 31, 2012, respectively | (13,563 | ) | (14,848 | ) | ||||
Total Callaway Golf Company shareholders’ equity | 355,204 | 318,990 | ||||||
Non-controlling interest in consolidated entity (Note 10) | 2,828 | 2,718 | ||||||
Total shareholders’ equity | 358,032 | 321,708 | ||||||
Total liabilities and shareholders’ equity | $ | 715,700 | $ | 637,636 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net sales | $ | 249,646 | $ | 281,123 | $ | 537,402 | $ | 566,221 | |||||||
Cost of sales | 153,994 | 170,470 | 311,314 | 331,197 | |||||||||||
Gross profit | 95,652 | 110,653 | 226,088 | 235,024 | |||||||||||
Operating expenses: | |||||||||||||||
Selling expense | 61,672 | 75,711 | 129,980 | 152,549 | |||||||||||
General and administrative expense | 15,169 | 18,446 | 29,756 | 30,680 | |||||||||||
Research and development expense | 7,333 | 6,930 | 14,746 | 14,403 | |||||||||||
Total operating expenses | 84,174 | 101,087 | 174,482 | 197,632 | |||||||||||
Income from operations | 11,478 | 9,566 | 51,606 | 37,392 | |||||||||||
Other income (expense), net | 28 | (4,571 | ) | 4,029 | (887 | ) | |||||||||
Income before income taxes | 11,506 | 4,995 | 55,635 | 36,505 | |||||||||||
Income tax provision | 1,435 | 2,196 | 3,904 | 1,904 | |||||||||||
Net income | 10,071 | 2,799 | 51,731 | 34,601 | |||||||||||
Dividends on convertible preferred stock | 783 | 2,625 | 1,566 | 5,250 | |||||||||||
Net income allocable to common shareholders | $ | 9,288 | $ | 174 | $ | 50,165 | $ | 29,351 | |||||||
Earnings per common share: | |||||||||||||||
Basic | $ | 0.13 | $ | 0.00 | $ | 0.71 | $ | 0.45 | |||||||
Diluted | $ | 0.12 | $ | 0.00 | $ | 0.59 | $ | 0.41 | |||||||
Weighted-average common shares outstanding: | |||||||||||||||
Basic | 71,111 | 65,060 | 71,086 | 65,021 | |||||||||||
Diluted | 86,349 | 65,112 | 92,235 | 84,950 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net income | $ | 10,071 | $ | 2,799 | $ | 51,731 | $ | 34,601 | |||||||
Other comprehensive loss: | |||||||||||||||
Foreign currency translation adjustments | (5,702 | ) | (1,361 | ) | (13,834 | ) | (1,068 | ) | |||||||
Comprehensive income | $ | 4,369 | $ | 1,438 | $ | 37,897 | $ | 33,533 |
Six Months Ended June 30, | |||||||
2013 | 2012 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 51,731 | $ | 34,601 | |||
Adjustments to reconcile net income to net cash used in operating activities: | |||||||
Depreciation and amortization | 13,428 | 18,234 | |||||
Deferred taxes | 200 | (1,746 | ) | ||||
Non-cash share-based compensation | 1,670 | 1,896 | |||||
Loss (gain) on disposal of long-lived assets | 2,644 | (975 | ) | ||||
Gain on sale of intangible assets | — | (6,602 | ) | ||||
Discount amortization on convertible notes | 344 | — | |||||
Change in assets and liabilities: | |||||||
Accounts receivable, net | (144,686 | ) | (141,100 | ) | |||
Inventories | 14,381 | 16,769 | |||||
Other assets | (2,875 | ) | 690 | ||||
Accounts payable and accrued expenses | (7,289 | ) | (11,941 | ) | |||
Accrued employee compensation and benefits | 4,816 | (964 | ) | ||||
Accrued warranty expense | 702 | (277 | ) | ||||
Other liabilities | (2,106 | ) | 135 | ||||
Net cash used in operating activities | (67,040 | ) | (91,280 | ) | |||
Cash flows from investing activities: | |||||||
Capital expenditures | (6,004 | ) | (14,115 | ) | |||
Proceeds from sales of property and equipment | 3,935 | 70 | |||||
Net proceeds from sales of intangible assets | — | 26,861 | |||||
Other investing activities | (1,480 | ) | — | ||||
Net cash (used in) provided by investing activities | (3,549 | ) | 12,816 | ||||
Cash flows from financing activities: | |||||||
Dividends paid | (2,989 | ) | (6,554 | ) | |||
Proceeds from credit facilities, net | 38,500 | 70,150 | |||||
Other financing activities | — | 69 | |||||
Net cash provided by financing activities | 35,511 | 63,665 | |||||
Effect of exchange rate changes on cash and cash equivalents | 13,034 | (238 | ) | ||||
Net decrease in cash and cash equivalents | (22,044 | ) | (15,037 | ) | |||
Cash and cash equivalents at beginning of period | 52,003 | 43,023 | |||||
Cash and cash equivalents at end of period | $ | 29,959 | $ | 27,986 | |||
Supplemental disclosures: | |||||||
Cash paid for income taxes, net | $ | (3,578 | ) | $ | (2,983 | ) | |
Cash paid for interest and fees | $ | (3,632 | ) | $ | (2,355 | ) | |
Noncash investing and financing activities: | |||||||
Dividends payable | $ | 131 | $ | 438 | |||
Issuance of treasury stock from the settlement of compensatory stock awards | $ | 1,649 | $ | 3,244 | |||
Acquisition of treasury stock for minimum statutory withholding taxes | $ | (364 | ) | $ | (696 | ) | |
Accrued capital expenditures at period end | $ | 550 | $ | 727 |
Callaway Golf Shareholders | ||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Treasury Stock | |||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Non-Controlling Interest | Total | |||||||||||||||||||||||||||||||||||||
Balance at December 31, 2012 | 418 | $ | 4 | 72,264 | $ | 723 | $ | 204,510 | $ | 113,831 | $ | 14,770 | (1,267 | ) | $ | (14,848 | ) | $ | 2,718 | $ | 321,708 | |||||||||||||||||||||||
Acquisition of treasury stock | — | — | — | — | — | — | — | (56 | ) | (364 | ) | — | (364 | ) | ||||||||||||||||||||||||||||||
Issuance of treasury stock | — | — | — | — | (1,649 | ) | — | — | 140 | 1,649 | — | — | ||||||||||||||||||||||||||||||||
Compensatory stock and stock options | — | — | 56 | — | 1,670 | — | — | — | — | — | 1,670 | |||||||||||||||||||||||||||||||||
Stock dividends | — | — | — | — | 22 | (22 | ) | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Cash dividends | — | — | — | — | — | (2,989 | ) | — | — | — | — | (2,989 | ) | |||||||||||||||||||||||||||||||
Equity adjustment from foreign currency translation | — | — | — | — | — | — | (13,834 | ) | — | — | — | (13,834 | ) | |||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 51,731 | — | — | — | 110 | 51,841 | |||||||||||||||||||||||||||||||||
Balance at June 30, 2013 | 418 | $ | 4 | 72,320 | $ | 723 | $ | 204,553 | $ | 162,551 | $ | 936 | (1,183 | ) | $ | (13,563 | ) | $ | 2,828 | $ | 358,032 |
Cost Reduction Initiatives | |||||||||||||||
Workforce Reductions | Transition Costs | Asset Write-offs | Total | ||||||||||||
Restructuring payable balance, December 31, 2012 | $ | 4,531 | $ | 591 | $ | — | $ | 5,122 | |||||||
Charges to cost and expense | 1,091 | 2,418 | — | 3,509 | |||||||||||
Non-cash items | — | (1,699 | ) | — | (1,699 | ) | |||||||||
Cash payments | (3,547 | ) | (717 | ) | — | (4,264 | ) | ||||||||
Restructuring payable balance, March 31, 2013 | $ | 2,075 | $ | 593 | $ | — | $ | 2,668 | |||||||
Charges to cost and expense | 677 | 997 | 3,324 | 4,998 | |||||||||||
Non-cash items | — | (412 | ) | (3,324 | ) | (3,736 | ) | ||||||||
Cash payments | (1,652 | ) | (1,071 | ) | — | (2,723 | ) | ||||||||
Restructuring payable balance, June 30, 2013 | $ | 1,100 | $ | 107 | $ | — | $ | 1,207 | |||||||
Total future estimated charges as of June 30, 2013 | $ | 700 | $ | 1,700 | $ | — | $ | 2,400 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Earnings per common share—basic | |||||||||||||||
Net income | $ | 10,071 | $ | 2,799 | $ | 51,731 | $ | 34,601 | |||||||
Less: Preferred stock dividends | (783 | ) | (2,625 | ) | (1,566 | ) | (5,250 | ) | |||||||
Net income allocable to common shareholders | $ | 9,288 | $ | 174 | $ | 50,165 | $ | 29,351 | |||||||
Weighted-average common shares outstanding—basic | 71,111 | 65,060 | 71,086 | 65,021 | |||||||||||
Basic earnings per common share | $ | 0.13 | $ | 0.00 | $ | 0.71 | $ | 0.45 | |||||||
Earnings per common share—diluted | |||||||||||||||
Net income | 10,071 | $ | 2,799 | $ | 51,731 | $ | 34,601 | ||||||||
Less: Preferred stock dividends | (783 | ) | (2,625 | ) | — | — | |||||||||
Interest on convertible debt, net of tax | 1,230 | — | 2,439 | — | |||||||||||
Net income including assumed conversions | $ | 10,518 | $ | 174 | $ | 54,170 | $ | 34,601 | |||||||
Weighted-average common shares outstanding—basic | 71,111 | 65,060 | 71,086 | 65,021 | |||||||||||
Convertible notes weighted-average shares outstanding | 15,000 | — | 15,000 | — | |||||||||||
Preferred stock weighted-average shares outstanding | — | — | 5,924 | 19,858 | |||||||||||
Options, restricted stock and other dilutive securities | 238 | 52 | 225 | 71 | |||||||||||
Weighted-average common shares outstanding—diluted | 86,349 | 65,112 | 92,235 | 84,950 | |||||||||||
Dilutive earnings per common share | $ | 0.12 | $ | 0.00 | $ | 0.59 | $ | 0.41 |
June 30, 2013 | December 31, 2012 | |||||||
Inventories: | ||||||||
Raw materials | $ | 43,851 | $ | 43,469 | ||||
Work-in-process | 379 | 619 | ||||||
Finished goods | 143,000 | 167,646 | ||||||
$ | 187,230 | $ | 211,734 |
Useful Life (Years) | June 30, 2013 | December 31, 2012 | |||||||||||||||||||||||||||
Gross | Accumulated Amortization | Net Book Value | Gross | Accumulated Amortization | Net Book Value | ||||||||||||||||||||||||
Non-Amortizing: | |||||||||||||||||||||||||||||
Trade name, trademark and trade dress and other | NA | $ | 88,590 | $ | — | $ | 88,590 | $ | 88,590 | $ | — | $ | 88,590 | ||||||||||||||||
Amortizing: | |||||||||||||||||||||||||||||
Patents | 2-16 | 31,581 | 31,256 | 325 | 31,581 | 31,022 | 559 | ||||||||||||||||||||||
Developed technology and other | 1-9 | 7,961 | 7,933 | 28 | 7,961 | 7,921 | 40 | ||||||||||||||||||||||
Total intangible assets | $ | 128,132 | $ | 39,189 | $ | 88,943 | $ | 128,132 | $ | 38,943 | $ | 89,189 |
