Acushnet Holdings Corp.: Form 10-Q for the period ended Mar 31, 2023

The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read together with our unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in “Part II, Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission (“SEC”). Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Special Note Regarding Forward-Looking Statements” following the Table of Contents. Unless otherwise noted, the figures in the following discussion are unaudited.

Overview

We are the global leader in the design, development, manufacture and distribution of performance-driven golf products, which are widely recognized for their quality excellence. Today, we are the steward of two of the most revered brands in golf - Titleist, one of golf’s leading performance equipment brands, and FootJoy, one of golf’s leading performance wearable brands.

Our target market is dedicated golfers, who are the cornerstone of the worldwide golf industry. These dedicated golfers are avid and skill-biased, prioritize performance and commit the time, effort and money to improve their game. We believe our focus on innovation and process excellence yields golf products that represent superior performance and consistent product quality, which are the key attributes sought after by dedicated golfers. Many of the game's professional players, who represent the most dedicated golfers, prefer our products, thereby validating our performance and quality promise, while also driving brand awareness. We seek to leverage a pyramid of influence product and promotion strategy, whereby our products are the most played by the world's best players, creating aspirational appeal for a broad range of golfers who want to emulate the performance of the game's best players.

We believe our differentiated focus on performance and quality excellence, enduring connections with dedicated golfers, and favorable and market‑differentiating mix of consumable and durable products have been the key drivers of our solid financial performance.

Our net sales are diversified by both product category and mix, as well as geography. Our product categories include golf balls, golf clubs, wedges and putters, golf shoes, golf gloves, golf gear and golf outerwear and apparel. Our product portfolio contains a favorable mix of consumable products, which we consider to be golf balls and golf gloves, and more durable products, which we consider to be golf clubs, golf shoes, golf gear and golf outerwear and apparel. Our net sales are also diversified by geography with a substantial majority of our net sales generated in five countries: the United States, Japan, Korea, the United Kingdom and Canada. We have the following reportable segments: Titleist golf balls; Titleist golf clubs; Titleist golf gear; and FootJoy golf wear.

Key Performance Measures

We use various financial metrics to measure and evaluate our business, including, among others: (i) net sales on a constant currency basis, (ii) Adjusted EBITDA on a consolidated basis, (iii) Adjusted EBITDA margin on a consolidated basis and (iv) segment operating income (loss).

Since a significant percentage of our net sales are generated outside of the United States, we use net sales on a constant currency basis to evaluate the sales performance of our business in period over period comparisons and for forecasting our business going forward. Constant currency information allows us to estimate what our sales performance would have been without changes in foreign currency exchange rates. This information is calculated by taking the current period local currency sales and translating them into U.S. dollars based upon the foreign currency exchange rates for the applicable comparable prior period. This constant currency information should not be considered in isolation or as a substitute for any measure derived in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Our presentation of constant currency information may not be consistent with the manner in which similar measures are derived or used by other companies.

We primarily use Adjusted EBITDA on a consolidated basis to evaluate the effectiveness of our business strategies, assess our consolidated operating performance and make decisions regarding pricing of our products, go to market execution and costs to incur across our business. We present Adjusted EBITDA as a supplemental measure of our operating performance because it excludes the impact of certain items that we do not consider indicative of our ongoing operating performance. We define Adjusted EBITDA in a manner consistent with the term “Consolidated EBITDA” as it is defined in our credit agreement.

Adjusted EBITDA represents net income (loss) attributable to Acushnet Holdings Corp. plus interest expense, net, income tax expense (benefit), depreciation and amortization and other items defined in the agreement, including: share-based compensation expense; restructuring and transformation costs; certain transaction fees; extraordinary, unusual or non-recurring losses or charges; indemnification expense (income); certain pension settlement costs; certain other non-cash (gains) losses, net and the net income relating to noncontrolling interests. Adjusted EBITDA is not a measurement of financial performance under U.S. GAAP. It should not be considered an alternative to net income (loss) attributable to Acushnet Holdings Corp. as a measure of our operating performance or any other measure of performance derived in accordance with U.S. GAAP. In addition, Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items, or affected by similar non-recurring items. Adjusted EBITDA has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under U.S. GAAP. Our definition and calculation of Adjusted EBITDA is not necessarily comparable to other similarly titled measures used by other companies due to different methods of calculation. For a reconciliation of Adjusted EBITDA to net income (loss) attributable to Acushnet Holdings Corp., see “—Results of Operations” below.

