TOPGOLF CALLAWAY BRANDS CORP. ANNOUNCES RECORD THIRD QUARTER 2022 RESULTS AND RAISES FULL YEAR GUIDANCE
Third Quarter Revenue Increase Driven by Strength Across All Segments
Introduces Full Year 2023 Revenue and Adjusted EBITDA Outlook
- Q3 2022 consolidated net revenues of
$988.5 million , an increase of 15.4%, or 21.3% on a constant currency basis, compared to Q3 2021 - Q3 2022 GAAP income from operations of
$68.2 million , a decrease of 10.3%, compared to Q3 2021, and non-GAAP income from operations of$81.1 million , a decrease of 4.1%, or an increase of 26.6% on a constant currency basis, compared to Q3 2021 - Q3 2022 GAAP net income of
$38.5 million , an increase of 340.6% compared to Q3 2021, and non-GAAP net income of$44.6 million , an increase of 69.6%, or 152.9% on a constant currency basis, compared to Q3 2021 - Q3 2022 Adjusted EBITDA of
$144.4 million , an increase of 4.0%, or 22.7% on a constant currency basis, compared to Q3 2021 - Increased full year 2022 revenue outlook to
$3,965 million -$3,985 million and Adjusted EBITDA outlook to$560 million -$570 million
"Our record third quarter results underscore the strength of our business and competitive positioning across all segments," commented
GAAP, NON-GAAP AND PRO FORMA RESULTS
In addition to the Company's results prepared in accordance with GAAP, the Company has provided information on a non-GAAP and pro forma basis. The manner in which the non-GAAP information is derived is discussed further toward the end of this release, and the Company has provided in the tables to this release a reconciliation of the non-GAAP information to the most directly comparable GAAP information. The 2021 results presented on a pro forma basis include
SUMMARY OF FINANCIAL RESULTS
The Company announced the following GAAP and non-GAAP financial results for the three and nine months ended
GAAP RESULTS |
|||||||||||
Three Months Ended |
Nine Months Ended |
||||||||||
2022 |
2021 |
Change |
2022 |
2021(1) |
Change |
||||||
Net revenues |
$ 988.5 |
$ 856.5 |
$ 132.0 |
$ 3,144.4 |
$ 2,421.7 |
$ 722.7 |
|||||
Income from operations |
68.2 |
76.0 |
(7.8) |
291.5 |
259.4 |
32.1 |
|||||
Other (expense) income, net |
(29.4) |
(25.8) |
(3.6) |
(73.4) |
186.9 |
(260.3) |
|||||
Income before income taxes |
38.8 |
50.2 |
(11.4) |
218.1 |
446.3 |
(228.2) |
|||||
Income tax provision (benefit) |
0.3 |
66.2 |
(65.9) |
(12.5) |
98.1 |
(110.6) |
|||||
Net income (loss) |
$ 38.5 |
$ (16.0) |
$ 54.5 |
$ 230.6 |
$ 348.2 |
$ (117.6) |
|||||
Earnings (loss) per share - diluted(2) |
$ 0.20 |
$ (0.09) |
$ 0.29 |
$ 1.17 |
$ 2.03 |
$ (0.86) |
(1) |
Due to the timing of the merger with Topgolf on |
(2) |
For the purpose of calculating diluted EPS and in connection with the adoption of ASU 2020-06 in |
NON-GAAP RESULTS
Non-GAAP results exclude certain non-recurring and non-cash adjustments as defined in the Additional Information and Disclosures section of this document.
Three Months Ended |
Nine Months Ended |
||||||||||
2022 |
2021 |
Change |
2022 |
2021(1) |
Change |
||||||
Net revenues |
$ 988.5 |
$ 856.5 |
$ 132.0 |
$ 3,144.4 |
$ 2,421.7 |
$ 722.7 |
|||||
Income from operations |
81.1 |
84.6 |
(3.5) |
322.2 |
299.1 |
23.1 |
|||||
Other expense, net |
(28.1) |
(21.9) |
(6.2) |
(69.7) |
(54.4) |
(15.3) |
|||||
Income before income taxes |
53.0 |
62.7 |
(9.7) |
252.5 |
244.7 |
7.8 |
|||||
Income tax provision |
8.4 |
36.4 |
(28.0) |
43.5 |
71.3 |
(27.8) |
|||||
Net income |
$ 44.6 |
$ 26.3 |
$ 18.3 |
$ 209.0 |
$ 173.4 |
$ 35.6 |
|||||
Earnings per share - diluted(2) |
$ 0.23 |
$ 0.14 |
$ 0.09 |
$ 1.06 |
$ 1.01 |
$ 0.05 |
|||||
Adjusted EBITDA |
$ 144.4 |
$ 138.8 |
$ 5.6 |
$ 521.5 |
$ 431.1 |
$ 90.4 |
|||||
(1) |
Due to the timing of the merger with Topgolf on |
(2) |
For the purpose of calculating diluted EPS and in connection with the adoption of ASU 2020-06 in |
Third Quarter 2022 Financial Highlights
(All comparisons to prior periods are calculated on a year-over-year basis.)
- Net revenues increased
$132.0 million (or 15.4%, 21.3% constant currency), driven by an$80.0 million (or 24.0%, 24.8% constant currency) increase in the Topgolf segment, a$7.1 million (or 2.5%, 9.3% constant currency) increase in the Golf Equipment segment and a$44.9 million (or 19.3%, 31.2% constant currency) increase in the Active Lifestyle segment. Changes in foreign currency exchange rates had a$50.4 million negative impact on net revenues for the quarter endedSeptember 30, 2022 .
- GAAP income from operations decreased
$7.8 million (or 10.3%) and non-GAAP income from operations decreased$3.5 million (or 4.1%), due to the negative foreign currency exchange impact. On a constant currency basis, non-GAAP income from operations increased 26.6% and operating income as a percent of sales improved 40 basis points compared to Q3 2021.