Remainder of 2013 | $ | 42 | |
2014 | 68 | ||
2015 | 51 | ||
2016 | 51 | ||
2017 | 51 | ||
2018 | 51 | ||
Thereafter | 39 | ||
$ | 353 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Beginning balance | $ | 7,887 | $ | 8,262 | $ | 7,539 | $ | 8,140 | |||||||
Provision | 2,310 | 1,919 | 4,145 | 3,773 | |||||||||||
Claims paid/costs incurred | (1,956 | ) | (2,318 | ) | (3,443 | ) | (4,050 | ) | |||||||
Ending balance | $ | 8,241 | $ | 7,863 | $ | 8,241 | $ | 7,863 |
Tax Jurisdiction | Years No Longer Subject to Audit |
U.S. federal | 2008 and prior |
California (United States) | 2007 and prior |
Canada | 2005 and prior |
Japan | 2006 and prior |
South Korea | 2008 and prior |
United Kingdom | 2008 and prior |
Remainder of 2013 | $ | 39,562 | |
2014 | 13,679 | ||
2015 | 2,453 | ||
2016 | 935 | ||
2017 | 203 | ||
$ | 56,832 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Cost of sales | $ | 65 | $ | 67 | $ | 145 | $ | 147 | |||||||
Operating expenses | 986 | 944 | 2,225 | 3,729 | |||||||||||
Total cost of share-based compensation included in income, before income tax | $ | 1,051 | $ | 1,011 | $ | 2,370 | $ | 3,876 |
Six Months Ended June 30, | |||||
2013 | 2012 | ||||
Dividend yield | 0.6 | % | 1.2 | % | |
Expected volatility | 48.8 | % | 50.6 | % | |
Risk free interest rate | 0.7 | % | 0.8 | % | |
Expected life | 4.3 years | 4.9 years |
Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||
Foreign currency derivative instruments—asset position | $ | 7,115 | $ | — | $ | 7,115 | $ | — | |||||||
Foreign currency derivative instruments—liability position | (625 | ) | — | (625 | ) | — | |||||||||
$ | 6,490 | $ | — | $ | 6,490 | $ | — |
June 30, 2013 | December 31, 2012 | ||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||
Convertible notes(1) | $ | 107,477 | $ | 120,566 | $ | 107,133 | $ | 118,406 | |||||||
Standby letters of credit(2) | $ | 2,709 | $ | 2,709 | $ | 3,265 | $ | 3,265 |
(1) | The carrying value of the convertible notes at June 30, 2013 and December 31, 2012, is net of the unamortized discount of $5,023,000 and $5,367,000, respectively (see Note 3). The fair value of the convertible notes was determined based on secondary quoted market prices, and as such is classified as Level 2 in the fair value hierarchy. |
(2) | Amounts outstanding under standby letters of credit represent the Company’s contingent obligation to perform in accordance with the underlying contracts to which they pertain. The fair value of standby letters is classified as Level 1 as it approximates the carrying value due to the short term nature of these obligations. |
Derivatives not designated as hedging instruments | Asset Derivatives | ||||||||||
June 30, 2013 | December 31, 2012 | ||||||||||
Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||||
Foreign currency exchange contracts | Other current assets | $ | 7,115 | Other current assets | $ | 5,011 |
Derivatives not designated as hedging instruments | Liability Derivatives | ||||||||||
June 30, 2013 | December 31, 2012 | ||||||||||
Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||||
Foreign currency exchange contracts | Accounts payable and accrued expenses | $ | 625 | Accounts payable and accrued expenses | $ | 1,046 |
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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Foreign currency exchange contracts | Other income (expense), net | $ | 4,956 | $ | (2,200 | ) | $ | 12,803 | $ | 3,485 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net sales: | |||||||||||||||
Golf Clubs | $ | 206,218 | $ | 231,285 | $ | 450,989 | $ | 473,837 | |||||||
Golf Balls | 43,428 | 49,838 | 86,413 | 92,384 | |||||||||||
$ | 249,646 | $ | 281,123 | $ | 537,402 | $ | 566,221 | ||||||||
Income before income taxes: | |||||||||||||||
Golf Clubs(1) | $ | 20,831 | $ | 17,953 | $ | 64,821 | $ | 50,595 | |||||||
Golf Balls(1) | 710 | 4,162 | 6,896 | 5,739 | |||||||||||
Reconciling items(2) | (10,035 | ) | (17,120 | ) | (16,082 | ) | (19,829 | ) | |||||||
$ | 11,506 | $ | 4,995 | $ | 55,635 | $ | 36,505 | ||||||||
Additions to long-lived assets: | |||||||||||||||
Golf Clubs | $ | 2,827 | $ | 5,208 | $ | 6,433 | $ | 12,715 | |||||||
Golf Balls | 18 | 56 | 28 | 239 | |||||||||||
$ | 2,845 | $ | 5,264 | $ | 6,461 | $ | 12,954 |
(1) | In connection with the Cost Reduction Initiatives (see Note 2), the Company’s golf clubs and golf balls segments recognized pre-tax charges of $572,000 and $4,112,000, respectively, during the three months ended June 30, 2013, and $1,667,000 and $324,000, respectively, during the three months ended June 30, 2012. The Company's golf clubs and golf balls segments recognized pre-tax charges of $3,272,000 and $4,228,000, respectively, during the six months ended June 30, 2013, in connection with these initiatives, and $1,686,000 and $333,000, respectively, during the six months ended June 30, 2012. |
(2) | Reconciling items represent corporate general and administrative expenses and other income (expense) not included by management in determining segment profitability. During the three and six months ended June 30, 2013, the reconciling items include pre-tax charges of $314,000 and $1,007,000, respectively, related to the Cost Reduction Initiatives. During both the three and six months ended June 30, 2012, the reconciling items include pre-tax charges of $2,652,000 in connection with these initiatives. In addition, reconciling items for the six months ended June 30, 2012, include a pre-tax gain of $6,602,000 in connection with the sale of Top-Flite and Ben Hogan brands. |
Three Months Ended June 30, | Decline | |||||||||||||
2013 | 2012 | Dollars | Percent | |||||||||||
Net sales: | ||||||||||||||
Golf clubs | $ | 206.2 | $ | 231.3 | $ | (25.1 | ) | (11 | )% | |||||
Golf balls | 43.4 | 49.8 | (6.4 | ) | (13 | )% | ||||||||
$ | 249.6 | $ | 281.1 | $ | (31.5 | ) | (11 | )% |
Three Months Ended June 30, | Decline | |||||||||||||
2013 | 2012 | Dollars | Percent | |||||||||||
Net sales: | ||||||||||||||
United States | $ | 124.4 | $ | 142.3 | $ | (17.9 | ) | (13 | )% | |||||
Europe | 40.2 | 43.4 | (3.2 | ) | (7 | )% | ||||||||
Japan | 36.7 | 37.0 | (0.3 | ) | (1 | )% | ||||||||
Rest of Asia | 22.9 | 26.6 | (3.7 | ) | (14 | )% | ||||||||
Other countries | 25.4 | 31.8 | (6.4 | ) | (20 | )% | ||||||||
$ | 249.6 | $ | 281.1 | $ | (31.5 | ) | (11 | )% |
Three Months Ended June 30, | |||||||
2013 | 2012 | ||||||
Pre-tax charges related to the Cost Reduction Initiatives | $ | (5.0 | ) | $ | (4.6 | ) | |
Income tax provision(1) | (1.4 | ) | (2.2 | ) | |||
Total charges | $ | (6.4 | ) | $ | (6.8 | ) |
(1) | The Company’s income tax provision for 2013 and 2012 is affected by the establishment of a valuation allowance against the Company’s U.S. deferred tax assets and is therefore not directly correlated to the amount of its pretax income. See Note 12 “Income Taxes” to the Notes to Consolidated Condensed Financial Statements included in this Form 10-Q. |
Three Months Ended June 30, | Growth/(Decline) | |||||||||||||
2013 | 2012 | Dollars | Percent | |||||||||||
Net sales: | ||||||||||||||
Woods | $ | 71.9 | $ | 58.6 | $ | 13.3 | 23 | % | ||||||
Irons | 55.5 | 57.8 | (2.3 | ) | (4 | )% | ||||||||
Putters | 22.9 | 38.9 | (16.0 | ) | (41 | )% | ||||||||
Accessories and other | 55.9 | 76.0 | (20.1 | ) | (26 | )% | ||||||||
$ | 206.2 | $ | 231.3 | $ | (25.1 | ) | (11 | )% |
Three Months Ended June 30, | Decline | |||||||||||||
2013 | 2012 | Dollars | Percent | |||||||||||
Net sales: | ||||||||||||||
Golf balls | $ | 43.4 | $ | 49.8 | $ | (6.4 | ) | (13 | )% |
Three Months Ended June 30, | Growth/(Decline) | |||||||||||||
2013 | 2012 | Dollars | Percent | |||||||||||
Income before income taxes: | ||||||||||||||
Golf clubs(1) | $ | 20.8 | $ | 18.0 | $ | 2.8 | 16 | % | ||||||
Golf balls(1) | 0.7 | 4.2 | (3.5 | ) | (83 | )% | ||||||||
Reconciling items(2) | (10.0 | ) | (17.2 | ) | 7.2 | 42 | % | |||||||
$ | 11.5 | $ | 5.0 | $ | 6.5 | 130 | % |
(1) | In connection with the Cost Reduction Initiatives (see Note 2 "Cost Reduction Initiatives" to the Notes to Consolidated Condensed Financial Statements), during the three months ended June 30, 2013 and 2012, the Company’s golf clubs segment recognized pre-tax charges of $0.6 million and $1.7 million, respectively, and golf balls segment recognized pre-tax charges of $4.1 million and $0.3 million, respectively, related to these initiatives. |
(2) | Reconciling items represent corporate general and administrative expenses and other income (expense) not included by management in determining segment profitability. For the second quarter of 2013 and 2012, the reconciling items include pre-tax charges of $0.3 million and $2.7 million, respectively, related to the Cost Reduction Initiatives. |
Six Months Ended June 30, | Decline | |||||||||||||
2013 | 2012 | Dollars | Percent | |||||||||||
Net sales: | ||||||||||||||
Golf clubs | $ | 451.0 | $ | 473.8 | $ | (22.8 | ) | (5 | )% | |||||
Golf balls | 86.4 | 92.4 | (6.0 | ) | (6 | )% | ||||||||
$ | 537.4 | $ | 566.2 | $ | (28.8 | ) | (5 | )% |
Six Months Ended June 30, | Growth/(Decline) | |||||||||||||
2013 | 2012 | Dollars | Percent | |||||||||||
Net sales: | ||||||||||||||
United States | $ | 284.1 | $ | 292.0 | $ | (7.9 | ) | (3 | )% | |||||
Europe | 78.5 | 86.1 | (7.6 | ) | (9 | )% | ||||||||
Japan | 80.8 | 79.2 | 1.6 | 2 | % | |||||||||
