TOPGOLF CALLAWAY BRANDS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 RESULTS
Topgolf Callaway Brands Corp. (MODG) reported a 19.6% increase in fourth-quarter net revenue, reaching $851.3 million, with a full-year revenue of $3,995.7 million, a 27.5% rise from 2021. The Q4 seasonal operating loss improved by 36.6%, while Adjusted EBITDA surged 155.9% to $36.6 million. Despite a $37.8 million adverse foreign currency impact in Q4, the company opened 11 new venues in 2022. For 2023, revenue is projected between $4,415 million and $4,470 million, indicating 10%-12% growth. The Adjusted EBITDA outlook for 2023 ranges from $620 million to $640 million, representing an 11%-15% increase.
- Q4 net revenue increased by 19.6% to $851.3 million.
- Full year 2022 net revenue reached $3,995.7 million, up 27.5% compared to 2021.
- Adjusted EBITDA rose 155.9% in Q4 2022 to $36.6 million.
- Opened 11 new venues in 2022, with same venue sales growth of 11% in Q4.
- 2023 revenue guidance of $4,415 million to $4,470 million indicates 10%-12% growth.
- Q4 2022 net loss increased to $72.7 million, compared to $26.2 million in Q4 2021.
- Seasonal operating loss improved only slightly, by 36.6%, due to previous year tax adjustments.
- Foreign currency impact negatively affected revenue by $37.8 million in Q4 2022.
Record Revenue Reflects Continued Strength Across All Operating Segments
Raises Full Year 2023 Revenue and Adjusted EBITDA Outlook
Fourth Quarter and Full Year 2022 Highlights
- Q4 net revenue increased
19.6% compared to 2021 - Q4 seasonal operating loss improved
36.6% compared to 2021, or42.4% on a non-GAAP basis - Topgolf opened 11 new owned and operated venues in 2022, including 6 in Q4, and delivered same venue sales growth of
7% and11% for the full year and Q4, respectively, compared to 2019 - Full year net revenue increased
27.5% compared to 2021 - Full year 2022 net income of approximately
on both a GAAP and non-GAAP basis. In 2021, due to a$158 million non-cash gain related to the Topgolf merger, GAAP net income was$252.5 million while non-GAAP net income was$322.0 million .$137.9 million - Full year Adjusted EBITDA increased
, or$112.7 million 25.3% , to compared to 2021$558.1 million
2023 Outlook
- Revenue of
-$4,415 , representing growth of$4,470 million 10% -12% compared to 2022 - Adjusted EBITDA of
-$620 , representing growth of$640 million 11% -15% compared to 2022
The Company posted another strong quarter with a
These strong fourth quarter results were the culmination of another record year for the Company. For 2022, the Company reported record revenue of
"I am pleased to report that 2022 was an outstanding year for
"From an industry perspective, interest in on-course and off-course golf continued to gain momentum throughout the year, with total golf participation in the
GAAP AND NON-GAAP RESULTS
In addition to the Company's results prepared in accordance with GAAP, the Company has provided information on a non-GAAP 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.
SUMMARY OF FINANCIAL RESULTS
The Company announced the following GAAP and non-GAAP financial results for the three and twelve months ended
GAAP RESULTS
Three Months Ended | Twelve Months Ended | ||||||||||
2022 | 2021 | Change | 2022 | 2021(1) | Change | ||||||
Net revenues | $ 851.3 | $ 711.7 | $ 139.6 | $ 3,995.7 | $ 3,133.4 | $ 862.3 | |||||
(Loss) income from operations | (34.7) | (54.7) | 20.0 | 256.8 | 204.7 | 52.1 | |||||
Other (expense) income, net(2) | (41.5) | (41.0) | (0.5) | (114.9) | 145.9 | (260.8) | |||||
(Loss) income before income taxes | (76.2) | (95.7) | 19.5 | 141.9 | 350.6 | (208.7) | |||||
Income tax (benefit) provision | (3.5) | (69.5) | 66.0 | (16.0) | 28.6 | (44.6) | |||||
Net (loss) income | $ (72.7) | $ (26.2) | $ (46.5) | $ 157.9 | $ 322.0 | $ (164.1) | |||||
(Loss) earnings per share - diluted(3) | $ (0.39) | $ (0.14) | $ (0.25) | $ 0.82 | $ 1.82 | $ (1.00) |
(1) | Due to the timing of the merger with |
(2) | The Company's full year 2021 GAAP other (expense) income, net includes the recognition of a |
(3) | In connection with the adoption of ASU 2020-06, starting 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 release.