- GAAP other expense increased
$3.6 million (or 14.0%) and non-GAAP other expense increased$6.2 million (or 28.3%). The increase was due to a$7.7 million increase in interest expense related to the financing of the six additional venues that were opened sinceSeptember 30, 2021 , as well as higher interest rates on variable rate debt. The increased interest expense was partially offset by incremental hedge gains, which were$6.8 million for the three months endedSeptember 30, 2022 , and$25.4 million for nine months endedSeptember 30, 2022 .
- GAAP net income increased
$54.5 million (or 340.6%) quarter-over-quarter, due to continued strong performance of the operating segments and a change in the tax valuation allowance, partially offset by negative foreign currency impacts. On a non-GAAP basis, which excludes the change in the valuation allowance, amongst other items, non-GAAP net income for the quarter increased$18.3 million (or 69.6%, 152.9% constant currency).
- GAAP earnings per diluted common share was
$0.20 for the quarter endedSeptember 30, 2022 , compared to$(0.09) loss per diluted common share for the same period in 2021. Non-GAAP earnings per diluted common share was$0.23 for the quarter endedSeptember 30, 2022 , compared to$0.14 per diluted common share for the same period in 2021. Weighted average diluted shares totaled 201.8 million shares for the quarter endedSeptember 30, 2022 , compared to 186.0 million shares for the same period in 2021, an increase of 15.8 million shares. The increased share count is primarily related to a change in accounting guidance, which took effect onJanuary 1, 2022 , and requires the Company to assume the full conversion of 14.7 million shares related to its convertible notes in its weighted average diluted share calculation.
- Adjusted EBITDA for the quarter increased
$5.6 million , (or 4.0%, 22.7% constant currency) to$144.4 million , which consisted of a$5.0 million increase from Topgolf and a$0.6 million increase from the non-Topgolf business, which includes continued investment in the corporate functions.
SEGMENT RESULTS
In evaluating the Company's operating segment performance, readers should understand that the Company's 2022 operating results were significantly impacted by changes in foreign currency rates as compared to the same periods in 2021. The offsetting benefits from the Company's hedging program, however, are recorded in Other Income (see above in the Third Quarter 2022 Financial Highlights section) and are therefore not reflected in the segment operating results.
The table below provides net revenues by segment for the three and nine months ended
SEGMENT NET REVENUES
Reported Results for the |
Reported Results for the |
||||||||||
Three Months Ended |
Nine Months Ended |
||||||||||
2022 |
2021 |
Change |
2022 |
2021(2) |
Change |
||||||
Topgolf |
$ 413.8 |
$ 333.8 |
24.0 % |
$ 1,139.5 |
$ 751.8 |
51.6 % |
|||||
Golf Equipment |
296.7 |
289.6 |
2.5 % |
1,216.6 |
1,067.8 |
13.9 % |
|||||
Active Lifestyle(1) |
278.0 |
233.1 |
19.3 % |
788.3 |
602.1 |
30.9 % |
|||||
Total Segment Net Revenues |
$ 988.5 |
$ 856.5 |
15.4 % |
$ 3,144.4 |
$ 2,421.7 |
29.8 % |
|||||
Constant Currency Total Segment Net Revenues |
21.3 % |
34.4 % |
|||||||||
(1) |
During the second quarter of 2022, the Company changed the name of its "Apparel, Gear, and Other" operating segment to "Active Lifestyle." The segment name change had no impact on the composition of the Company's segments or on previously reported financial position, results of operations, cash flow or segment operating results. |
(2) |
Due to the timing of the merger with Topgolf on |
The table below provides the breakout of segment operating income for the three and nine months ended
SEGMENT OPERATING INCOME
Reported Results for the |
Reported Results for the |
||||||||||
Three Months Ended |
Nine Months Ended |
||||||||||
2022 |
2021 |
Change |
2022 |
2021(1) |
Change |
||||||
Topgolf |
$ 23.6 |
$ 23.9 |
(1.3) % |
$ 74.3 |
$ 52.1 |
42.6 % |
|||||
% of segment revenue |
5.7 % |
7.2 % |
(146) bps |
6.5 % |
6.9 % |
(41) bps |
|||||
Golf Equipment |
49.6 |
45.8 |
8.3 % |
250.7 |
228.8 |
9.6 % |
|||||
% of segment revenue |
16.7 % |
15.8 % |
90 bps |
20.6 % |
21.4 % |
(82) bps |
|||||
Active Lifestyle |
28.1 |
34.6 |
(18.8) % |
77.3 |
70.8 |
9.2 % |
|||||
% of segment revenue |
10.1 % |
14.8 % |
(474) bps |
9.8 % |
11.8 % |
(195) bps |
|||||
Total Segment Operating Income |
$ 101.3 |
$ 104.3 |
(2.9) % |
$ 402.3 |
$ 351.7 |
14.4 % |
|||||
% of segment revenue |
10.2 % |
12.2 % |
(193) bps |
12.8 % |
14.5 % |
(173) bps |
|||||
Constant Currency Total Segment Operating Income |
21.8 % |
31.1 % |
|||||||||
(1) |
Due to the timing of the merger with Topgolf on |
Third Quarter 2022 Segment Highlights
(All comparisons to prior periods are calculated on a year-over-year basis)
- Topgolf
- Segment revenue increased
$80.0 million (or 24.0%, 24.8% constant currency) year-over-year and same venue sales grew approximately 11% in the third quarter of 2022 compared to the third quarter of 2019, reflecting accelerating traffic at the venues, as well as price increases.
- Segment operating income decreased
$0.3 million to$23.6 million in the third quarter of 2022 due to planned increases in pre-opening costs, marketing spend and labor.