Rest of Asia | 43.0 | 44.6 | (1.6 | ) | (4 | )% | ||||||||
Other countries | 51.0 | 64.3 | (13.3 | ) | (21 | )% | ||||||||
$ | 537.4 | $ | 566.2 | $ | (28.8 | ) | (5 | )% |
Six Months Ended June 30, | |||||||
2013 | 2012 | ||||||
Pre-tax charges related to the Cost Reduction Initiatives | $ | (8.5 | ) | $ | (4.7 | ) | |
Pre-tax gain on the sale of brands | — | 6.6 | |||||
Income tax provision(1) | (3.9 | ) | (1.9 | ) | |||
Total charges | $ | (12.4 | ) | $ | — |
(1) | The Company’s income tax provision for 2013 and 2012 is affected by the establishment of a valuation allowance against the Company’s U.S. deferred tax assets and is therefore not directly correlated to the amount of its pretax income. See Note 12 “Income Taxes” to the Notes to Consolidated Condensed Financial Statements included in this Form 10-Q. |
Six Months Ended June 30, | Growth/(Decline) | |||||||||||||
2013 | 2012 | Dollars | Percent | |||||||||||
Net sales: | ||||||||||||||
Woods | $ | 171.5 | $ | 149.3 | $ | 22.2 | 15 | % | ||||||
Irons | 113.0 | 116.1 | (3.1 | ) | (3 | )% | ||||||||
Putters | 55.4 | 62.9 | (7.5 | ) | (12 | )% | ||||||||
Accessories and other | 111.1 | 145.5 | (34.4 | ) | (24 | )% | ||||||||
$ | 451.0 | $ | 473.8 | $ | (22.8 | ) | (5 | )% |
Six Months Ended June 30, | Decline | |||||||||||||
2013 | 2012 | Dollars | Percent | |||||||||||
Net sales: | ||||||||||||||
Golf balls | $ | 86.4 | $ | 92.4 | $ | (6.0 | ) | (6 | )% |
Six Months Ended June 30, | Growth | |||||||||||||
2013 | 2012 | Dollars | Percent | |||||||||||
Income before income taxes: | ||||||||||||||
Golf clubs(1) | $ | 64.8 | $ | 50.6 | $ | 14.2 | 28 | % | ||||||
Golf balls(1) | 6.9 | 5.7 | 1.2 | 21 | % | |||||||||
Reconciling items(2) | (16.1 | ) | (19.8 | ) | 3.7 | 19 | % | |||||||
$ | 55.6 | $ | 36.5 | $ | 19.1 | 52 | % |
(1) | In connection with the Cost Reduction Initiatives (see Note 2 "Cost Reduction Initiatives" to the Notes to Consolidated Condensed Financial Statements), during the six months ended June 30, 2013 and 2012, the Company’s golf clubs segment recognized $3.3 million and $1.7 million, respectively, and the golf balls segment recognized $4.2 million and $0.3 million, respectively, in pre-tax charges related to these initiatives. |
(2) | Reconciling items represent corporate general and administrative expenses and other income (expense) not included by management in determining segment profitability. For the six months ended June 30, 2013 and 2012, the reconciling items |
Payments Due By Period | |||||||||||||||||||
Total | Less than 1 Year | 1-3 Years | 4-5 Years | More than 5 Years | |||||||||||||||
Convertible notes(1) | $ | 112.5 | $ | — | $ | — | $ | — | $ | 112.5 | |||||||||
Interest on convertible notes(1) | 25.9 | 4.2 | 8.6 | 8.4 | 4.7 | ||||||||||||||
Unconditional purchase obligations(2) | 56.8 | 39.5 | 17.1 | 0.2 | — | ||||||||||||||
Operating leases(3) | 34.6 | 13.3 | 16.8 | 4.5 | — | ||||||||||||||
Uncertain tax contingencies(4) | 8.0 | 0.8 | 3.4 | 1.8 | 2.0 | ||||||||||||||
Total | $ | 237.8 | $ | 57.8 | $ | 45.9 | $ | 14.9 | $ | 119.2 |
(1) | In August 2012, the Company issued $112.5 million of convertible notes due August 15, 2019. Interest of 3.75% per year on the principal amount is payable semiannually in arrears on February 15 and August 15 of each year. |
(2) | During the normal course of its business, the Company enters into agreements to purchase goods and services, including purchase commitments for production materials, 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, reductions in payment obligations if designated minimum performance criteria are not achieved, and severance arrangements. The amounts listed approximate minimum purchase obligations, base compensation, and guaranteed minimum royalty payments the Company is obligated to pay under these agreements. The actual amounts paid under some of these agreements may be higher or lower than the amounts included. In the aggregate, the actual amount paid under these obligations is likely to be higher than the amounts listed as a result of the variable nature of these obligations. 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 line item. |
(3) | The Company leases certain warehouse, distribution and office facilities, vehicles and office equipment under operating leases. The amounts presented in this line item represent commitments for minimum lease payments under non-cancelable operating leases. |
(4) | Amount represents total uncertain income tax positions. For further discussion see Note 12 “Income Taxes” to the Consolidated Condensed Financial Statements in this Form 10-Q. |
Three Months Ended June 30, 2013 | |||||||||||||||||||||
Total Number of Shares Purchased | Weighted Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Maximum Dollar Value that May Yet Be Purchased Under the Programs | ||||||||||||||||||
April 1, 2013-April 30, 2013 | — | $ | — | — | $ | 72,437 | |||||||||||||||
May 1, 2013-May 31, 2013 | 1 | $ | 6.66 | 1 | $ | 72,430 | |||||||||||||||
June 1, 2013-June 30, 2013 | — | $ | — | — | $ | 72,430 | |||||||||||||||
Total | 1 | $ | 6.66 | 1 | $ | 72,430 |
3.1 | Certificate of Incorporation, incorporated herein by this reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on July 1, 1999 (file no. 1-10962). | ||
3.2 | Fifth Amended and Restated Bylaws, as amended and restated as of November 18, 2008, incorporated herein by this reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on November 21, 2008 (file no. 1-10962). | ||
3.3 | Amended and Restated Certificate of Designation for 7.50% Series B Cumulative Perpetual Convertible Preferred Stock, incorporated herein by this reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on March 5, 2010 (file no. 1-10962). | ||
4.1 | Form of Specimen Stock Certificate for Common Stock, incorporated herein by this reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on September 15, 2009 (file no. 1-10962). | ||
4.2 | Form of Specimen Stock Certificate for 7.50% Series B Cumulative Perpetual Convertible Preferred Stock, incorporated herein by this reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed with the Commission on September 15, 2009 (file no. 1-10962). | ||
4.3 | Indenture, dated as of August 29, 2012 between Callaway Golf Company and Wilmington Trust, National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on September 4, 2012 (file No. 1-10962). | ||
4.4 | Global Note due 2019, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed with the Commission on September 4, 2012 (file No. 1-10962). | ||
10.1 | Callaway Golf Company Amended and Restated 2004 Incentive Plan (effective May 19, 2009), incorporated herein by this reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A, as filed with the Commission on April 5, 2013 (file no. 1-10962). | ||
10.2 | Callaway Golf Company 2013 Non-Employee Directors Stock Incentive Plan (effective May 15, 2013), incorporated herein by this reference to Appendix B to the Company's Definitive Proxy Statement on Schedule 14A, as filed with the Commission on April 5, 2013 (file no. 1-10962). | ||
10.3 | Form of Notice of Grant of Restricted Stock Agreement for Non-Employee Directors.† | ||
31.1 | Certification of Oliver G. Brewer III pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.† | ||
31.2 | Certification of Bradley J. Holiday pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.† | ||
32.1 | Certification of Oliver G. Brewer III and Bradley J. Holiday pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.† | ||
101.1 | XBRL Instance Document* | ||
101.2 | XBRL Taxonomy Extension Schema Document* | ||
101.3 | XBRL Taxonomy Extension Calculation Linkbase Document* | ||
101.4 | XBRL Taxonomy Extension Definition Linkbase Document* | ||
101.5 | XBRL Taxonomy Extension Label Linkbase Document* | ||
101.6 | XBRL Taxonomy Extension Presentation Linkbase Document* |
(†) | Included with this Report. |
* | The XBRL information is being furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any registration statement under the Securities Act of 1933, as amended. |
CALLAWAY GOLF COMPANY | ||
By: | /s/ Jennifer Thomas | |
Jennifer Thomas | ||
Vice President and Chief Accounting Officer |
Exhibit | Description | ||
10.3 | Form of Notice of Grant of Restricted Stock Agreement for Non-Employee Directors. | ||
31.1 | Certification of Oliver G. Brewer III pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31.2 | Certification of Bradley J. Holiday pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32.1 | Certification of Oliver G. Brewer III and Bradley J. Holiday pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
101.1 | XBRL Instance Document* | ||
101.2 | XBRL Taxonomy Extension Schema Document* | ||
101.3 | XBRL Taxonomy Extension Calculation Linkbase Document* | ||
101.4 | XBRL Taxonomy Extension Definition Linkbase Document* | ||
101.5 | XBRL Taxonomy Extension Label Linkbase Document* | ||
101.6 | XBRL Taxonomy Extension Presentation Linkbase Document* |
* | The XBRL information is being furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any registration statement under the Securities Act of 1933, as amended. |
1. | Governing Plan. The Recipient hereby acknowledges receipt of a copy of the Plan and the Prospectus for the Plan (the “Plan Prospectus”). This Restricted Stock Unit award is subject in all respects to the applicable provisions of the Plan, which are incorporated herein by this reference. In the case of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan will control. |