Three Months Ended | Twelve Months Ended | ||||||||||
2022 | 2021 | Change | 2022 | 2021(1) | Change | ||||||
Net revenues | $ 851.3 | $ 711.7 | $ 139.6 | $ 3,995.7 | $ 3,133.4 | $ 862.3 | |||||
(Loss) income from operations | (24.9) | (43.2) | 18.3 | 297.3 | 255.8 | 41.5 | |||||
Other (expense) income, net | (40.3) | (37.1) | (3.2) | (110.0) | (91.4) | (18.6) | |||||
(Loss) income before income taxes | (65.2) | (80.3) | 15.1 | 187.3 | 164.4 | 22.9 | |||||
Income tax (benefit) provision | (14.4) | (44.8) | 30.4 | 29.1 | 26.5 | 2.6 | |||||
Net (loss) income | $ (50.8) | $ (35.5) | $ (15.3) | $ 158.2 | $ 137.9 | $ 20.3 | |||||
(Loss) earnings per share - diluted(2) | $ (0.27) | $ (0.19) | $ (0.08) | $ 0.82 | $ 0.78 | $ 0.04 | |||||
Adjusted EBITDA | $ 36.6 | $ 14.3 | $ 22.3 | $ 558.1 | $ 445.4 | $ 112.7 |
(1) | Due to the timing of the merger with Topgolf, the Company's results of operations during the period presented for 2021 do not include Topgolf's results for January and February, which in the aggregate totaled |
(2) | In connection with the adoption of ASU 2020-06, starting in |
SEGMENT RESULTS
In evaluating the Company's operating segment performance, readers should understand that the Company's full year 2022 operating results were significantly impacted by changes in foreign currency rates as compared to the same period in 2021. The offsetting benefits from the Company's hedging program, which is in place to mitigate foreign currency impacts, are recorded in Other (expense) income, net and are therefore not reflected in the segment operating results.
The table below provides net revenues by segment for the three and twelve months ended
SEGMENT NET REVENUES
Reported Results for the | Reported Results for the | ||||||||||
Three Months Ended | Twelve Months Ended | ||||||||||
2022 | 2021 | Change | 2022 | 2021(2) | Change | ||||||
Topgolf | $ 409.5 | $ 335.8 | 21.9 % | $ 1,549.0 | $ 1,087.6 | 42.4 % | |||||
Golf Equipment | 190.0 | 161.4 | 17.7 % | 1,406.6 | 1,229.2 | 14.4 % | |||||
Active Lifestyle(1) | 251.8 | 214.5 | 17.4 % | 1,040.1 | 816.6 | 27.4 % | |||||
Total Segment Net Revenues | $ 851.3 | $ 711.7 | 19.6 % | $ 3,995.7 | $ 3,133.4 | 27.5 % | |||||
Constant Currency Total Segment Net Revenues | 24.9 % | 32.2 % |
(1) | During the second quarter of 2022, the Company changed the name of its "Apparel, Gear, and Other" segment to "Active Lifestyle". The name change did not have any impact on the composition of the segments or the Company's previously reported financial information. |
(2) | Due to the timing of the merger with Topgolf, the Company's results of operations for the periods reported for 2021 do not include Topgolf's revenues for January and February, which included |
The table below provides the breakout of segment operating income for the three and twelve months ended
SEGMENT OPERATING INCOME
Reported Results for the | Reported Results for the | ||||||||||
Three Months Ended | Twelve Months Ended | ||||||||||
2022 | 2021 | Change | 2022 | 2021(1) | Change | ||||||
Topgolf | $ 2.5 | $ 6.1 | (59.0) % | $ 76.8 | $ 58.2 | 32.0 % | |||||
% of segment revenue | 0.6 % | 1.8 % | (121) bps | 5.0 % | 5.4 % | (39) bps | |||||
Golf Equipment | 0.7 | (24.9) | 102.8 % | 251.4 | 203.9 | 23.3 % | |||||
% of segment revenue | 0.4 % | (15.4) % | 1,580 bps | 17.9 % | 16.6 % | 128 bps | |||||
Active Lifestyle | 0.1 | (2.3) | 104.3 % | 77.4 | 68.5 | 13.0 % | |||||
% of segment revenue | — % | (1.1) % | 111 bps | 7.4 % | 8.4 % | (95) bps | |||||
Total Segment Operating Income (Loss) | $ 3.3 | $ (21.1) | 115.6 % | $ 405.6 | $ 330.6 | 22.7 % | |||||
% of segment revenue | 0.4 % | (3.0) % | 335 bps | 10.2 % | 10.6 % | (40) bps | |||||
Constant Currency Total Segment Operating Income | 178.4 % | 44.4 % |
(1) | Due to the timing of the merger with Topgolf, the Company's results of operations for the periods reported for 2021 do not include Topgolf's results for January and February, which included |
Fourth Quarter 2022 Segment Results Commentary
(All comparisons to prior periods are calculated on a year-over-year basis, unless otherwise noted)
- Topgolf
- Segment revenue increased
(or$73.7 million 21.9% ,22.9% constant currency) compared to 2021, and same venue sales grew approximately11% compared to pre-pandemic sales in 2019, reflecting continued strong demand. - Segment operating income decreased
(or$3.6 million 59.0% ) to , and segment Adjusted EBITDA decreased$2.5 million (or$2.8 million 6.1% ) to , compared to 2021, both primarily due to planned increases in pre-opening costs and marketing expenditures, as well as extreme weather in late December.$43.2 million - Opened six new owned and operated Topgolf venues.