- Opened two new owned and operated Topgolf venues in
Knoxville, Tennessee andRenton, Washington , and one international franchise venue inBangkok, Thailand during the third quarter of 2022.
- Golf Equipment
- Segment revenue increased
$7.1 million (or 2.5%, 9.3% constant currency), year-over-year, reflecting continued high demand for golf clubs and golf balls, which helped overcome an approximate$20.0 million negative impact due to new product launch timing versus 2021. The golf ball business was the primary driver, with sales up 24.9% (30.2% constant currency) in the quarter.
- The Golf Equipment segment operating income increased
$3.8 million (or 8.3%), primarily due to strong sales, which were partially offset by foreign currency impacts, increased freight expense and other inflationary pressures which the Company was able to generally offset through price increases, sales volume and efficiencies.
- On a constant currency basis, the Golf Equipment segment results would have been meaningfully higher.
- Active Lifestyle
- Segment revenue increased
$44.9 million (or 19.3%, 31.2% constant currency), year-over-year, primarily driven by a 20.8% increase in apparel sales (33.0% constant currency) and a 16.5% (28.0% constant currency) increase in gear, accessories and other sales.
- Operating income for the Active Lifestyle segment decreased
$6.5 million (or 18.8%), year-over-year to$28.1 million in the third quarter of 2022, primarily due to foreign currency impacts as pricing continues to offset increased freight expense and other inflationary pressures.
- On a constant currency basis, the Active Lifestyle segment operating income would have increased during third quarter 2022.
The following is a reconciliation of income before income taxes to total segment operating income for the three and nine months ended
Three Months Ended |
Nine Months Ended |
||||||||||
2022 |
2021 |
Change |
2022 |
2021(1) |
Change |
||||||
Total segment operating income: |
$ 101.3 |
$ 104.3 |
$ (3.0) |
$ 402.3 |
$ 351.7 |
$ 50.6 |
|||||
Corporate costs and expenses(2) |
(33.1) |
(28.3) |
(4.8) |
(110.8) |
(92.3) |
(18.5) |
|||||
Income from operations |
68.2 |
76.0 |
(7.8) |
291.5 |
259.4 |
32.1 |
|||||
Gain on Topgolf investment |
— |
— |
— |
— |
252.5 |
(252.5) |
|||||
Interest expense |
(36.4) |
(28.7) |
(7.7) |
(100.3) |
(75.1) |
(25.2) |
|||||
Other income |
7.0 |
2.9 |
4.1 |
26.9 |
9.5 |
17.4 |
|||||
Income before income taxes |
$ 38.8 |
$ 50.2 |
$ (11.4) |
$ 218.1 |
$ 446.3 |
$ (228.2) |
|||||
(1) |
Due to the timing of the merger with Topgolf on |
(2) |
Includes corporate overhead and certain non-recurring and non-cash items as described in the schedules to this release. |
2022 BUSINESS OUTLOOK
The 2022 projections set forth below are based on the Company's best estimates at this time. They include the estimated impact of certain factors, including (1) ongoing impact of COVID-19, (2) foreign currency rates, and (3) freight costs and other inflationary pressures.
FULL YEAR 2022 OUTLOOK |
|||||||
(in millions) |
2022 Current Estimate |
2022 Previous Estimate |
2021 Reported |
2021 Pro Forma |
|||
Net revenues |
|
|
|
|
|||
Adjusted EBITDA |
|
|
|
|
|||
(1) |
Due to the timing of the Topgolf merger on |
Net Revenues: The Company currently estimates that its full year 2022 net revenues will be within the range of
Adjusted EBITDA: The Company is increasing its full year 2022 Adjusted EBITDA guidance to
2023 BUSINESS OUTLOOK
For full year 2023, the Company expects net revenues to grow approximately 10% year-over-year (13% constant currency), which would include approximately
ADDITIONAL INFORMATION AND DISCLOSURES
Conference Call and Webcast
The Company will be holding a conference call at
Non-GAAP Information
The GAAP results contained in this press release and the financial statement schedules attached to this press release have been prepared in accordance with accounting principles generally accepted in
Constant Currency Basis. The Company provided certain information regarding the Company's financial results or projected financial results on a "constant currency basis." This information estimates the impact of changes in foreign currency rates on the translation of the Company's current or projected future period financial results as compared to the applicable comparable period. This impact is derived by taking the current or projected local currency results and translating them into
Non-Recurring and Non-cash Adjustments. The Company provided information excluding certain non-cash amortization and depreciation of acquired intangible assets and purchase accounting adjustments. Non-recurring items including legal costs and credit agency fees related to a postponed debt refinancing, IT integration and implementation costs associated with new ERP systems stemming from acquisitions and non-cash asset write-downs in 2022, non-cash amortization of the debt discount related to the Company's convertible notes in 2021, acquisition and other non-recurring items (including integration costs and a
Adjusted EBITDA. The Company provides information about its results excluding interest, taxes, depreciation and amortization expenses, non-cash stock compensation expense, non-cash lease amortization expense, and the non-recurring and non-cash items referenced above.
In addition, the Company has included in the schedules attached to this release a reconciliation of certain non-GAAP information to the most directly comparable GAAP information. The non-GAAP information presented in this release and related schedules should not be considered in isolation or as a substitute for any measure derived in accordance with GAAP. The non-GAAP information may also be inconsistent with the manner in which similar measures are derived or used by other companies. Management uses such non-GAAP information for financial and operational decision-making purposes and as a means to evaluate period-over-period comparisons and in forecasting the Company's business going forward. Management believes that the presentation of such non-GAAP information, when considered in conjunction with the most directly comparable GAAP information, provides additional useful comparative information for investors in their assessment of the underlying performance of the Company's business with regard to these items.