2. | Grant of Restricted Stock Unit. Effective as of the Effective Grant Date identified above, the Company has granted and issued to the Recipient the Number of Restricted Stock Units with respect to the Company’s Common Stock identified above (the “RSUs”), representing an unfunded, unsecured promise of the Company to deliver shares of Common Stock in the future, subject to the claims of the Company’s creditors and the terms, conditions and restrictions set forth in this Agreement. Nothing contained in this Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between Recipient and the Company or any other person. |
3. | Restrictions on the RSU. The RSU is subject to the following restrictions: |
(a) | No Transfer. The RSU and the shares of Common Stock it represents may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered until shares are actually issued, and any additional requirements or restrictions contained in this Agreement have been satisfied, terminated or waived by the Company in writing. |
(b) | Cancellation of Unvested Shares. In the event Recipient ceases to provide “Continuous Service” (as defined below) for any reason before the RSU vests pursuant to paragraph 4 and the restrictions set forth in paragraph 3 expire, this award shall be cancelled with respect to any then unvested shares (and any related unvested dividend equivalents) and no additional shares of Common Stock shall vest; provided, however, that the Board of Directors or a designated Board committee (the “Board”) may, in its discretion, determine not to cancel and void all or part of such unvested award, in which case the Board may impose whatever conditions it considers appropriate with respect to such portion of the unvested award. |
4. | Lapse of Restrictions. The restrictions imposed under paragraph 3 will lapse and expire, and the RSU will vest, in accordance with the following: |
(a) | Vesting Schedule. Subject to earlier cancellation, and subject to the accelerated vesting provisions, if any, set forth in any agreement between Recipient and the Company or its Affiliate, as the same may be amended, modified, extended or renewed from time to time, the restrictions imposed under paragraph 3 will lapse and be removed with respect to the number of RSUs set forth below in accordance with the vesting schedule set forth below (the “Vesting Schedule”); provided, however, that to the extent required by Section 409A of the Code and the regulations and other guidance thereunder, no shares subject to this award shall vest prior to the date that is at least 12 months and 30 days following the Effective Grant Date set forth above: |
(b) | Effect of Vesting. The Company will deliver to Recipient a number of shares of Common Stock equal to the number of vested shares of Common Stock subject to the RSU on the vesting date or dates provided herein; provided, however, that if within the 30-day period following the Effective Grant Date, Recipient elects to defer delivery of such shares of Common Stock beyond the vesting date, then the Company will deliver such shares to Recipient on the date or dates that Recipient so elects (the “Settlement Date”); provided further, that notwithstanding any such deferral election, if Recipient ceases to provide Continuous Service and has a “separation from service” with the Company for purposes of Section 409A of the Code, then, subject to the provisions of Section 409A of the Code, all vested shares of Common Stock subject to the award shall be delivered to Recipient as soon as administratively practicable after the date of separation from service. If such deferral election is made, the Board will, in its sole discretion, establish the rules and procedures for such deferrals. Notwithstanding the foregoing, in the event that the Company (i) is required to withhold taxes upon vesting but does not elect to withhold shares otherwise issuable to Recipient to satisfy the Company’s tax withholding obligation and (ii) determines that Recipient’s sale of shares of Company stock on the date the shares subject to the award are scheduled to be delivered, whether or not deferred (the “Original Distribution Date”) would violate its policy regarding insider |
(c) | Payment of Taxes. If applicable, upon vesting and/or issuance of Common Stock in accordance with the foregoing, Recipient must pay in the form of a check or cash or other cash equivalents to the Company such amount as the Company determines it is required to withhold under applicable laws as a result of such vesting and/or issuance. In this regard, Recipient authorizes the Company and/or its Affiliate to withhold all applicable tax-related items legally payable by Recipient from his or her wages or other cash compensation paid to Recipient by the Company and/or Affiliate or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under applicable law, the Company may (1) cause the Recipient to sell shares of Common Stock that Recipient acquires to meet the withholding obligation for tax-related items, and/or (2) withhold from the shares of Common Stock otherwise issuable to Recipient that number of shares having an aggregate Fair Market Value (as defined in the Plan), determined as of the date the withholding tax obligation arises, equal to the amount of the total withholding tax obligation; provided, however, that, the number of shares so withheld shall not have an aggregate Fair Market Value in excess of the minimum required withholding. Recipient acknowledges that the ultimate liability for all tax-related items legally due by Recipient is and remains Recipient’s responsibility and that Company and/or its Affiliates (1) make no representations or undertakings regarding the treatment of any tax-related items in connection with any aspect of the RSU grant, including the grant or vesting of the RSU, the subsequent sale of shares of Common Stock and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the RSU to reduce or eliminate Recipient’s liability for tax-related items. |
5. | Voting and Other Rights. Notwithstanding anything to the contrary in the foregoing, until the issuance of shares of Common Stock pursuant to Section 4(b), the Recipient shall not have any right in, to or with respect to any of the shares of Common Stock (including any voting rights or rights with respect to Dividend RSUs, as defined below) issuable under this Agreement until the shares are actually issued to the Recipient. |
6. | Dividend Equivalents. If a cash dividend is paid with respect to shares of Common Stock, Recipient shall be credited with additional RSUs as dividend equivalent payments (“Dividend RSUs”) on unissued RSUs which will be earned upon the vesting of the RSUs on which the Dividend RSUs were credited, and paid out upon issuance of the Common Stock represented by the RSUs on which the Dividend RSUs were credited. Any credited Dividend RSUs will be included in future calculations of unissued RSUs that are eligible to receive additional RSUs as dividend equivalent payments in connection with subsequent cash dividend payments. Dividend RSUs shall be paid in additional shares of Common Stock at the time of issuance, except that any fractional Dividend RSUs shall be paid in cash. |
7. | Nature of Grant. In accepting the grant, Recipient acknowledges that: |
(a) | the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; |
(b) | the grant of the RSU is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past, and all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Company; |
(c) | Recipient’s participation in the Plan shall not create a right to Continued Service with the Company or an Affiliate and shall not interfere with the ability the Company or an Affiliate to terminate Recipient’s service relationship at any time with or without cause; |
(d) | Recipient is voluntarily participating in the Plan; |
(e) | the RSU is an extraordinary benefit and is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or an Affiliate; |
(f) | the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty, and if Recipient vests in the RSU and obtains shares of Common Stock, the value of those shares may increase or decrease in value; and |
(g) | in consideration of the grant of the RSU, no claim or entitlement to compensation or damages shall arise from termination of the RSU or diminution in value of the RSU or shares of Common Stock acquired through vesting of the RSU resulting from termination of Recipient’s Continuous Service by the Company or an Affiliate (for any reason whatsoever) and Recipient irrevocably releases the Company and its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, Recipient shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. |
8. | Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the RSU and participation in the Plan or future RSUs that may be granted under the Plan by electronic means or to request Recipient consent to participate in the Plan by electronic means. Recipient hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. |
9. | Taxable Event. The Recipient acknowledges that the issuance of the RSU shares will have significant tax consequences to the Recipient and Recipient is hereby advised to consult with Recipient’s own tax advisors concerning such tax consequences. A general description of the U.S. federal income tax consequences related to restricted stock unit awards is set forth in the Plan Prospectus. |