- Golf Equipment
- Segment revenue increased
(or$28.6 million 17.7% ,25.3% constant currency), driven by growth in the golf ball and golf club product categories. - Segment operating income increased
(or$25.6 million 102.8% ), primarily due to volume and pricing benefits, which more than offset higher input costs and unfavorable foreign exchange rate impacts. - Active Lifestyle
- Segment revenue increased
(or$37.3 million 17.4% ,27.7% constant currency), driven by growth in both the apparel and gear, accessories and other product categories. - Segment operating income increased
(or$2.4 million 104.3% ), as continued momentum in the business more than offset unfavorable foreign exchange rate impacts and market-related challenges inEurope andChina .
Full Year 2022 Segment Results Commentary
(All comparisons to prior periods are calculated on a year-over-year basis, unless otherwise noted)
- Topgolf
- Segment revenue increased
(or$461.4 million 42.4% ,43.3% constant currency) compared to 2021, driven by continued successful new venue openings, and strong same venue sales growth of7% compared to pre-pandemic sales in 2019, reflecting a balanced increase of traffic and price, and a successful corporate and social events business. - Segment operating income increased
(or$18.6 million 32.0% ) to , and segment Adjusted EBITDA increased$76.8 million (or$58.3 million 32.9% ) to , compared to 2021, both due to the opening of new venues and increasing same venue sales during the period.$235.4 million - Opened 11 new owned and operated Topgolf venues and two international franchise venues.
- Golf Equipment
- Segment revenue increased
(or$177.4 million 14.4% ,19.6% constant currency), driven by strong demand from the core golf consumer, additional supply capacity and inventory fill-in at retail. - Segment operating income increased
(or$47.5 million 23.3% ), primarily due to volume and pricing benefits, which outpaced higher input and freight costs and unfavorable foreign exchange rate impacts. - Active Lifestyle
- Segment revenue increased
(or$223.5 million 27.4% ,36.5% constant currency), driven by a28.7% increase in apparel sales and a25.4% increase in gear, accessories and other sales. - Segment operating income increased
(or$8.9 million 13.0% ), as continued momentum in the business outpaced unfavorable foreign exchange rate impacts and macroeconomic issues inEurope andChina .
The following is a reconciliation of total segment operating income to income before income taxes for the three and twelve months ended
Three Months Ended | Twelve Months Ended | ||||||||||
2022 | 2021 | Change | 2022 | 2021(1) | Change | ||||||
Total segment operating income (loss): | $ 3.3 | $ (21.1) | $ 24.4 | $ 405.6 | $ 330.6 | $ 75.0 | |||||
Corporate costs and expenses(2) | (38.0) | (33.6) | (4.4) | (148.8) | (125.9) | (22.9) | |||||
(Loss) income from operations | (34.7) | (54.7) | 20.0 | 256.8 | 204.7 | 52.1 | |||||
Gain on Topgolf investment | — | — | — | — | 252.5 | (252.5) | |||||
Interest expense | (42.5) | (40.5) | (2.0) | (142.8) | (115.6) | (27.2) | |||||
Other income (expense), net | 1.0 | (0.5) | 1.5 | 27.9 | 9.0 | 18.9 | |||||
(Loss) income before income taxes | $ (76.2) | $ (95.7) | $ 19.5 | $ 141.9 | $ 350.6 | $ (208.7) |
(1) | Due to the timing of the merger with Topgolf, the Company's results of operations for the twelve months ended |
(2) | Includes corporate overhead and certain non-recurring and non-cash items as described in the schedules to this release. |
2023 BUSINESS OUTLOOK
The 2023 projections set forth below are based on the Company's best estimates at this time.