We also use Adjusted EBITDA margin on a consolidated basis, which measures our Adjusted EBITDA as a percentage of net sales, because our management uses it to evaluate the effectiveness of our business strategies, assess our consolidated operating performance and make decisions regarding pricing of our products, go to market execution and costs to incur across our business. We present Adjusted EBITDA margin as a supplemental measure of our operating performance because it excludes the impact of certain items that we do not consider indicative of our ongoing operating performance. Adjusted EBITDA margin is not a measurement of financial performance under U.S. GAAP. It should not be considered an alternative to any measure of performance derived in accordance with U.S. GAAP. In addition, Adjusted EBITDA margin should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items, or affected by similar non-recurring items. Adjusted EBITDA margin has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under U.S. GAAP. Our definition and calculation of Adjusted EBITDA margin is not necessarily comparable to other similarly titled measures used by other companies due to different methods of calculation.

Lastly, we use segment operating income (loss) to evaluate and assess the performance of each of our reportable segments and to make budgeting decisions. Segment operating income (loss) includes directly attributable expenses and certain shared costs of corporate administration that are allocated to the reportable segments, but excludes interest expense, net; restructuring charges; the non-service cost component of net periodic benefit cost; transaction fees and other non-operating gains and losses as we do not allocate these to the reportable segments.

Results of Operations

The following table sets forth, for the periods indicated, our results of operations.

(in thousands)

(1) For the three months ended March 31, 2023, includes costs associated with the optimization of our distribution and custom fulfillment capabilities.

Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022

Net sales by reportable segment is summarized as follows:

(in millions)

Net sales information by region is summarized as follows:

(in millions)

Segment operating income by reportable segment is summarized as follows:

(in millions)

* Percentage change not meaningful

Net Sales

For the three months ended March 31, 2023 net sales increased 13.2%, or 17.2% on a constant currency basis, compared to the three months ended March 31, 2022. The increase was driven by growth across all reportable segments primarily as a result of higher sales volumes.

The increase in net sales in the United States was primarily the result of increases in Titleist golf balls of $22.7 million, FootJoy golf wear of $17.9 million, Titlist golf clubs of $17.3 million and Titleist golf gear of $13.9 million. The increase in Titleist golf balls was primarily driven by higher sales volumes of our latest generation Pro V1 and Pro V1x golf balls. The increase in FootJoy golf wear was primarily driven by higher sales volumes across all product categories, led by apparel. The increase in Titleist golf clubs was primarily driven by higher sales volumes of our TSR drivers, fairways and hybrids, partially offset by lower sales volumes of wedges which are in their second model year. The increase in Titleist golf gear was primarily driven by higher sales volumes across all product categories reflecting improvements in supply chain and fulfillment constraints versus their impact in the first quarter of 2022.

Net sales in regions outside the United States increased 1.7%, or 9.4% on a constant currency basis. In Korea and Rest of World, net sales increased across all reportable segments. In Japan, net sales increased in all reportable segments except Titleist golf clubs which were flat. In EMEA, net sales increased across all reportable segments except FootJoy golf wear.

Gross Profit

Gross profit increased $48.7 million for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. Gross margin increased to 53.3% for the three months ended March 31, 2023 compared to 52.3% for the three months ended March 31, 2022. The increase in gross profit was primarily the result of increases in Titleist golf clubs of $17.2 million, Titleist golf balls of $13.3 million, Titleist golf gear of $12.5 million and FootJoy golf wear of $6.5 million. These increases in gross profit were primarily due to the sales volume increases discussed above and lower inbound freight costs, partially offset by the unfavorable impact of changes in foreign currency exchange rates. The increase in gross margin was primarily due to lower inbound freight costs across all reportable segments.

Selling, General and Administrative Expenses

SG&A expenses increased $26.8 million for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. This increase was primarily due to an increase of $11.5 million in selling expense due to higher sales volumes as discussed previously and higher employee related expenses, an increase of $7.6 million in advertising and promotional expenses primarily related to new product launches, as well as an increase of $5.1 million in administrative expense primarily due to employee related expenses. Overall, SG&A included a favorable impact of changes in foreign currency exchange rates of $5.2 million across all expense categories and reportable segments.