10. | Treatment of Parachute Payments. To the extent that any or all of the payments and benefits provided for in this Agreement and pursuant to any other agreements with Recipient constitute “parachute payments” within the meaning of Section 280G of the Code and, but for this Section 10, would be subject to the excise tax imposed by Section 4999 of the Code, then the aggregate amount of such payments and benefits shall be reduced by the minimum amounts necessary to equal one dollar less than the amount which would result in such payments and benefits being subject to such excise tax. The reduction, unless the Recipient elects otherwise, shall be in such order that provides Recipient with the greatest after-tax amount possible. All determinations required to be made under this Section 10, including whether a payment would result in a parachute payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm agreed to by the Company and Recipient. The Company shall pay the cost of the accounting firm, and the accounting firm shall provide detailed supporting calculations both to the Company and the Recipient. The determination of the accounting firm shall be final and binding upon the Company and the Recipient, except that if, as a result of subsequent events or conditions (including a subsequent payment or the absence of a subsequent payment or a determination by the Internal Revenue Service or applicable court), it is determined that the excess parachute payments, excise tax or any reduction in the amount of payments and benefits, is or should be other than as determined initially, an appropriate adjustment shall be made, as applicable, to reflect the final determination. |
11. | Amendment. This Agreement may be amended only by a writing executed by the Company and Recipient which specifically states that it is amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to Recipient, and provided that no such amendment adversely affecting Recipient’s rights hereunder may be made without Recipient’s written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to Recipient, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. |
12. | Miscellaneous. |
(a) | The rights and obligations of the Company under this Agreement will be transferable by the Company to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. |
(b) | Recipient agrees upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of this Agreement. |
(c) | Recipient acknowledges that the RSU award granted to Recipient under the Plan, and its underlying shares of Common Stock, are subject to all general Company policies as amended from time to time, including the Company’s insider trading policies. |
13. | Severability. The provisions of this Agreement shall be deemed to be severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is held to be invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severed, and in lieu thereof there shall automatically be added as part of this Agreement a suitable and equitable provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision. |
14. | Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware and applicable federal law. |
15. | Irrevocable Arbitration of Disputes. |
(a) | You and the Company agree that any dispute, controversy or claim arising hereunder or in any way related to this Agreement, its interpretation, enforceability, or applicability, that cannot be resolved by mutual agreement of the parties shall be submitted to binding arbitration. The parties agree that arbitration is the parties’ only recourse for such claims and hereby waive the right to pursue such claims in any other forum, unless otherwise provided by law. Any court action involving a dispute which is not subject to arbitration shall be stayed pending arbitration of arbitrable disputes. |
(b) | You and the Company agree that the arbitrator shall have the authority to issue provisional relief. You and the Company further agree that each has the right, pursuant to California Code of Civil Procedure section 1281.8, to apply to a court for a provisional remedy in connection with an arbitrable dispute so as to prevent the arbitration from being rendered ineffective. |
(c) | Any demand for arbitration shall be in writing and must be communicated to the other party prior to the expiration of the applicable statute of limitations. |
(d) | The arbitration shall be administered by JAMS pursuant to its Employment Arbitration Rules and Procedures. The arbitration shall be conducted in San Diego by a former or retired judge or attorney with at least 10 years experience in employment-related disputes, or a non-attorney with like experience in the area of dispute, who shall have the power to hear motions, control discovery, conduct hearings and otherwise do all that is necessary to resolve the matter. The parties must mutually agree on the arbitrator. If the parties cannot agree on the arbitrator after their best efforts, an arbitrator will be selected from JAMS pursuant to its Employment Arbitration Rules and Procedures. The Company shall pay the costs of the arbitrator’s fees. |
(e) | The arbitration will be decided upon a written decision of the arbitrator stating the essential findings and conclusions upon which the award is based. The arbitrator shall have the authority to award damages, if any, to the extent that they are available under applicable law(s). The arbitration award shall be final and binding, and may be entered as a judgment in any court having competent jurisdiction. Either party may seek review pursuant to California Code of Civil Procedure section 1286, et seq. |
(f) | It is expressly understood that the parties have chosen arbitration to avoid the burdens, costs and publicity of a court proceeding, and the arbitrator is expected to handle all aspects of the matter, including discovery and any hearings, in such a way as to minimize the expense, time, burden and publicity of the process, while assuring a fair and just result. In particular, the parties expect that the arbitrator will limit discovery by controlling the amount of discovery that may be taken (e.g., the number of depositions or interrogatories) and by restricting the scope of discovery only to those matters clearly relevant to the dispute. However, at a minimum, each party will be entitled to at least one (1) deposition and shall have access to essential documents and witnesses as determined by the arbitrator. |
(g) | The provisions of this Section shall survive the expiration or termination of the Agreement, and shall be binding upon the parties. |
16. | Data Privacy. Recipient hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this document by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing Recipient’s participation in the Plan. |
(a) | Any person, entity or group, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) but excluding the Company and its subsidiaries and any employee benefit or stock ownership plan of the Company or its subsidiaries and also excluding an underwriter or underwriting syndicate that has acquired the Company’s securities solely in connection with a public offering thereof (such person, entity or group being referred to herein as a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either the then outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors; or |
(b) | Individuals who, as of the effective date hereof, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any individual who becomes a director after the effective date hereof whose election, or nomination for election by the Company’s shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered to be a member of the Incumbent Board unless that individual was nominated or elected by any Person having the power to exercise, through beneficial ownership, voting agreement and/or proxy, 20% or more of either the outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors, in which case that individual shall not be considered to be a member of the Incumbent Board unless such individual’s election or nomination for election by the Company’s shareholders is approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board; or |
(c) | Consummation by the Company of the sale, lease, exchange or other disposition (in one transaction or a series of related transactions) by the Company of all or substantially all of the Company’s assets or a reorganization or merger or consolidation of the Company with any other person, entity or corporation, other than |
(i) | a reorganization or merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto (or, in the case of a reorganization or merger or consolidation that is preceded or accomplished by an acquisition or series of related acquisitions by any Person, by tender or exchange offer or otherwise, of voting securities representing 5% or more of the combined voting power of all securities of the Company, immediately prior to such acquisition or the first acquisition in such series of acquisitions) continuing to represent, either by remaining outstanding or by being converted into voting securities of another entity, more than 50% of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such reorganization or merger or consolidation (or series of related transactions involving such a reorganization or merger or consolidation), or |