FULL YEAR 2023 OUTLOOK
(in millions) | 2023 Current Estimate | 2023 Previous Estimate | 2022 Reported Results | ||
Net revenues | Approximately + | ||||
Adjusted EBITDA | Approximately |
Full Year 2023 Net Revenue Commentary:
- Topgolf segment revenue of approximately
$1.9 billion - Golf Equipment segment revenue to be approximately flat compared to 2022
- Active Lifestyle segment revenue to grow at a low teens percent compared to 2022
- Includes a
negative foreign currency impact based on exchange rates as of the end of$15 million December 2022 and earlyJanuary 2023
Full Year 2023 Profitability Commentary:
- Topgolf expected to generate approximately
50% of the Company's total Adjusted EBITDA - Non-GAAP diluted earnings per share estimated to be
-$0.70 on approximately 200 million shares outstanding$0.78 - Includes a
negative foreign currency impact based on exchange rates as of the end of$20 million December 2022 and earlyJanuary 2023
FIRST QUARTER 2023 OUTLOOK
(in millions) | Q1 2023 Estimate | Q1 2022 Reported Results | |
Net revenues | |||
Adjusted EBITDA |
Q1 2023 Net Revenue Commentary:
- Topgolf segment revenue of just under
$400 million - Includes a
negative foreign currency impact based on exchange rates as of the end of$30 million December 2022 and earlyJanuary 2023
Q1 2023 Profitability Commentary:
- Topgolf segment Adjusted EBITDA to be slightly below the
generated last year, driven by higher marketing expenditures and a return to full staffing levels at the venues$41.6 million - Includes a
negative foreign currency impact based on exchange rates as of the end of$25 million December 2022 and earlyJanuary 2023
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" or as "constant currency" results. This information estimates the impact of changes in foreign currency exchange 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. For 2022, non-recurring items include 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. For 2021, non-recurring items include non-cash amortization of the debt discount related to the Company's convertible notes, 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, earnings per share and Topgolf segment Adjusted EBITDA (together, the "Projected Non-GAAP Measures") information provided in this release, reconciliation of such Projected Non-GAAP Measures to the most closely comparable GAAP financial measures 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 the Projected Non-GAAP measures. 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 the Projected Non-GAAP Measures. The Company currently expects to continue to exclude these items in future disclosures of the Projected Non-GAAP Measures 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') first quarter and full year 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; the Company's level of indebtedness; continued availability of credit facilities and liquidity and ability to comply with applicable debt covenants; effectiveness of capital allocation and cost/expense reduction efforts; continued brand momentum and product success; growth in the direct-to-consumer and e-commerce channels; ability to realize the benefits of the continued investments in the Company's business; consumer acceptance of and demand for the Company's and its subsidiaries' products and services; cost of living and inflationary pressures; any changes in
About
Investor Contact
(760) 931-1771
invrelations@tcbrands.com
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ASSETS | |||
Current assets: | |||
Cash and cash equivalents | $ 180.2 | $ 352.2 | |
Restricted cash | 19.1 | 1.2 | |
Accounts receivable, net | 167.3 | 105.3 | |
Inventories | 959.2 | 533.5 | |
Other current assets | 193.1 | 173.5 | |
Total current assets | 1,518.9 | 1,165.7 | |
Property, plant and equipment, net | 1,809.6 | 1,451.4 | |
Operating lease right-of-use assets, net | 1,419.1 | 1,384.5 | |
3,487.4 | 3,488.7 | ||
Other assets, net | 355.4 | 257.5 | |
Total assets | $ 8,590.4 | $ 7,747.8 | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Current liabilities: | |||
Accounts payable and accrued expenses | $ 580.0 | $ 491.2 | |