For forward-looking Adjusted EBITDA information provided in this release, reconciliation of such forward-looking Adjusted EBITDA to the most closely comparable GAAP financial measure (net income) is not provided because the Company is unable to provide such reconciliation without unreasonable efforts. The inability to provide a reconciliation is because the Company is currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact net income in the future but would not impact Adjusted EBITDA. These items may include certain non-cash depreciation, which will fluctuate based on the Company's level of capital expenditures, non-cash amortization of intangibles related to the Company's acquisitions, income taxes, which can fluctuate based on changes in the other items noted and/or future forecasts, and other non-recurring costs and non-cash adjustments. Historically, the Company has excluded these items from Adjusted EBITDA. The Company currently expects to continue to exclude these items in future disclosures of Adjusted EBITDA and may also exclude other items that may arise. The events that typically lead to the recognition of such adjustments are inherently unpredictable as to if or when they may occur, and therefore actual results may differ materially. This unavailable information could have a significant impact on net income.
Definitions
Same venue sales.
Forward-Looking Statements
Statements used in this press release that relate to future plans, events, financial results, performance, prospects, or growth opportunities, including statements relating to the Company's (and its segments') full year 2022 and 2023 guidance (including net revenues, Adjusted EBITDA and Topgolf segment Adjusted EBITDA), impact of any measures taken to mitigate the effect of the COVID-19 pandemic, strength and demand of the Company's products and services, continued brand momentum, demand for golf and outdoor activities and apparel, continued investments in the business, consumer trends and behavior, future industry and market conditions, pricing of products and services, foreign currency effects and their impacts, impacts of inflation and freight and other supply challenges, and statements of belief and any statement of assumptions underlying any of the foregoing, are forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "estimate," "could," "should," "intend," "may," "plan," "seek," "anticipate," "project" and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made and are not guarantees of future performance. These statements are based upon current information and expectations. Accurately estimating the forward-looking statements is based upon various risks and unknowns, including disruptions to business operations from additional regulatory restrictions in response to the COVID-19 pandemic (such as travel restrictions, government-mandated shut-down orders or quarantines) or voluntary "social distancing" that affects employees, customers and suppliers; costs, expenses or difficulties related to the merger with Topgolf, including the integration of the Topgolf business; failure to realize the expected benefits and synergies of the Topgolf merger in the expected timeframes or at all; production delays, closures of manufacturing facilities, retail locations, warehouses and supply and distribution chains; staffing shortages as a result of remote working requirements or otherwise; uncertainty regarding global economic conditions, particularly the uncertainty related to the duration and ongoing impact of the COVID-19 pandemic, and related decreases in customer demand/spending and ongoing increases in operating and freight costs; global supply chain constraints and challenges (including, without limitation, as a result of any prolonged shutdown in
About
Investor Contact
(760) 931-1771
invrelations@tcbrands.com
CONSOLIDATED CONDENSED BALANCE SHEETS (In millions) (Unaudited) |
|||
|
|
||
ASSETS |
|||
Current assets: |
|||
Cash and cash equivalents |
$ 200.3 |
$ 352.2 |
|
Restricted cash |
0.5 |
1.2 |
|
Accounts receivable, net |
275.0 |
105.3 |
|
Inventories |
722.3 |
533.5 |
|
Other current assets |
162.7 |
173.5 |
|
Total current assets |
1,360.8 |
1,165.7 |
|
Property, plant and equipment, net |
1,676.5 |
1,451.4 |
|
Operating lease right-of-use assets, net |
1,411.5 |
1,384.5 |
|
|
3,468.1 |
3,488.7 |
|
Other assets |
304.8 |
257.5 |
|
Total assets |
$ 8,221.7 |
$ 7,747.8 |
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||
Current liabilities: |
|||
Accounts payable and accrued expenses |
