
PART I. FINANCIAL INFORMATION Financial Statements Acushnet Holdings Corp.'s unaudited condensed consolidated financial statements show total assets at $2.27 billion and quarterly net income at $70.2 million Condensed Consolidated Balance Sheet Highlights (Unaudited) | (USD in thousands) | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Total current assets | $1,093,524 | $996,692 | | Total assets | $2,274,158 | $2,196,677 | | Total current liabilities | $479,187 | $451,135 | | Total liabilities | $1,365,234 | $1,283,805 | | Total shareholders' equity | $898,709 | $903,087 | Condensed Consolidated Statements of Operations Highlights (Unaudited) | (USD in thousands) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $683,867 | $689,363 | $1,391,421 | $1,375,653 | | Gross profit | $371,754 | $368,523 | $749,693 | $734,195 | | Income from operations | $106,023 | $106,490 | $227,404 | $231,394 | | Net income | $70,164 | $74,364 | $154,723 | $167,983 | | Diluted EPS | $1.11 | $1.09 | $2.47 | $2.45 | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | (USD in thousands) | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Cash flows provided by operating activities | $102,117 | $119,617 | | Cash flows used in investing activities | ($22,110) | ($53,350) | | Cash flows used in financing activities | ($63,019) | ($62,381) | | Net increase in cash | $14,851 | $3,637 | Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Q2 2024 net sales decreasing 0.8% to $683.9 million and H1 2024 net sales increasing 1.1% to $1.39 billion Results of Operations Net sales for Q2 2024 decreased 0.8% to $683.9 million (up 0.6% constant currency), with H1 sales growing 1.1% Net Sales by Reportable Segment - Three Months Ended June 30 | (USD in millions) | 2024 | 2023 | % Change | Constant Currency % Change | | :--- | :--- | :--- | :--- | :--- | | Titleist golf balls | $247.5 | $237.6 | 4.2% | 5.3% | | Titleist golf clubs | $177.5 | $188.0 | (5.6)% | (4.1)% | | Titleist golf gear | $68.9 | $69.9 | (1.4)% | 0.1% | | FootJoy golf wear | $157.2 | $158.2 | (0.6)% | 0.7% | Net Sales by Reportable Segment - Six Months Ended June 30 | (USD in millions) | 2024 | 2023 | % Change | Constant Currency % Change | | :--- | :--- | :--- | :--- | :--- | | Titleist golf balls | $455.5 | $429.6 | 6.0% | 7.1% | | Titleist golf clubs | $381.4 | $368.8 | 3.4% | 4.7% | | Titleist golf gear | $137.1 | $136.9 | 0.1% | 1.2% | | FootJoy golf wear | $349.6 | $363.5 | (3.8)% | (2.9)% | - Gross margin increased to 54.4% in Q2 2024 from 53.5% in Q2 2023, primarily due to lower manufacturing costs in Titleist golf balls, partially offset by repositioning of second-model-year golf clubs113 - SG&A expenses for H1 2024 increased by $18.1 million, which includes $7.0 million of restructuring costs associated with the company's footwear manufacturing joint venture128 Liquidity and Capital Resources The company maintains liquidity through cash from operations and credit facilities, with $565.8 million available under its revolving credit facility - As of June 30, 2024, the company had $565.8 million of availability under its multi-currency revolving credit facility and $34.6 million under local credit facilities140 - During the six months ended June 30, 2024, the company paid $28.1 million in dividends and repurchased $72.8 million of its common stock143 - The company entered new share repurchase agreements in March 2024 (up to $37.5 million) and June 2024 (up to $62.5 million), with $302.2 million remaining under authorization as of June 30, 2024144145 - Full-year 2024 capital expenditures are expected to be approximately $80.0 million146 Quantitative and Qualitative Disclosures About Market Risk The company is exposed to market risks from interest rates, foreign exchange, and commodity prices, using derivatives to mitigate these risks - A hypothetical one percentage point increase in interest rates on $305.9 million of variable-rate debt would increase annual pre-tax interest expense by $3.1 million158 - The company uses foreign exchange forward contracts with a gross notional amount of $209.7 million as of June 30, 2024; a 10% U.S. dollar weakening would decrease the net settlement asset by $14.7 million160161 - The company faces commodity price risks for materials like polybutadiene, urethane, titanium, steel, and various fabrics used in its products164 Controls and Procedures Management concluded the company's disclosure controls and procedures were effective as of June 30, 2024 - The principal executive and financial officers concluded that the company's disclosure controls and procedures were effective as of the end of the quarter166 - No material changes occurred in internal control over financial reporting during the fiscal quarter ended June 30, 2024166 PART II. OTHER INFORMATION Legal Proceedings The company is involved in various lawsuits arising from normal business operations, with unpredictable outcomes - The company is involved in lawsuits associated with the normal conduct of its business, and the outcome of these actions is not predictable168 Risk Factors No material changes have occurred to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes have occurred to the risk factors described in the company's Annual Report on Form 10-K for the year ended December 31, 2023169 Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's common stock repurchases during Q2 2024, totaling 587,520 shares at an average price of $63.83 Common Stock Purchases - Q2 2024 | Period | Total Shares Purchased | Average Price Paid per Share (USD) | | :--- | :--- | :--- | | April 2024 | 208,689 | $63.09 | | May 2024 | 209,000 | $63.66 | | June 2024 | 169,831 | $64.94 | | Total | 587,520 | $63.83 | - As of June 30, 2024, the approximate dollar value of shares that may yet be purchased under authorized plans or programs is $302.2 million170 Defaults Upon Senior Securities No defaults upon senior securities were reported - None171 Mine Safety Disclosures No mine safety disclosures were reported - None171 Other Information No other information was reported - None171 Exhibits This section lists exhibits filed with Form 10-Q, including repurchase agreements, credit agreement amendments, and CEO/CFO certifications - Key exhibits include the Stock Repurchase Agreement with Magnus dated June 14, 2024, the Third Amendment to the Credit Agreement, and CEO/CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act173