Accrued employee compensation and benefits | 135.2 | 128.9 | |
Asset-based credit facilities | 219.3 | 9.1 | |
Operating lease liabilities, short-term | 76.4 | 72.3 | |
Construction advances | 35.4 | 22.9 | |
Deferred revenue | 94.9 | 93.9 | |
Other current liabilities | 35.0 | 47.7 | |
Total current liabilities | 1,176.2 | 866.0 | |
Long-term debt, net | 1,176.3 | 1,025.3 | |
Long-term operating leases | 1,437.5 | 1,385.4 | |
Deemed landlord financing obligations, long-term | 658.0 | 460.6 | |
Deferred taxes, net | 117.5 | 163.6 | |
Other long-term liabilities | 250.6 | 164.0 | |
Total shareholders' equity | 3,774.3 | 3,682.9 | |
Total liabilities and shareholders' equity | $ 8,590.4 | $ 7,747.8 |
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Three Months Ended | ||||
2022 | 2021 | |||
Net revenues: | ||||
Products | $ 447.2 | $ 380.3 | ||
Services | 404.1 | 331.4 | ||
Total net revenues | 851.3 | 711.7 | ||
Costs and expenses: | ||||
Cost of products | 258.1 | 222.6 | ||
Cost of services, excluding depreciation and amortization | 47.7 | 39.7 | ||
Other venue expenses | 296.7 | 247.9 | ||
Selling, general and administrative expense | 250.2 | 237.0 | ||
Research and development expense | 21.0 | 19.2 | ||
Venue pre-opening costs | 12.3 | — | ||
Total costs and expenses | 886.0 | 766.4 | ||
Loss from operations | (34.7) | (54.7) | ||
Interest expense, net | (42.5) | (40.5) | ||
Other income (expense), net | 1.0 | (0.5) | ||
Loss before income taxes | (76.2) | (95.7) | ||
Income tax benefit | (3.5) | (69.5) | ||
Net loss | $ (72.7) | $ (26.2) | ||
Loss per common share: | ||||
Basic and Diluted | ||||
Weighted-average common shares outstanding: | ||||
Basic and Diluted | 184.9 | 186.0 | ||
Twelve Months Ended | ||||
2022 | 2021(1) | |||
Net revenues: | ||||
Products | $ 2,465.5 | $ 2,058.7 | ||
Services | 1,530.2 | 1,074.7 | ||
Total net revenues | 3,995.7 | 3,133.4 | ||
Costs and expenses: | ||||
Cost of products | 1,400.6 | 1,136.6 | ||
Cost of services, excluding depreciation and amortization | 184.0 | 133.5 | ||
Other venue expenses | 1,076.9 | 731.5 | ||
Selling, general and administrative expense | 970.6 | 849.7 | ||
Research and development expense | 76.4 | 68.0 | ||
Venue pre-opening costs | 30.4 | 9.4 | ||
Total costs and expenses | 3,738.9 | 2,928.7 | ||
Income from operations | 256.8 | 204.7 | ||
Interest expense, net | (142.8) | (115.6) | ||
Gain on Topgolf investment | — | 252.5 | ||
Other income, net | 27.9 | 9.0 | ||
Other (expense) income, net | (114.9) | 145.9 | ||
Income before income taxes | 141.9 | 350.6 | ||
Income tax (benefit) provision | (16.0) | 28.6 | ||
Net income | $ 157.9 | $ 322.0 | ||
Earnings per common share: | ||||
Basic | ||||
Diluted | ||||
Weighted-average common shares outstanding: | ||||
Basic | 184.9 | 169.1 | ||
Diluted | 201.3 | 176.9 |
(1) | The Company completed its merger with Topgolf on |
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Twelve Months Ended | |||
2022 | 2021 | ||
Cash flows from operating activities: | |||
Net income | $ 157.9 | $ 322.0 | |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 192.8 | 155.8 | |
Lease amortization expense | 94.2 | 80.0 | |
Amortization of debt discount and issuance costs | 9.8 | 19.3 | |
Impairment Loss | 5.5 | — | |
Deferred taxes, net | (31.0) | 8.4 | |
Non-cash share-based compensation | 47.0 | 38.7 | |
Gain on Topgolf investment | — | (252.5) | |
Unrealized net losses on hedging instruments and foreign currency | 17.5 | 0.3 | |
Acquisition costs | — | (16.2) | |
Other | 10.9 | 12.0 | |
Changes in assets and liabilities, net | (539.7) | (89.5) | |
Net cash (used in) provided by operating activities | (35.1) | 278.3 | |
Cash flows from investing activities: | |||
Capital expenditures | (532.3) | (322.3) | |
Investment in golf-related ventures | — | (30.0) | |
Cash acquired in merger | — | 171.3 | |
Acquisition of intangible assets | (3.2) | — | |
Proceeds from sale of investment in golf-related ventures | 0.4 | 19.1 | |
Net cash used in investing activities | (535.1) | (161.9) | |
Cash flows from financing activities: | |||