Intangible Amortization

Intangible amortization expense increased $1.7 million for the three months ended March 31, 2023 compared to the three months ended March 31, 2022, primarily as a result of the acquisition of trademarks related to our putter and gear businesses in late 2022 and early 2023, respectively.

Interest Expense, net

Interest expense, net increased $8.6 million for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. This increase was primarily due to an increase in borrowings and interest rates for the three months ended March 31, 2023.

Income Tax Expense

Income tax expense decreased $0.2 million for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. Our effective tax rate ("ETR") was 18.1% for the three months ended March 31, 2023 compared to 20.4% for the three months ended March 31, 2022. The decrease in the ETR was primarily driven by changes in our jurisdictional mix of earnings.

Segment Results

Titleist Golf Balls Segment

Net sales in our Titleist golf balls segment increased 17.2%, or 20.6% on a constant currency basis, for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The increase was primarily driven by higher sales volumes of our latest generation Pro V1 and Pro V1x golf balls launched in the first quarter of 2023.

Operating income in our Titleist golf balls segment increased $5.2 million, or 15.6% compared to the prior year period. The increase in operating income resulted from higher gross profit of $13.3 million, partially offset by higher operating expenses of $7.6 million. The increase in gross profit was primarily driven by higher sales volumes and lower inbound freight costs. Operating expenses increased primarily as a result of increases of $3.4 million, $2.5 million and $1.3 million in selling, advertising and promotional and administrative expenses, respectively.

Titleist Golf Clubs Segment

Net sales in our Titleist golf clubs segment increased 12.4%, or 16.3% on a constant currency basis, for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The increase was largely due to higher sales volumes of our TSR drivers and fairways launched in the third quarter of 2022 and TSR hybrids launched in the first quarter of 2023. This increase was partially offset by lower sales volumes of second model year wedges.

Operating income in our Titleist golf clubs segment increased $8.3 million, or 25.8% compared to the prior year period. The increase in operating income resulted from higher gross profit of $17.2 million, partially offset by higher operating expenses of $7.9 million. The increase in gross profit was primarily due to higher sales volumes, lower inbound freight costs and lower royalty expense. Operating expenses increased primarily as a result of increases of $4.4 million, $2.0 million and $1.4 million in selling, administrative and advertising and promotional expenses, respectively.

Titleist Golf Gear Segment

Net sales in our Titleist golf gear segment increased 51.9%, or 57.4% on a constant currency basis, for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The increase was primarily due to higher sales volumes across all product categories reflecting improvements in supply chain and fulfillment constraints versus their impact in the first quarter of 2022.

Operating income in our Titleist golf gear segment increased $10.0 million compared to the prior year period. The increase in operating income resulted from higher gross profit of $12.5 million, partially offset by higher operating expenses of $2.1 million. Gross profit increased due to higher sales volumes and lower inbound freight costs. Operating expenses increased primarily as a result of an increase of $1.6 million in selling expense.

FootJoy Golf Wear Segment

Net sales in our FootJoy golf wear segment increased 3.9%, or 7.8% on a constant currency basis, for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The increase was primarily due to increased sales volumes in apparel reflecting improvements in supply chain constraints.

Operating income in our FootJoy golf wear segment decreased $0.5 million, or 1.6% compared to the prior year period. The decrease in operating income resulted from higher operating expenses of $7.0 million, partially offset by higher gross profit of $6.5 million. Gross profit increased primarily as a result of sales volume increases in apparel and lower inbound freight costs. Operating expenses increased primarily as a result of an increase of $3.1 million in selling expense due to higher sales volumes partially offset by lower retail commission expense in Korea, as well as increases of $2.9 million and $1.0 million in advertising and promotional and administrative expenses, respectively.

Liquidity and Capital Resources

Our primary cash needs relate to working capital, capital expenditures, servicing our debt, paying dividends, pension contributions and repurchasing shares of our common stock. Additionally, from time to time, we may make strategic acquisitions and investments to complement our products, technologies or businesses, which could impact our liquidity needs. We expect to rely on cash flows from operations and borrowings under our revolving credit facility and local credit facilities as our primary sources of liquidity.