(ii) | a reorganization or merger or consolidation effected to implement a recapitalization or reincorporation of the Company (or similar transaction) that does not result in a material change in beneficial ownership of the voting securities of the Company or its successor; or |
(d) | Approval by the shareholders of the Company or an order by a court of competent jurisdiction of a plan of complete liquidation or dissolution of the Company. |
/S/ OLIVER G. BREWER III |
Oliver G. Brewer III President and Chief Executive Officer |
/S/ BRADLEY J. HOLIDAY |
Bradley J. Holiday Senior Executive Vice President and Chief Financial Officer |
/S/ OLIVER G. BREWER III |
Oliver G. Brewer III President and Chief Executive Officer |
/S/ BRADLEY J. HOLIDAY |
Bradley J. Holiday Senior Executive Vice President and Chief Financial Officer |
Non-Controlling Interest
|
6 Months Ended |
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Jun. 30, 2013
|
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Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | Non-Controlling Interest Investment in Qingdao Suntech Sporting Goods Limited Company Through June 30, 2013, the Company had a Golf Ball Manufacturing and Supply Agreement with Qingdao Suntech Sporting Goods Limited Company (“Suntech”), in which Suntech manufactured and supplied certain golf balls solely for and to the Company. In connection with the agreement, the Company provided Suntech with golf ball raw materials, packing materials, molds, tooling, as well as manufacturing equipment in order to carry out the manufacturing and supply obligations set forth in the agreement. Suntech provided the personnel as well as the facilities to effectively perform these manufacturing and supply obligations. Due to the nature of the arrangement, as well as the controlling influence the Company had in the Suntech operations, the Company was required to consolidate the financial results of Suntech in its consolidated financial statements in accordance with ASC Topic 810, “Consolidations.” As of June 30, 2013 and December 31, 2012, the non-controlling interest related to Suntech in the consolidated condensed statements of shareholders’ equity included net profits of $110,000 and $259,000, respectively. In July 2013, the Company terminated the Golf Ball Manufacturing and Supply Agreement and certain ancillary agreements with Suntech, and as a result, in June 2013, the Company recognized non-cash charges of $3,435,000 to write-off certain manufacturing equipment and inventory located at the Suntech manufacturing facility. These charges were recognized in cost of sales within the Company's golf balls operating segment. Suntech is a wholly-owned subsidiary of Suntech Mauritius Limited Company (“Mauritius”). The Company had previously entered into a loan agreement with Mauritius in order to provide working capital for Suntech. In connection with this loan agreement, the Company loaned Mauritius a total of $3,200,000, of which $1,788,000 was outstanding as of both June 30, 2013 and December 31, 2012. The termination of the Golf Ball Manufacturing and Supply Agreement has not resulted in an acceleration of the maturity of the loan. The loan is included in other assets in the accompanying consolidated condensed balance sheets as of June 30, 2013 and December 31, 2012. |
Income Taxes Major Jurisdictions No Longer Subject to Audit (Details)
|
6 Months Ended |
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Jun. 30, 2013
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U.S. federal
|
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Income Tax Examination [Line Items] | |
Years No Longer Subject to Audit | 2008 and prior |
California (United States)
|
|
Income Tax Examination [Line Items] | |
Years No Longer Subject to Audit | 2007 and prior |
Canada
|
|
Income Tax Examination [Line Items] | |
Years No Longer Subject to Audit | 2005 and prior |
Japan
|
|
Income Tax Examination [Line Items] | |
Years No Longer Subject to Audit | 2006 and prior |
South Korea
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|
Income Tax Examination [Line Items] | |
Years No Longer Subject to Audit | 2008 and prior |
United Kingdom
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Income Tax Examination [Line Items] | |
Years No Longer Subject to Audit | 2008 and prior |
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Income Statement [Abstract] | ||||
Net sales | $ 249,646 | $ 281,123 | $ 537,402 | $ 566,221 |
Cost of sales | 153,994 | 170,470 | 311,314 | 331,197 |
Gross profit | 95,652 | 110,653 | 226,088 | 235,024 |
Operating expenses: | ||||
Selling expense | 61,672 | 75,711 | 129,980 | 152,549 |
General and administrative expense | 15,169 | 18,446 | 29,756 | 30,680 |
Research and development expense | 7,333 | 6,930 | 14,746 | 14,403 |
Total operating expenses | 84,174 | 101,087 | 174,482 | 197,632 |
Income from operations | 11,478 | 9,566 | 51,606 | 37,392 |
Other income (expense), net | 28 | (4,571) | 4,029 | (887) |
Income before income taxes | 11,506 | 4,995 | 55,635 | 36,505 |
Income tax provision | 1,435 | 2,196 | 3,904 | 1,904 |
Net income | 10,071 | 2,799 | 51,731 | 34,601 |
Dividends on convertible preferred stock | 783 | 2,625 | 1,566 | 5,250 |
Net income allocable to common shareholders | $ 9,288 | $ 174 | $ 50,165 | $ 29,351 |
Earnings per common share: | ||||
Basic | $ 0.13 | $ 0.00 | $ 0.71 | $ 0.45 |
Diluted | $ 0.12 | $ 0.00 | $ 0.59 | $ 0.41 |
Weighted-average common shares outstanding: | ||||
Basic | 71,111 | 65,060 | 71,086 | 65,021 |
Diluted | 86,349 | 65,112 | 92,235 | 84,950 |
Financing Arrangements
|
6 Months Ended |
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Jun. 30, 2013
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Debt Disclosure [Abstract] | |
Financing Arrangements | Financing Arrangements In addition to cash on hand, as well as cash generated from operations, the Company relies on its asset-based revolving credit facility 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. The Company’s ability to generate sufficient positive cash flows from operations is subject to many risks and uncertainties, including future economic trends and conditions, the success of the Company’s multi-year turnaround, demand for the Company’s products, foreign currency exchange rates, and the other risks and uncertainties applicable to the Company and its business. If the Company is unable to generate sufficient cash flows to fund its business due to a decline in sales or otherwise and is unable to reduce its manufacturing costs and operating expenses to offset such decline, the Company will need to increase its reliance on its credit facility for needed liquidity. If the Company’s current credit facility is not available or sufficient and the Company could not secure alternative financing arrangements, the Company’s future operations would be significantly, adversely affected. The Company believes that its current credit facility, along with its cash on hand and cash flows expected to be generated from operations, is sufficient to meet the Company’s liquidity requirements for at least the next 12 months. Asset-Based Revolving Credit Facility The Company has a Loan and Security Agreement with Bank of America N.A. (as amended, the “ABL Facility”) which provides a senior secured asset-based revolving credit facility of up to $230,000,000, comprised of a $158,333,000 U.S. facility, a $31,667,000 Canadian facility, and a $40,000,000 United Kingdom facility, in each case subject to borrowing base availability under the applicable facility. The aggregate amount outstanding under the Company’s letters of credit was $2,709,000 at June 30, 2013. The amounts outstanding under the ABL Facility are secured by certain assets, including inventory and accounts receivable, of the Company’s U.S., Canadian and U.K. legal entities. As of June 30, 2013, the Company had $38,500,000 borrowings outstanding under the ABL Facility and had $29,959,000 of cash and cash equivalents. As of June 30, 2013, the Company could borrow an additional $48,051,000 under the ABL Facility. The maximum availability under the ABL Facility fluctuates with the general seasonality of the business and increases and decreases with changes in the Company’s inventory and accounts receivable balances. The maximum availability is at its highest during the first half of the year when the Company’s inventory and accounts receivable balances are high and then decreases during the second half of the year when the Company’s accounts receivable balance is lower due to an increase in cash collections. Average outstanding borrowings during the six months ended June 30, 2013 was $59,491,000 and average available liquidity, defined as cash on hand combined with amounts available under the ABL Facility after outstanding borrowings was $97,385,000. Amounts borrowed under the ABL Facility may be repaid and borrowed as needed. The entire outstanding principal amount (if any) is due and payable at maturity on June 30, 2016. The ABL Facility includes certain restrictions including, among other things, restrictions on incurrence of additional debt, liens, dividends, stock repurchases and other restricted payments, asset sales, investments, mergers, acquisitions and affiliate transactions. As of June 30, 2013, the Company was in compliance with all 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 falls