Repayments of long-term debt | (96.6) | (200.7) | |
Proceeds from borrowings on long-term debt | 176.8 | 26.2 | |
Proceeds from (repayments of) credit facilities, net | 213.0 | (13.1) | |
Debt issuance cost | (0.2) | (5.4) | |
Payment on contingent earn-out obligation | (5.6) | (3.6) | |
Repayments of financing leases | (2.7) | (0.8) | |
Proceeds from lease financing | 175.7 | 89.2 | |
Exercise of stock options | 0.7 | 22.3 | |
Acquisition of treasury stock | (35.8) | (38.2) | |
Net cash provided by (used in) financing activities | 425.3 | (124.1) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (9.4) | (0.7) | |
Net decrease in cash, cash equivalents and restricted cash | (154.3) | (8.4) | |
Cash, cash equivalents and restricted cash at beginning of period | 357.7 | 366.1 | |
Cash, cash equivalents and restricted cash at end of period | 203.4 | 357.7 | |
Less: restricted cash | (23.2) | (5.5) | |
Cash and cash equivalents at end of period | $ 180.2 | $ 352.2 |
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Net Revenues by Category | ||||||||||
Three Months Ended | Growth | Non-GAAP | ||||||||
2022 | 2021 | Dollars | Percent | Percent | ||||||
Net revenues: | ||||||||||
Venues(2) | $ 387.7 | $ 318.2 | $ 69.5 | 21.8 % | 22.3 % | |||||
Topgolf other business lines(2) | 21.8 | 17.6 | 4.2 | 23.9 % | 33.0 % | |||||
137.5 | 128.8 | 8.7 | 6.8 % | 14.2 % | ||||||
Golf Balls | 52.5 | 32.6 | 19.9 | 61.0 % | 69.3 % | |||||
Apparel | 175.0 | 154.0 | 21.0 | 13.6 % | 24.1 % | |||||
Gear, Accessories & Other | 76.8 | 60.5 | 16.3 | 26.9 % | 36.9 % | |||||
Total net revenues | $ 851.3 | $ 711.7 | $ 139.6 | 19.6 % | 24.9 % | |||||
(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 | Non-GAAP Constant Currency vs. 2021(1) | ||||||||
2022 | 2021(2) | Dollars | Percent | Percent | ||||||
Net revenues: | ||||||||||
$ 603.3 | $ 483.2 | $ 120.1 | 24.9 % | 24.9 % | ||||||
119.7 | 113.0 | 6.7 | 5.9 % | 20.4 % | ||||||
112.8 | 101.3 | 11.5 | 11.4 % | 31.1 % | ||||||
Rest of world | 15.5 | 14.2 | 1.3 | 9.2 % | 19.7 % | |||||
Total net revenues | $ 851.3 | $ 711.7 | $ 139.6 | 19.6 % | 24.9 % | |||||
(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 | $ 409.5 | $ 335.8 | $ 73.7 | 21.9 % | 22.9 % | |||||
Golf Equipment | 190.0 | 161.4 | 28.6 | 17.7 % | 25.3 % | |||||
Active Lifestyle | 251.8 | 214.5 | 37.3 | 17.4 % | 27.7 % | |||||
Total net revenues | $ 851.3 | $ 711.7 | $ 139.6 | 19.6 % | 24.9 % | |||||
Segment operating income: | ||||||||||
Topgolf | $ 2.5 | $ 6.1 | $ (3.6) | (59.0 %) | ||||||
Golf Equipment | 0.7 | (24.9) | 25.6 | 102.8 % | ||||||
Active Lifestyle | 0.1 | (2.3) | 2.4 | 104.3 % | ||||||
Total segment operating income (loss) | 3.3 | (21.1) | 24.4 | 115.6 % | ||||||
Corporate G&A and other(2) | (38.0) | (33.6) | (4.4) | 13.1 % | ||||||
Total operating loss | (34.7) | (54.7) | 20.0 | 36.6 % | ||||||
Interest expense, net | (42.5) | (40.5) | (2.0) | 4.9 % | ||||||
Other income (expense), net | 1.0 | (0.5) | 1.5 | 300.0 % | ||||||
Total loss before income taxes | $ (76.2) | $ (95.7) | $ 19.5 | 20.4 % | ||||||
(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 |
| ||||||||||
Net Revenues by Category | ||||||||||
Twelve Months Ended | Growth | Non-GAAP Constant Currency vs. 2021(1) | ||||||||
2022 | 2021 | Dollars | Percent | Percent | ||||||
Net revenues: | ||||||||||
Venues(2) | $ 1,477.1 | $ 1,029.0 | $ 448.1 | 43.5 % | 44.0 % | |||||
Topgolf other business lines(2) | 71.9 | 58.6 | 13.3 | 22.7 % | 30.7 % | |||||
1,097.1 | 994.5 | 102.6 | 10.3 % | 15.7 % | ||||||
Golf Balls | 309.5 | 234.7 | 74.8 | 31.9 % | 36.0 % | |||||
Apparel | 631.7 | 490.9 | 140.8 | 28.7 % | 38.4 % | |||||
Gear, Accessories & Other | 408.4 | 325.7 | 82.7 | 25.4 % | 33.7 % | |||||
Total net revenues | $ 3,995.7 | $ 3,133.4 | $ 862.3 | 27.5 % | 32.2 % | |||||
(1) Calculated by applying 2021 exchange rates to 2022 reported sales in regions outside the | ||||||||||
(2) As of | ||||||||||
Net Revenues by Region | ||||||||||
Twelve Months Ended | Growth | Non-GAAP Constant Currency vs. 2021(1) | ||||||||
2022 | 2021(2) | Dollars | Percent | Percent | ||||||
Net revenues: | ||||||||||