$ 526.0 |
$ 491.2 |
|
Accrued employee compensation and benefits |
129.9 |
128.9 |
|
Asset-based credit facilities |
99.6 |
9.1 |
|
Operating lease liabilities, short-term |
72.7 |
72.3 |
|
Construction advances |
71.1 |
22.9 |
|
Deferred revenue |
94.4 |
93.9 |
|
Other current liabilities |
45.3 |
47.7 |
|
Total current liabilities |
1,039.0 |
866.0 |
|
Long-term debt, net |
1,065.9 |
1,025.3 |
|
Long-term operating leases |
1,428.9 |
1,385.4 |
|
Deemed landlord financing obligations |
577.0 |
460.6 |
|
Deferred tax liability |
107.0 |
163.6 |
|
Long-term liabilities |
197.4 |
164.0 |
|
Total shareholders' equity |
3,806.5 |
3,682.9 |
|
Total liabilities and shareholders' equity |
$ 8,221.7 |
$ 7,747.8 |
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (In millions, except per share data) (Unaudited) |
||||
Three Months Ended |
||||
2022 |
2021 |
|||
Net revenues: |
||||
Products |
$ 579.3 |
$ 527.1 |
||
Services |
409.2 |
329.4 |
||
Total net revenues |
988.5 |
856.5 |
||
Costs and expenses: |
||||
Cost of products |
330.7 |
288.4 |
||
Cost of services, excluding depreciation and amortization |
48.2 |
40.0 |
||
Other venue expenses |
287.6 |
215.9 |
||
Selling, general and administrative expense |
224.7 |
217.7 |
||
Research and development expense |
19.2 |
15.8 |
||
Venue pre-opening costs |
9.9 |
2.7 |
||
Total costs and expenses |
920.3 |
780.5 |
||
Income from operations |
68.2 |
76.0 |
||
Interest expense, net |
(36.4) |
(28.7) |
||
Other income, net |
7.0 |
2.9 |
||
Income before income taxes |
38.8 |
50.2 |
||
Income tax provision |
0.3 |
66.2 |
||
Net income (loss) |
$ 38.5 |
$ (16.0) |
||
Earnings (loss) per common share: |
||||
Basic |
|
|
||
Diluted |
|
|
||
Weighted-average common shares outstanding: |
||||
Basic |
184.8 |
186.0 |
||
Diluted |
201.8 |
186.0 |
||
Nine Months Ended |
||||
2022 |
2021(1) |
|||
Net revenues: |
||||
Products |
$ 2,018.2 |
$ 1,678.4 |
||
Services |
1,126.2 |
743.3 |
||
Total net revenues |
3,144.4 |
2,421.7 |
||
Costs and expenses: |
||||
Cost of products |
1,142.5 |
914.0 |
||
Cost of services, excluding depreciation and amortization |
136.3 |
93.8 |
||
Other venue expenses |
780.2 |
483.6 |
||
Selling, general and administrative expense |
720.4 |
612.7 |
||
Research and development expense |
55.4 |
48.8 |
||
Venue pre-opening costs |
18.1 |
9.4 |
||
Total costs and expenses |
2,852.9 |
2,162.3 |
||
Income from operations |
291.5 |
259.4 |
||
Interest expense, net |
(100.3) |
(75.1) |
||
Gain on Topgolf investment |
— |
252.5 |
||
Other income, net |
26.9 |
9.5 |
||
Income before income taxes |
218.1 |
446.3 |
||
Income tax (benefit) provision |
(12.5) |
98.1 |
||
Net income |
$ 230.6 |
$ 348.2 |
||
Earnings per common share: |
||||
Basic |
|
|
||
Diluted |
|
|
||
Weighted-average common shares outstanding: |
||||
Basic |
184.9 |
163.1 |
||
Diluted |
201.0 |
171.2 |
(1)The Company completed its merger with Topgolf on |
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (In millions) (Unaudited) |
|||
Nine Months Ended |
|||
2022 |
2021 |
||
Cash flows from operating activities: |
|||
Net income |
$ 230.6 |
$ 348.2 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|||
Depreciation and amortization |
139.8 |
107.9 |
|
Lease amortization expense |
67.6 |
46.0 |
|
Amortization of debt discount and issuance costs |
7.4 |
14.3 |
|
Deferred taxes, net |
(12.5) |
87.0 |
|
Non-cash share-based compensation |
37.4 |
27.1 |
|
Gain on Topgolf investment |
— |
(252.5) |
|
Acquisition costs |
— |
(16.2) |
|
Other |
11.2 |
(2.5) |
|
Changes in assets and liabilities, net |
(446.9) |
(112.5) |
|
Net cash provided by operating activities |
34.6 |
246.8 |
|
Cash flows from investing activities: |
|||
Capital expenditures |
(353.4) |
(198.9) |
|
Cash acquired in merger |
— |
171.3 |
|
Acquisition of intangible assets |
(0.6) |
— |
|
Proceeds from sale of investment in golf-related ventures |
0.4 |
18.6 |
|
Net cash used in investing activities |
(353.6) |
(9.0) |
|
Cash flows from financing activities: |
|||
Repayments of long-term debt |
(87.0) |
(160.9) |
|
Proceeds from borrowings on long-term debt |
60.0 |
20.0 |
|
Proceeds from (repayments of) credit facilities, net |
100.0 |
8.0 |
|
Debt issuance cost |
— |
(5.4) |
|
Payment on contingent earn-out obligation |
(5.6) |
(3.6) |
|
Repayments of financing leases |
(0.3) |
(0.5) |
|
Proceeds from lease financing |
133.1 |
49.5 |
|
Exercise of stock options |
0.6 |
19.5 |
|
Acquisition of treasury stock |
(35.5) |
(12.9) |
|
Net cash provided by (used in) financing activities |