below $25,000,000. The Company would not have met the fixed charge coverage ratio as of June 30, 2013; however, the Company’s borrowing base availability was above $25,000,000 during the six months ended June 30, 2013, and as such the Company was not subject to compliance with the fixed charge coverage ratio. The interest rate applicable to outstanding loans under the ABL Facility fluctuates depending on the Company’s trailing twelve month EBITDA (as defined by the ABL Facility) combined with the Company’s “availability ratio.” The Company’s “availability ratio” is expressed as a percentage of (a) the average daily availability under the ABL Facility to (b) the sum of the Canadian, the U.K. and the U.S. borrowing bases, as adjusted. All applicable margins may be permanently reduced by 0.25% if EBITDA meets or exceeds $25,000,000 over any trailing twelve month period, and may be permanently reduced by an additional 0.25% if EBITDA meets or exceeds $50,000,000 over any trailing twelve month period. At June 30, 2013, the Company’s interest rate applicable to its outstanding loans under the ABL Facility was 6.25%. In addition, the ABL Facility provides for monthly fees ranging from 0.375% to 0.5% of the unused portion of the ABL Facility, depending on the prior month’s average daily balance of revolver loans and stated amount of letters of credit relative to lenders’ commitments. The origination fees incurred in connection with the ABL Facility totaled $4,282,000, which are being amortized into interest expense over the term of the ABL Facility agreement. Unamortized origination fees as of June 30, 2013 and December 31, 2012 were $2,734,000 and $3,171,000, respectively, of which $911,000 and $906,000, respectively, were included in other current assets, and $1,823,000 and $2,265,000 were included in other assets, respectively, in the accompanying consolidated condensed balance sheets. Convertible Senior Notes In August 2012, the Company issued $112,500,000 of 3.75% Convertible Senior Notes (the “convertible notes”). The convertible notes pay interest of 3.75% per year on the principal amount, payable semiannually in arrears on February 15 and August 15 of each year. The convertible notes mature on August 15, 2019. The Company incurred transactional fees of $3,539,000, which are being amortized over the term of the convertible notes. Unamortized transaction fees as of June 30, 2013 and December 31, 2012 were $3,119,000 and $3,365,000, respectively, of which $506,000 and $505,000 was included in other current assets, respectively, and $2,613,000 and $2,860,000 was included in other assets, respectively, in the accompanying consolidated condensed balance sheets. The net carrying amount of the convertible notes as of June 30, 2013 and December 31, 2012 was $107,477,000 and $107,133,000, respectively. The unamortized discount of $5,023,000 as of June 30, 2013 will be amortized over the remaining term of approximately 6.2 years. Total interest and amortization expense recognized during the three and six months ended June 30, 2013 was $1,230,000 and $2,439,000, respectively. The convertible notes are convertible, at the option of the note holder, at any time on or prior to the close of business on the business day immediately preceding August 15, 2019, into shares of common stock at an initial conversion rate of 133.3333 shares per $1,000 principal amount of convertible notes, which is equal to 15,000,000 shares of common stock at a conversion price of approximately $7.50 per share, subject to customary anti-dilution adjustments. Upon the occurrence of certain change of control events of the Company, the Company will pay a premium on the convertible notes converted in connection with such change of control events by increasing the conversion rate on such convertible notes. Under certain circumstances, the Company has the right to terminate the right of note holders to convert their convertible notes. If the Company exercises such termination right prior to August 15, 2015, each note holder who converts its convertible notes after receiving notice of such exercise will receive a make-whole payment in cash or common stock, as the Company may elect, with respect to the convertible notes converted. Upon the occurrence of a change of control of the Company or a termination of trading of the common stock of the Company, note holders will have the option to require the Company to repurchase for cash all or any portion of such note holder’s convertible notes at a price equal to 100% of the principal amount of the repurchased convertible notes, plus accrued and unpaid interest thereon to the repurchase date. The convertible notes are not redeemable by the Company prior to August 15, 2015. On or after August 15, 2015, the convertible notes are redeemable in whole or in part at the option of the Company at a redemption price equal to 100% of the principal amount of the convertible notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. The convertible notes contain certain covenants including payment of principal, certain repurchase obligations and interest, obligation of the Company to convert the convertible notes, and other customary terms as defined in the Indenture. The Company was in compliance with these covenants as of June 30, 2013. |
Segment Information
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Jun. 30, 2013
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Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information | Segment Information The Company has two operating segments that are organized on the basis of products and include golf clubs and golf balls. The golf clubs segment consists primarily of Callaway Golf woods, hybrids, irons, wedges and putters as well as Odyssey putters, pre-owned clubs, rangefinders, other golf-related accessories and royalties from licensing of the Company’s trademarks and service marks. The golf balls segment consists primarily of Callaway Golf balls that are designed, manufactured and sold by the Company. During the first quarter of 2012, the Company completed the sale of certain assets related to the Top-Flite and Ben Hogan brands. In addition, during the third quarter of 2012, the Company announced the transition of its golf apparel, footwear and integrated device businesses to a third party based model. As such, the net sales and income before income taxes for the three and six months ended June 30, 2013 include minimal sales of Top-Flite and Ben Hogan golf products as well as sales of golf apparel, footwear and uPro GPS on-course measurement devices. 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):
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Product Warranty
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Guarantees [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Product Warranty | Product Warranty The Company has a stated two-year warranty policy for its golf clubs, although the Company sometimes honors warranty claims after the two-year stated warranty period at the Company’s discretion. 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):
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Goodwill and Intangible Assets - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2013
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Jun. 30, 2012
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Dec. 31, 2012
|
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Goodwill and Intangible Assets Disclosure [Abstract] | |||
Aggregate amortization expense on intangible assets | $ 246 | $ 1,793 | |
Goodwill | 28,407 | 29,034 | |
Decrease in goodwill offset amount due to foreign currency fluctuations | 627 | ||
Gross goodwill before impairments | $ 30,156 | $ 30,783 |
Share-Based Employee Compensation - Share-Based Compensation Including Expense for Phantom Stock Units and Cash Settled Stock Appreciation Rights Granted to Employees (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
|
Jun. 30, 2012
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Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Cost of employee share-based compensation included in income, before income tax | $ 1,051 | $ 1,011 | $ 2,370 | $ 3,876 |
Cost of Sales
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Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Cost of employee share-based compensation included in income, before income tax | 65 | 67 | 145 | 147 |
Operating Expense
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Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Cost of employee share-based compensation included in income, before income tax | $ 986 | $ 944 | $ 2,225 | $ 3,729 |
Cost Reduction Initiatives - Additional Information (Detail) (USD $)
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1 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
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Jul. 31, 2012
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Jun. 30, 2013
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Jun. 30, 2013
Cost of Sales
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Jun. 30, 2012
Cost of Sales
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Jun. 30, 2013
Cost of Sales
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Jun. 30, 2012
Cost of Sales
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Jun. 30, 2013
Operating Expense