$ 2,798.0 | $ 2,067.1 | $ 730.9 | 35.4 % | 35.4 % | ||||||
537.4 | 499.5 | 37.9 | 7.6 % | 22.0 % | ||||||
545.4 | 465.5 | 79.9 | 17.2 % | 32.4 % | ||||||
Rest of world | 114.9 | 101.3 | 13.6 | 13.4 % | 18.5 % | |||||
Total net revenues | $ 3,995.7 | $ 3,133.4 | $ 862.3 | 27.5 % | 32.2 % | |||||
(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 | ||||||||||
Twelve Months Ended | Growth/(Decline) | Non-GAAP Constant Currency vs. 2021(1) | ||||||||
2022 | 2021(2) | Dollars | Percent | Percent | ||||||
Net revenues: | ||||||||||
Topgolf | $ 1,549.0 | $ 1,087.6 | $ 461.4 | 42.4 % | 43.3 % | |||||
Golf Equipment | 1,406.6 | 1,229.2 | 177.4 | 14.4 % | 19.6 % | |||||
Active Lifestyle | 1,040.1 | 816.6 | 223.5 | 27.4 % | 36.5 % | |||||
Total net revenues | $ 3,995.7 | $ 3,133.4 | $ 862.3 | 27.5 % | 32.2 % | |||||
Segment operating income: | ||||||||||
Topgolf | $ 76.8 | $ 58.2 | $ 18.6 | 32.0 % | ||||||
Golf Equipment | 251.4 | 203.9 | 47.5 | 23.3 % | ||||||
Active Lifestyle | 77.4 | 68.5 | 8.9 | 13.0 % | ||||||
Total segment operating income | 405.6 | 330.6 | 75.0 | 22.7 % | ||||||
Corporate costs and expenses(3) | (148.8) | (125.9) | (22.9) | 18.2 % | ||||||
Total operating income | 256.8 | 204.7 | 52.1 | 25.5 % | ||||||
Gain on Topgolf investment(4) | — | 252.5 | (252.5) | (100.0 %) | ||||||
Interest expense, net | (142.8) | (115.6) | (27.2) | 23.5 % | ||||||
Other income, net | 27.9 | 9.0 | 18.9 | 210.0 % | ||||||
Total income before income taxes | $ 141.9 | $ 350.6 | $ (208.7) | (59.5 %) | ||||||
(1) Calculated by applying 2021 exchange rates to 2022 reported sales in regions outside the | ||||||||||
(2) Due to the timing of the merger with Topgolf, the Company's results of operations for the periods reported for 2021 do not include Topgolf's revenues | ||||||||||
(3) Amounts for 2022 and 2021 include corporate general and administrative expenses not utilized by management in determining segment profitability, in addition to | ||||||||||
(4) Amount represents a gain recorded to write-up the Company's former investment in Topgolf to its fair value in connection with the merger. |
| ||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||
2022 | 2021 | |||||||||||||||||||||
GAAP | Non-Cash | Non- | Tax | Non- GAAP | GAAP | Non-Cash | Non-Cash | Acquisition | Tax | Non- GAAP | ||||||||||||
Net revenues | $ 851.3 | $ — | $ — | $ — | $ 851.3 | $ 711.7 | $ — | $ — | $ — | $ — | $ 711.7 | |||||||||||
Total costs and expenses | 886.0 | 6.7 | 3.1 | — | 876.2 | 766.4 | 9.6 | — | 1.9 | — | 754.9 | |||||||||||
Loss from operations | (34.7) | (6.7) | (3.1) | — | (24.9) | (54.7) | (9.6) | — | (1.9) | — | (43.2) | |||||||||||
Other expense, net | (41.5) | (0.9) | (0.3) | — | (40.3) | (41.0) | (1.0) | (2.6) | (0.3) | — | (37.1) | |||||||||||
Loss before income taxes | (76.2) | (7.6) | (3.4) | — | (65.2) | (95.7) | (10.6) | (2.6) | (2.2) | — | (80.3) | |||||||||||
Income tax (benefit) provision | (3.5) | (1.8) | (0.9) | 13.6 | (14.4) | (69.5) | (2.5) | (0.6) | (0.6) | (21.0) | (44.8) | |||||||||||
Net (loss) income | $ (72.7) | $ (5.8) | $ (2.5) | $ (13.6) | $ (50.8) | $ (26.2) | $ (8.1) | $ (2.0) | $ (1.6) | $ 21.0 | $ (35.5) | |||||||||||
(Loss) earnings per share - diluted | $ (0.39) | $ (0.03) | $ (0.01) | $ (0.08) | $ (0.27) | $ (0.14) | $ (0.04) | $ (0.01) | $ (0.01) | $ 0.11 | $ (0.19) | |||||||||||
Weighted-average shares outstanding - diluted | 184.9 | 184.9 | 184.9 | 184.9 | 184.9 | 186.0 | 186.0 | 186.0 | 186.0 | 186.0 | 186.0 | |||||||||||
(1) Includes the amortization and depreciation of acquired intangible assets and purchase accounting adjustments. | ||||||||||||||||||||||
(2) Primarily includes | ||||||||||||||||||||||
(3) In connection with the merger with Topgolf in 2021, the Company acquired valuation allowances against certain deferred tax assets and recorded additional valuation allowances. Based on the Company's | ||||||||||||||||||||||
(4) Includes non-cash interest expense related to the amortization of the discount on the Convertible Notes issued in 2020. In accordance with the adoption of ASC 2020-06 effective | ||||||||||||||||||||||
(5) Primarily includes |
| |||||||||||||||||||||