165.3 |
(86.3) |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
0.6 |
(3.7) |
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
(153.1) |
147.8 |
|
Cash, cash equivalents and restricted cash at beginning of period |
357.7 |
366.1 |
|
Cash, cash equivalents and restricted cash at end of period |
$ 204.6 |
$ 513.9 |
|
Less: restricted cash |
(4.3) |
(5.7) |
|
Cash and cash equivalents at end of period |
$ 200.3 |
$ 508.2 |
CONSOLIDATED NET REVENUES AND OPERATING SEGMENT INFORMATION (In millions) (Unaudited) |
||||||||||
Net Revenues by Category |
||||||||||
Three Months Ended |
Growth/(Decline) |
Non-GAAP |
||||||||
2022 |
2021 |
Dollars |
Percent |
Percent |
||||||
Net revenues: |
||||||||||
Venues(2) |
$ 399.5 |
$ 317.6 |
$ 81.9 |
25.8 % |
26.3 % |
|||||
Topgolf other business lines(2) |
14.3 |
16.2 |
(1.9) |
(11.7 %) |
(4.9 %) |
|||||
|
221.4 |
229.3 |
(7.9) |
(3.4 %) |
3.8 % |
|||||
Golf Balls |
75.3 |
60.3 |
15.0 |
24.9 % |
30.2 % |
|||||
Apparel |
181.4 |
150.2 |
31.2 |
20.8 % |
33.0 % |
|||||
Gear, Accessories & Other |
96.6 |
82.9 |
13.7 |
16.5 % |
28.0 % |
|||||
Total net revenues |
$ 988.5 |
$ 856.5 |
$ 132.0 |
15.4 % |
21.3 % |
|||||
(1) Calculated by applying 2021 exchange rates to 2022 reported sales in regions outside the |
||||||||||
(2) As of |
||||||||||
Net Revenues by Region |
||||||||||
Three Months Ended |
Growth/(Decline) |
Non-GAAP Constant Currency vs. 2021(1) |
||||||||
2022 |
2021(2) |
Dollars |
Percent |
Percent |
||||||
Net revenues: |
||||||||||
|
$ 684.8 |
$ 552.9 |
$ 131.9 |
23.9 % |
23.9 % |
|||||
|
141.9 |
157.2 |
(15.3) |
(9.7 %) |
5.9 % |
|||||
|
138.7 |
125.2 |
13.5 |
10.8 % |
30.7 % |
|||||
Rest of world |
23.1 |
21.2 |
1.9 |
9.0 % |
13.7 % |
|||||
Total net revenues |
$ 988.5 |
$ 856.5 |
$ 132.0 |
15.4 % |
21.3 % |
|||||
(1) Calculated by applying 2021 exchange rates to 2022 reported sales in regions outside the |
||||||||||
(2) Prior period amounts have been reclassified to conform to the current year presentation of regional sales. |
||||||||||
Operating Segment Information |
||||||||||
Three Months Ended |
Growth/(Decline) |
Non-GAAP Constant Currency vs. 2021(1) |
||||||||
2022 |
2021 |
Dollars |
Percent |
Percent |
||||||
Net revenues: |
||||||||||
Topgolf |
$ 413.8 |
$ 333.8 |
$ 80.0 |
24.0 % |
24.8 % |
|||||
Golf Equipment |
296.7 |
289.6 |
7.1 |
2.5 % |
9.3 % |
|||||
Active Lifestyle |
278.0 |
233.1 |
44.9 |
19.3 % |
31.2 % |
|||||
Total net revenues |
$ 988.5 |
$ 856.5 |
$ 132.0 |
15.4 % |
21.3 % |
|||||
Segment operating income: |
||||||||||
Topgolf |
$ 23.6 |
$ 23.9 |
$ (0.3) |
(1.3 %) |
||||||
Golf Equipment |
49.6 |
45.8 |
3.8 |
8.3 % |
||||||
Active Lifestyle |
28.1 |
34.6 |
(6.5) |
(18.8 %) |
||||||
Total segment operating income |
101.3 |
104.3 |
(3.0) |
(2.9 %) |
||||||
Corporate G&A and other(2) |
(33.1) |
(28.3) |
(4.8) |
17.0 % |
||||||
Total operating income |
68.2 |
76.0 |
(7.8) |
(10.3 %) |
||||||
Interest expense, net |
(36.4) |
(28.7) |
(7.7) |
26.8 % |
||||||
Other expense, net |
7.0 |
2.9 |
4.1 |
141.4 % |
||||||
Total income before income taxes |
$ 38.8 |
$ 50.2 |
$ (11.4) |
(22.7 %) |
||||||
(1) Calculated by applying 2021 exchange rates to 2022 reported sales in regions outside the |
||||||||||
(2) Amounts for 2022 and 2021 include corporate general and administrative expenses not utilized by management in determining segment profitability, in addition to |
CONSOLIDATED NET REVENUES AND OPERATING SEGMENT INFORMATION (In millions) (Unaudited) |
||||||||||
Net Revenues by Category |
||||||||||
Nine Months Ended |
Growth |
Non-GAAP Constant Currency vs. 2021(1) |
||||||||
2022 |
2021 |
Dollars |
Percent |
Percent |
||||||
Net revenues: |
||||||||||
Venues(2) |
$ 1,089.4 |
$ 710.8 |
$ 378.6 |
53.3 % |
53.7 % |
|||||
Topgolf other business lines(2) |
50.1 |
41.0 |
9.1 |
22.2 % |
29.5 % |
|||||
|
959.6 |
865.7 |
93.9 |
10.8 % |
16.0 % |
|||||
Golf Balls |
257.0 |
202.1 |
54.9 |
27.2 % |
30.6 % |
|||||
Apparel |
456.7 |
336.9 |
119.8 |
35.6 % |
45.0 % |
|||||
Gear, Accessories & Other |
331.6 |
265.2 |
66.4 |
25.0 % |
32.9 % |
|||||
Total net revenues |
$ 3,144.4 |
$ 2,421.7 |
$ 722.7 |
29.8 % |
34.4 % |
|||||
(1) Calculated by applying 2021 exchange rates to 2022 reported sales in regions outside the |
||||||||||
(2) As of |
||||||||||
Net Revenues by Region |
||||||||||
Nine Months Ended |
Growth |
Non-GAAP Constant Currency vs. 2021(1) |
||||||||
2022 |
2021(2) |
Dollars |
Percent |
Percent |
||||||
Net revenues: |
||||||||||
|
$ 2,194.7 |
$ 1,583.9 |
$ 610.8 |
38.6 % |
38.6 % |
|||||
|
417.7 |
386.5 |