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Jun. 30, 2012
Operating Expense
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Jun. 30, 2013
Operating Expense
|
Jun. 30, 2012
Operating Expense
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Jun. 30, 2013
Cost Reduction Initiatives
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Mar. 31, 2013
Cost Reduction Initiatives
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Jun. 30, 2012
Cost Reduction Initiatives
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Jun. 30, 2013
Cost Reduction Initiatives
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Jun. 30, 2012
Cost Reduction Initiatives
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Jun. 30, 2013
Cost Reduction Initiatives
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Restructuring Cost And Reserve [Line Items] | ||||||||||||||||
Total future estimated charges, at end of period | $ 65,000,000 | $ 2,400,000 | $ 2,400,000 | |||||||||||||
Pre-tax restructuring charges to cost and expense | 4,087,000 | 937,000 | 6,369,000 | 961,000 | 911,000 | 3,706,000 | 2,138,000 | 3,710,000 | 4,998,000 | 3,509,000 | 4,643,000 | 8,507,000 | 4,671,000 | 62,568,000 | ||
Expected annualized pre-tax savings from restructuring plan | $ 60,000,000 |
Earnings per Common Share (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Computation of Basic and Diluted Earnings Per Share | The following table summarizes the computation of basic and diluted earnings per share (in thousands, except per share data):
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Cost Reduction Initiatives (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Activity and Liability Balances Recorded as Part of Initiatives as well as Current Estimated Future Charges Relating Initatives | The table below depicts the total charges recognized during the three and six months ended June 30, 2013, the liability balances, and the current estimated future charges relating to the Cost Reduction Initiatives (in thousands). Amounts payable as of June 30, 2013 are included in accrued employee compensation and benefits and accounts payable and accrued expenses in the accompanying consolidated condensed balance sheets.
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Goodwill and Intangible Assets - Intangible Assets by Major Asset Class (Detail) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | 6 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
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Dec. 31, 2012
|
Jun. 30, 2013
Trade name, trademark and trade dress and other
|
Dec. 31, 2012
Trade name, trademark and trade dress and other
|
Jun. 30, 2013
Patents
|
Dec. 31, 2012
Patents
|
Jun. 30, 2013
Patents
Minimum
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Jun. 30, 2013
Patents
Maximum
|
Jun. 30, 2013
Developed technology and other
|
Dec. 31, 2012
Developed technology and other
|
Jun. 30, 2013
Developed technology and other
Minimum
|
Jun. 30, 2013
Developed technology and other
Maximum
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Intangible Assets By Major Class [Line Items] | ||||||||||||
Useful Life (years) | 2 years | 16 years | 1 year | 9 years | ||||||||
Gross | $ 128,132 | $ 128,132 | $ 88,590 | $ 88,590 | $ 31,581 | $ 31,581 | $ 7,961 | $ 7,961 | ||||
Accumulated Amortization | 39,189 | 38,943 | 31,256 | 31,022 | 7,933 | 7,921 | ||||||
Intangible assets, net | $ 88,943 | $ 89,189 | $ 88,590 | $ 88,590 | $ 325 | $ 559 | $ 28 | $ 40 |
Fair Value of Financial Instruments (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Text Block [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Valuation of Foreign Currency Exchange Contracts by Pricing Levels | The following table summarizes the valuation of the Company’s foreign currency exchange contracts (see Note 16) that are measured at fair value on a recurring basis by the above pricing levels at June 30, 2013 (in thousands):
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Fair Value Relating to Financial Assets and Liabilities | The carrying values of cash and cash equivalents, trade accounts receivable and trade accounts payable and accrued expenses at June 30, 2013 and December 31, 2012 are reasonable estimates of fair value due to the short-term nature of these balances. The table below illustrates information about fair value relating to the Company’s financial assets and liabilities that are recognized on the accompanying consolidated condensed balance sheets as of June 30, 2013 and December 31, 2012, as well as the fair value of contingent contracts that represent financial instruments (in thousands).
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Investments - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified |
1 Months Ended | |
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May 31, 2013
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Jun. 30, 2012
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Schedule Of Cost Method Investments [Line Items] | ||
Investment in TopGolf International, Inc. | $ 25,447 | |
Additional investment in preferred shares of TopGolf International, Inc. | $ 1,480 | |
Maximum
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Schedule Of Cost Method Investments [Line Items] | ||
Percentage of ownership interest in TopGolf International, Inc. | 20.00% |
Income Taxes (Tables)
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6 Months Ended | ||||||||||||||||||
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Jun. 30, 2013
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Income Tax Disclosure [Abstract] | |||||||||||||||||||
Major Jurisdictions no Longer Subject to Income Tax Examinations by Tax Authorities | The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is generally no longer subject to income tax examinations by tax authorities in the following major jurisdictions:
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Segment Information - Information Utilized by Management to Evaluate its Operating Segments (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
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Jun. 30, 2013
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Mar. 31, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Segment Reporting Information [Line Items] | ||||||||||||
Net sales | $ 249,646 | $ 281,123 | $ 537,402 | $ 566,221 | ||||||||
Income (loss) before income taxes | 11,506 | 4,995 | 55,635 | 36,505 | ||||||||
Additions to long-lived assets | 2,845 | 5,264 | 6,461 | 12,954 | ||||||||
Gain in connection with sale of brands | 0 | 6,602 | ||||||||||
Number of operating segments | 2 | |||||||||||
Golf Clubs
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Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 206,218 | 231,285 | 450,989 | 473,837 | ||||||||
Income (loss) before income taxes | 20,831 | 17,953 | 64,821 | 50,595 | ||||||||
Additions to long-lived assets | 2,827 | 5,208 | 6,433 | 12,715 | ||||||||
Golf Balls
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Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 43,428 | 49,838 | 86,413 | 92,384 | ||||||||
Income (loss) before income taxes | 710 | 4,162 | 6,896 | 5,739 | ||||||||
Additions to long-lived assets | 18 | 56 | 28 | 239 | ||||||||
Reconciling Items
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Segment Reporting Information [Line Items] | ||||||||||||
Income (loss) before income taxes | (10,035) | [1] | (17,120) | [1] | (16,082) | [1] | (19,829) | [1] | ||||
Cost Reduction Initiative
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Segment Reporting Information [Line Items] | ||||||||||||
Charges to cost and expense | 4,998 | 3,509 | 4,643 | 8,507 | 4,671 | 62,568 | ||||||
Cost Reduction Initiative | Golf Clubs
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Segment Reporting Information [Line Items] | ||||||||||||
Charges to cost and expense | 572 | 1,667 | 3,272 | 1,686 | ||||||||
Cost Reduction Initiative | Golf Balls
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Segment Reporting Information [Line Items] | ||||||||||||
Charges to cost and expense | 4,112 | 324 | 4,228 | 333 | ||||||||
Cost Reduction Initiative | Corporate G&A
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Segment Reporting Information [Line Items] | ||||||||||||
Charges to cost and expense | $ 314 | $ 2,652 | $ 1,007 | $ 2,652 | ||||||||
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Derivatives and Hedging - Location of Gains in Consolidated Condensed Statements of Operations that were Recognized and Derivative Contract Type (Details) (Other income, Net, USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Other income, Net
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Derivative Instruments, Gain (Loss) [Line Items] | ||||
Foreign currency exchange contracts, amount of net gain recognized in income on derivatives not designated as hedging instruments | $ 4,956 | $ (2,200) | $ 12,803 | $ 3,485 |
Earnings per Common Share - Additional Information (Detail)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Class of Stock [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 6,162 | 29,100 | 6,071 | 9,353 |
Preferred Stock
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Class of Stock [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 5,924 | 19,858 |
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