Twelve months ended | |||||||||||||||||||||
2022 | 2021 | ||||||||||||||||||||
GAAP | Non-Cash | Non- | Tax | Non- GAAP | GAAP | Non-Cash | Non-Cash | Acquisition | Tax | Non- GAAP | |||||||||||
Net revenues | $ 3,995.7 | $ — | $ — | $ — | $ 3,995.7 | $ 3,133.4 | $ — | $ — | $ — | $ — | |||||||||||
Total costs and expenses | 3,738.9 | 25.0 | 15.5 | — | 3,698.4 | 2,928.7 | 27.2 | — | 23.9 | — | 2,877.6 | ||||||||||
Income (loss) from operations | 256.8 | (25.0) | (15.5) | — | 297.3 | 204.7 | (27.2) | — | (23.9) | — | 255.8 | ||||||||||
Other (expense) income, net | (114.9) | (3.7) | (1.2) | — | (110.0) | 145.9 | (3.7) | (10.5) | 251.5 | — | (91.4) | ||||||||||
Income (loss) before income taxes | 141.9 | (28.7) | (16.7) | — | 187.3 | 350.6 | (30.9) | (10.5) | 227.6 | — | 164.4 | ||||||||||
Income tax (benefit) provision | (16.0) | (6.9) | (3.8) | (34.4) | 29.1 | 28.6 | (7.4) | (2.5) | (6.0) | 18.0 | 26.5 | ||||||||||
Net income (loss) | $ 157.9 | $ (21.8) | $ (12.9) | $ 34.4 | $ 158.2 | $ 322.0 | $ (23.5) | $ (8.0) | $ 233.6 | $ (18.0) | $ 137.9 | ||||||||||
Earnings (loss) per share - diluted(6) | $ 0.82 | $ (0.11) | $ (0.06) | $ 0.17 | $ 0.82 | $ 1.82 | $ (0.13) | $ (0.05) | $ 1.32 | $ (0.10) | $ 0.78 | ||||||||||
Weighted-average shares | 201.3 | 201.3 | 201.3 | 201.3 | 201.3 | 176.9 | 176.9 | 176.9 | 176.9 | 176.9 | 176.9 | ||||||||||
(1) Includes the amortization and depreciation of acquired intangible assets and purchase accounting adjustments. | |||||||||||||||||||||
(2) Includes | |||||||||||||||||||||
(3) In connection with the merger with Topgolf in 2021, the Company acquired valuation allowances against certain deferred tax assets. Based on the Company's ongoing assessment, a portion of these valuation | |||||||||||||||||||||
(4) Includes non-cash interest expense related to the amortization of the discount on the Convertible Notes issued in 2020. In accordance with the adoption of ASC 2020-06 effective | |||||||||||||||||||||
(5) Includes | |||||||||||||||||||||
(6) In connection with the adoption of ASU 2020-06, starting in |
| |||||||||||||||||||
2022 Trailing Twelve Month Adjusted EBITDA | 2021 Trailing Twelve Month Adjusted EBITDA | ||||||||||||||||||
Quarter Ended | Quarter Ended | ||||||||||||||||||
2022 | 2022 | 2022 | 2022 | Total | 2021 | 2021 | 2021 | 2021 | Total | ||||||||||
Net income (loss) | $ 86.7 | $ 105.4 | $ 38.5 | $ (72.7) | $ 157.9 | $ 272.5 | $ 91.7 | $ (16.0) | $ (26.2) | $ 322.0 | |||||||||
Interest expense, net | 31.4 | 32.5 | 36.4 | 42.5 | 142.8 | 17.5 | 28.9 | 28.7 | 40.5 | 115.6 | |||||||||
Income tax provision (benefit) | (15.7) | 2.9 | 0.3 | (3.5) | (16.0) | 47.7 | (15.8) | 66.2 | (69.5) | 28.6 | |||||||||
Depreciation and amortization expense | 42.5 | 48.9 | 48.4 | 53.0 | 192.8 | 20.3 | 43.3 | 44.4 | 47.9 | 155.9 | |||||||||
Non-cash stock compensation and | 14.5 | 11.6 | 10.3 | 9.7 | 46.1 | 4.6 | 11.0 | 10.8 | 12.0 | 38.4 | |||||||||
Non-cash lease amortization expense | 3.5 | 6.6 | 4.4 | 4.5 | 19.0 | 0.8 | 2.1 | 2.8 | 7.7 | 13.4 | |||||||||
Acquisitions & other non-recurring costs, | 6.9 | (0.6) | 6.1 | 3.1 | 15.5 | (235.6) | 3.3 | 1.9 | 1.9 | (228.5) | |||||||||
Adjusted EBITDA | $ 169.8 | $ 207.3 | $ 144.4 | $ 36.6 | $ 558.1 | $ 127.8 | $ 164.5 | $ 138.8 | $ 14.3 | $ 445.4 | |||||||||
(1) | In 2022, amounts include |
| |||||||
Three Months Ended | Twelve Months Ended | ||||||
2022 | 2021 | 2022 | 2021 | ||||
Segment operating income(1): | $ 2.5 | $ 6.1 | $ 76.8 | $ 58.2 | |||
Depreciation and amortization expense | 34.5 | 29.0 | 125.2 | 93.1 | |||
Non-cash stock compensation expense | 1.5 | 4.4 | 15.2 | 13.8 | |||
Non-cash lease amortization expense | 4.8 | 6.4 | 19.6 | 12.0 | |||
Other (expense) income | (0.1) | 0.1 | (1.4) | — | |||
Adjusted segment EBITDA | 43.2 | 46.0 | 235.4 | 177.1 | |||
Topgolf pre-merger EBITDA contribution for Jan. and | — | — | — | 2.3 | |||
Illustrative segment adjusted EBITDA(2) | $ 43.2 | $ 46.0 | $ 235.4 | $ 179.4 | |||
(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. |
(2) | Due to the timing of the merger with Topgolf on |
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