31.2 |
8.1 % |
21.3 % |
|||||
|
432.6 |
364.5 |
68.1 |
18.7 % |
33.9 % |
|||||
Rest of world |
99.4 |
86.8 |
12.6 |
14.5 % |
18.8 % |
|||||
Total net revenues |
$ 3,144.4 |
$ 2,421.7 |
$ 722.7 |
29.8 % |
34.4 % |
|||||
(1) Calculated by applying 2021 exchange rates to 2022 reported sales in regions outside the |
||||||||||
(2) Prior period amounts have been reclassified to conform to the current year presentation of regional sales. |
||||||||||
Operating Segment Information |
||||||||||
Nine Months Ended |
Growth/(Decline) |
Non-GAAP Constant Currency vs. 2021(1) |
||||||||
2022 |
2021 |
Dollars |
Percent |
Percent |
||||||
Net revenues: |
||||||||||
Topgolf |
$ 1,139.5 |
$ 751.8 |
$ 387.7 |
51.6 % |
52.4 % |
|||||
Golf Equipment |
1,216.6 |
1,067.8 |
148.8 |
13.9 % |
18.7 % |
|||||
Active Lifestyle |
788.3 |
602.1 |
186.2 |
30.9 % |
39.7 % |
|||||
Total net revenues |
$ 3,144.4 |
$ 2,421.7 |
$ 722.7 |
29.8 % |
34.4 % |
|||||
Segment operating income: |
||||||||||
Topgolf |
$ 74.3 |
$ 52.1 |
$ 22.2 |
42.6 % |
||||||
Golf Equipment |
250.7 |
228.8 |
21.9 |
9.6 % |
||||||
Active Lifestyle |
77.3 |
70.8 |
6.5 |
9.2 % |
||||||
Total segment operating income |
402.3 |
351.7 |
50.6 |
14.4 % |
||||||
Corporate costs and expenses(2) |
(110.8) |
(92.3) |
(18.5) |
20.0 % |
||||||
Total operating income |
291.5 |
259.4 |
32.1 |
12.4 % |
||||||
Gain on Topgolf investment(3) |
— |
252.5 |
(252.5) |
(100.0 %) |
||||||
Interest expense, net |
(100.3) |
(75.1) |
(25.2) |
33.6 % |
||||||
Other income, net |
26.9 |
9.5 |
17.4 |
183.2 % |
||||||
Total income before income taxes |
$ 218.1 |
$ 446.3 |
$ (228.2) |
(51.1 %) |
||||||
(1) Calculated by applying 2021 exchange rates to 2022 reported sales in regions outside the |
||||||||||
(2) Amounts for 2022 and 2021 include corporate general and administrative expenses not utilized by management in determining segment profitability, in addition to |
||||||||||
(3) Amount represents a gain recorded to write-up the Company's former investment in Topgolf to its fair value in connection with the merger. |
SUPPLEMENTAL FINANCIAL INFORMATION AND NON-GAAP RECONCILIATION (In millions, except per share data) (Unaudited) |
|||||||||||||||||||||
Three Months Ended |
|||||||||||||||||||||
2022 |
2021 |
||||||||||||||||||||
GAAP |
Non-Cash Depreciation(1) |
Non-Recurring Items(2) |
Tax Allowance(3) |
Non- GAAP |
GAAP |
Non-Cash Amortization, Depreciation (1) |
Non-Cash Amortization on Convertible Notes(4) |
Acquisition & Other Non-Recurring Items(5) |
Tax Valuation Allowance(3) |
Non- GAAP(7) |
|||||||||||
Net revenues |
$ 988.5 |
$ — |
$ — |
$ — |
$ 988.5 |
$ 856.5 |
$ — |
$ — |
$ — |
$ — |
$ 856.5 |
||||||||||
Total costs and expenses |
920.3 |
6.8 |
6.1 |
— |
907.4 |
780.5 |
6.7 |
— |
1.9 |
— |
771.9 |
||||||||||
Income (loss) from operations |
68.2 |
(6.8) |
(6.1) |
— |
81.1 |
76.0 |
(6.7) |
— |
(1.9) |
— |
84.6 |
||||||||||
Other (expense) income, net |
(29.4) |
(1.0) |
(0.3) |
— |
(28.1) |
(25.8) |
(0.9) |
(2.7) |
(0.3) |
— |
(21.9) |
||||||||||
Income (loss) before income taxes |
38.8 |
(7.8) |
(6.4) |
— |
53.0 |
50.2 |
(7.6) |
(2.7) |
(2.2) |
— |
62.7 |
||||||||||
Income tax (benefit) provision |
0.3 |
(1.9) |
(1.6) |
(4.6) |
8.4 |
66.2 |
(1.8) |
(0.7) |
(0.5) |
32.8 |
36.4 |
||||||||||
Net income (loss) |
$ 38.5 |
$ (5.9) |
$ (4.8) |
$ 4.6 |
$ 44.6 |
$ (16.0) |
$ (5.8) |
$ (2.0) |
$ (1.7) |
$ (32.8) |
$ 26.3 |
||||||||||
Earnings (loss) per share - diluted(6) |
$ 0.20 |
$ (0.03) |
$ (0.02) |
$ 0.02 |
$ 0.23 |
$ (0.09) |
$ (0.03) |
$ (0.01) |
$ (0.01) |
$ (0.18) |
$ 0.14 |
||||||||||
Weighted-average shares |
201.8 |
201.8 |
201.8 |
201.8 |
201.8 |
186.0 |
186.0 |
186.0 |
186.0 |
186.0 |
193.9 |
||||||||||
(1) |
Includes the amortization and depreciation of acquired intangible assets and purchase accounting adjustments. |
(2) |
Primarily includes a non-cash asset write-down of |
(3) |
In 2021, the Company recognized a valuation allowance against certain deferred tax assets in connection with the merger with Topgolf. Based on the Company's ongoing assessment, a portion of the valuation allowance was released in 2022, and additional valuation allowances were recorded in 2021. |
(4) |
Represents the non-cash amortization of the discount associated with the Convertible Notes issued in |
(5) |
Primarily includes |
(6) |
In connection with the adoption of ASU 2020-06 in |
(7) |
Non-GAAP diluted earnings per share for the three months ended |
SUPPLEMENTAL FINANCIAL INFORMATION AND NON-GAAP RECONCILIATION (In millions, except per share data) (Unaudited) |
