Business Combinations

9 Months Ended

Sep. 30, 2019

Note 4. Business Combinations

Acquisition of JW Stargazer Holding GmbH

In January 2019, the Company completed the acquisition of JW Stargazer Holding GmbH, the owner of the international, premium outdoor apparel, gear and accessories brand, Jack Wolfskin, for €457,394,000 (including cash acquired of €50,984,000) or approximately $521,201,000 (including cash acquired of $58,096,000) (using the exchange rate in effect on the acquisition date), subject to working capital adjustments. The Company financed the acquisition with a Term Loan B facility in the aggregate principal amount of $480,000,000 (see Note 5). Jack Wolfskin designs premium outdoor apparel, gear and accessories targeted at the active outdoor and urban outdoor customer categories. This acquisition is expected to further enhance the Company's lifestyle category and provide a platform for future growth in the active outdoor and urban outdoor categories, which the Company believes are complementary to its portfolio of brands and product capabilities. In addition, the Company anticipates it will realize synergies with respect to supply chain operations as well as warehousing and distribution activities.

The Company allocated the purchase price to the net identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition in accordance with Topic 820. The excess of the purchase price over the fair value of the net assets and liabilities was allocated to goodwill. The Company determined the estimated fair values after review and consideration of relevant information as of the acquisition date, including discounted cash flows, quoted market prices and estimates made by management. If the Company obtains additional information during the measurement period of one-year following the acquisition that would change the estimated fair value of the assets acquired and liabilities assumed based on facts and circumstances that existed as of the acquisition date, the Company may adjust the estimated fair value of the assets acquired and liabilities assumed as soon as practicable during the measurement period.

The allocation of the purchase price presented below was based on management's estimate of the fair values of the acquired assets and assumed liabilities using valuation techniques including income, cost and market approaches. These valuation techniques incorporate the use of expected future revenues, cash flows and growth rates as well as estimated discount rates. Current and noncurrent assets and liabilities are valued at historical carrying values, which approximates fair value. Inventory was valued using the net realizable value approach, which was based on the estimated selling price in the ordinary course of business less reasonable disposal costs and a profit on the disposal efforts. The customer and distributor relationships were valued under the income approach based on the present value of future earnings. The Company will amortize the fair value of these relationships over a 10-year period. The trade name was valued under the royalty savings income approach method, which is equal to the present value of the after-tax royalty savings attributable to owning the trade name as opposed to paying a third party for its use. For this valuation the Company used a royalty rate of 5.0%, which is reflective of royalty rates paid in market transactions, and a discount rate of 10.0% on the future cash flows generated by the net after-tax savings. The goodwill of $152,237,000 arising from the acquisition consists largely of the synergies expected from combining the operations of the Company and Jack Wolfskin. As of September 30, 2019, the Company is continuing to evaluate information that existed as of the acquisition date that could change the fair value of the assets acquired and liabilities assumed, including its assessment of the fair value of the operating leases assumed on whether the terms of these leases are favorable or unfavorable compared with the market terms of leases of the same or similar items at the acquisition date. Upon the completion of its assessment, the Company will recognize an intangible asset if the terms are favorable relative to market terms and a liability if the market terms are unfavorable. In addition, the Company will adjust the fair value of the deferred taxes acquired and recognized in connection with the acquisition once the Company completes the preliminary purchase price allocation of the underlying acquired assets and liabilities. As a non-taxable stock acquisition, the Company does not expect the value attributable to the acquired intangibles and goodwill to be tax deductible. All of the goodwill was assigned to the Apparel, Gear and Other operating segment.

In connection with the acquisition, the Company recognized transaction costs of approximately $9,987,000, of which $6,326,000 was recognized in general and administrative expenses during the nine months ended September 30, 2019. There were no transaction costs incurred during the three months ended September 30, 2019. The remaining $3,661,000 was recognized in 2018. In addition, the Company recorded a loss of $3,215,000 in other income (expense) in the first quarter of 2019 upon the settlement of a foreign currency forward contract to mitigate the risk of foreign currency fluctuations on the purchase price, which was denominated in Euros. In December 2018, the Company recognized an unrealized gain of $4,409,000 in connection with this foreign currency forward contract.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the purchase price allocation (in thousands):



	At January 4, 2019
Assets Acquired
Cash		$	58,096
Accounts receivable		33,491
Inventories		90,849
Other current assets		10,287
Property and equipment		26,180
Deferred tax assets		2,557
Other assets		23
Intangibles - trade name		239,295
Intangibles - franchisee & distributor relationships		38,743
Goodwill		152,237
Total assets acquired		651,758
Liabilities Assumed
Accounts Payable and accrued liabilities		46,347
Deferred tax liabilities		84,210
Net assets acquired		$	521,201

Supplemental Pro-Forma Information (Unaudited)

The following table presents supplemental pro-forma information for the three and nine months ended September 30, 2019 and 2018 as if the Jack Wolfskin acquisition had occurred on January 1, 2018. These amounts have been calculated after applying the Company's accounting policies and are based upon currently available information. For this analysis, the Company assumed that costs associated with the acquisition, including the amortization of intangible assets and the step-up of inventory, as well as the tax effect on those costs, were recognized as of January 1, 2018. Pre-acquisition net sales and net income amounts for Jack Wolfskin were derived from the books and records of Jack Wolfskin prepared prior to the acquisition and are presented for informational purposes only and do not purport to be indicative of the results of future operations or of the results that would have occurred had the acquisition taken place as of the dates noted below.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(in thousands)
Net sales	$	426,217	$	407,453	$	1,389,122	$	1,354,836
Net income attributable to Callaway Golf Company	$	32,366	$	26,781	$	124,478	$	104,545

Supplemental Information of Operating Results

For the three months ended September 30, 2019, the Company's consolidated results of operations included net sales of $134,097,000 and net income of $14,626,000 attributable to Jack Wolfskin. For the nine months ended September 30, 2019, the Company's consolidated results of operations included net sales of $275,211,000 and a net loss of $18,169,000 attributable to Jack Wolfskin. The Jack Wolfskin results of operations include the recognition of $954,000 in the three months ended September 30, 2019 related to the amortization of the intangible assets pertaining to distributor relationships, and $13,582,000 in the nine months ended September 30, 2019 related to the fair value adjustment of the acquired inventory, combined with the amortization of the intangible assets related to distributor relationships. In addition, during the three and nine months ended September 30, 2019, the Company recognized transition related costs of $1,979,000 and $3,926,000, respectively. These results also reflect the seasonality of the Jack Wolfskin business as many of the Jack Wolfskin products are geared toward the fall/winter season.