|||||||||||||||||||||
Nine months ended |
|||||||||||||||||||||
2022 |
2021 |
||||||||||||||||||||
GAAP |
Non-Cash and |
Non-Recurring Items(2) |
Tax Valuation Allowance(3) |
Non- GAAP |
GAAP |
Non-Cash Amortization, Depreciation (1) |
Non-Cash Amortization of Discount Convertible Notes(4) |
Acquisition & Other Non-Recurring Items(5) |
Tax Allowance(3) |
Non- GAAP |
|||||||||||
Net revenues |
$ 3,144.4 |
$ — |
$ — |
$ — |
$ 3,144.4 |
$ 2,421.7 |
$ — |
$ — |
$ — |
$ — |
|
||||||||||
Total costs and expenses |
2,852.9 |
18.3 |
12.4 |
— |
2,822.2 |
2,162.3 |
17.6 |
— |
22.1 |
— |
2,122.6 |
||||||||||
Income (loss) from operations |
291.5 |
(18.3) |
(12.4) |
— |
322.2 |
259.4 |
(17.6) |
— |
(22.1) |
— |
299.1 |
||||||||||
Other (expense) income, net |
(73.4) |
(2.8) |
(0.9) |
— |
(69.7) |
186.9 |
(2.7) |
(7.8) |
251.8 |
— |
(54.4) |
||||||||||
Income (loss) before income taxes |
218.1 |
(21.1) |
(13.3) |
— |
252.5 |
446.3 |
(20.3) |
(7.8) |
229.7 |
— |
244.7 |
||||||||||
Income tax (benefit) provision |
(12.5) |
(5.1) |
(2.9) |
(48.0) |
43.5 |
98.1 |
(4.9) |
(1.9) |
(5.4) |
39.0 |
71.3 |
||||||||||
Net income (loss) |
$ 230.6 |
$ (16.0) |
$ (10.4) |
$ 48.0 |
$ 209.0 |
$ 348.2 |
$ (15.4) |
$ (5.9) |
$ 235.1 |
$ (39.0) |
$ 173.4 |
||||||||||
Earnings (loss) per share - diluted(6) |
$ 1.17 |
$ (0.08) |
$ (0.05) |
$ 0.24 |
$ 1.06 |
$ 2.03 |
$ (0.09) |
$ (0.03) |
$ 1.37 |
$ (0.23) |
$ 1.01 |
||||||||||
Weighted-average shares |
201.0 |
201.0 |
201.0 |
201.0 |
201.0 |
171.2 |
171.2 |
171.2 |
171.2 |
171.2 |
171.2 |
||||||||||
(1) |
Includes the amortization and depreciation of acquired intangible assets and purchase accounting adjustments. |
(2) |
Includes |
(3) |
In 2021, the Company recognized a valuation allowance against certain deferred tax assets in connection with the merger with Topgolf. Based on the Company's ongoing assessment, a portion of the valuation allowance was released in 2022, and additional valuation allowances were recorded in 2021. |
(4) |
Includes non-cash interest expense related to the debt discount amortization of the convertible notes issued in |
(5) |
Includes |
(6) |
In connection with the adoption of ASU 2020-06 in |
NON-GAAP RECONCILIATION AND SUPPLEMENTAL FINANCIAL INFORMATION (In millions) (Unaudited) |
|||||||||||||||||||
2022 Trailing Twelve Month Adjusted EBITDA |
2021 Trailing Twelve Month Adjusted EBITDA |
||||||||||||||||||
Quarter Ended |
Quarter Ended |
||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
2021 |
2022 |
2022 |
2022 |
Total |
2020 |
2021 |
2021 |
2021 |
Total |
||||||||||
Net income (loss) |
$ (26.2) |
$ 86.7 |
$ 105.4 |
$ 38.5 |
$ 204.4 |
$ (40.6) |
$ 272.5 |
$ 91.7 |
$ (16.0) |
$ 307.6 |
|||||||||
Interest expense, net |
40.5 |
31.4 |
32.5 |
36.4 |
140.8 |
12.9 |
17.5 |
28.9 |
28.7 |
88.0 |
|||||||||
Income tax provision (benefit) |
(69.4) |
(15.7) |
2.9 |
0.3 |
(81.9) |
(7.1) |
47.7 |
(15.8) |
66.2 |
91.0 |
|||||||||
Depreciation and amortization expense |
47.9 |
42.5 |
48.9 |
48.4 |
187.7 |
10.8 |
20.3 |
43.3 |
44.4 |
118.8 |
|||||||||
Non-cash stock compensation and stock |
12.0 |
14.5 |
11.6 |
10.3 |
48.4 |
2.9 |
4.6 |
11.0 |
10.8 |
29.3 |
|||||||||
Non-cash lease amortization expense |
7.7 |
3.5 |
6.6 |
4.4 |
22.2 |
— |
0.8 |
2.1 |
2.8 |
5.7 |
|||||||||
Acquisitions & other non-recurring costs, |
1.8 |
6.9 |
(0.6) |
6.1 |
14.2 |
8.6 |
(235.6) |
3.3 |
1.9 |
(221.8) |
|||||||||
Adjusted EBITDA |
$ 14.3 |
$ 169.8 |
$ 207.3 |
$ 144.4 |
$ 535.8 |
$ (12.5) |
$ 127.8 |
$ 164.5 |
$ 138.8 |
$ 418.6 |
|||||||||
(1) |
In 2022, amounts include |
TOPGOLF NON-GAAP RECONCILIATION AND SUPPLEMENTAL FINANCIAL INFORMATION (Unaudited) (In millions) |
|||
Three Months Ended |
Three Months Ended |
||
|
|
||
Segment operating income(1): |
$ 23.6 |
$ 23.9 |
|
Depreciation and amortization expense |
30.5 |
28.2 |
|
Non-cash stock compensation expense |
5.5 |
4.3 |
|
Non-cash lease amortization expense |
5.0 |
2.9 |
|
Foreign Currency |
(0.4) |
— |
|
Adjusted segment EBITDA |
$ 64.2 |
$ 59.3 |
|
(1) |
The Company does not calculate GAAP net income at the operating segment level, but has provided Topgolf's segment income from operations as a relevant measurement of profitability. Segment income from operations does not include interest expense and taxes as well as other non-cash and non-recurring items. Segment operating income is reconciled to the Company's consolidated pre-tax income in the Consolidated Net Revenues and Operating Segment Information included in this release. |
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