Our liquidity is impacted by our level of working capital, which is cyclical as a result of the general seasonality of our business. Our accounts receivable balance is generally at its highest starting at the end of the first quarter and continuing through the second quarter, and declines during the third and fourth quarters as a result of both an increase in cash collections and lower sales. Our inventory balance also fluctuates as a result of the seasonality of our business. Generally, our buildup of inventory starts during the fourth quarter and continues through the first quarter and into the beginning of the second quarter in order to meet demand for our initial sell-in during the first quarter and reorders in the second quarter. Both accounts receivable and inventory balances are impacted by the timing of new product launches.

As of March 31, 2023, we had $55.5 million of unrestricted cash and cash equivalents (including $15.3 million attributable to our FootJoy golf shoe variable interest entity). As of March 31, 2023, 97.5% of our total unrestricted cash and cash equivalents was held at our non-U.S. subsidiaries, including our FootJoy golf shoe variable interest entity. We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which we can access those funds on a cost effective basis. We are not aware of any restrictions on repatriation of these funds and, subject to foreign withholding taxes, those funds could be repatriated, if necessary. We have repatriated, and intend to repatriate, funds to the United States from time to time to satisfy domestic liquidity needs arising in the ordinary course of business.

As noted previously, the macroeconomic environment could impact our results of operations in ways we cannot currently predict. Nonetheless, we believe that cash expected to be provided by operating activities, together with our cash on hand and the availability of borrowings under our revolving credit facility and our local credit facilities (subject to customary borrowing conditions) will be sufficient to meet our liquidity requirements for at least the next 12 months. Our ability to generate sufficient cash flows from operations is, however, subject to many risks and uncertainties, including current and future economic trends and conditions, demand for our products, availability and cost of our raw materials and components, foreign currency exchange rates and other risks and uncertainties applicable to our business, as described in our Annual Report on Form 10-K for the year ended December 31, 2022.

Debt and Financing Arrangements

As of March 31, 2023, we had $158.8 million of availability under our multi-currency revolving credit facility after giving effect to $8.2 million of outstanding letters of credit. Additionally, we had $25.3 million available under our local credit facilities.

Our credit agreement contains customary affirmative and restrictive covenants, including, among others, financial covenants based on our leverage and interest coverage ratios. The credit agreement also includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations to be immediately due and payable. As of March 31, 2023, we were in compliance with all covenants under our credit agreement.

See “Notes to Unaudited Condensed Consolidated Financial Statements – Note 5 – Debt and Financing Arrangements,” Item 1 of Part I included elsewhere in this report and “Notes to Consolidated Financial Statements-Note-10-Debt and Financing Arrangements” in our Annual Report on Form 10-K for the year ended December 31, 2022 for a description of our credit facilities and related credit agreements. Additionally, see "Risk Factors - Risks Related to Our Indebtedness" as described in our Annual Report on Form 10-K for the year ended December 31, 2022 for further discussion surrounding the risks and uncertainties related to our credit facilities.

Dividends and Share Repurchase Program

During the three months ended March 31, 2023, we paid dividends on our common stock of $14.3 million to our shareholders. During the second quarter of 2023, our Board of Directors declared a dividend of $0.195 per share of common stock to shareholders of record as of June 2, 2023 and payable on June 16, 2023.

As of March 31, 2023, our Board of Directors had authorized us to repurchase up to an aggregate of $700.0 million of our issued and outstanding common stock. During the three months ended March 31, 2023, we repurchased 2,514,917 shares of common stock at an average price of $46.17 for an aggregate of $116.1 million. Included in this amount were 2,168,528 shares of common stock repurchased from Magnus Holdings Co., Ltd. (“Magnus”), a wholly-owned subsidiary of Fila Holdings Corp., on January 23, 2023, for an aggregate of $100.0 million in satisfaction of our obligations pursuant to our previously disclosed Magnus share repurchase agreement.

As of March 31, 2023, we had $291.3 million remaining under the current share repurchase authorization. See “Notes to Unaudited Condensed Consolidated Financial Statements-Note-10-Common Stock,” Item 1 of Part I included elsewhere in this report for a description of our share repurchase program and Magnus share repurchase agreements.

Business Developments

In January 2023, we acquired certain trademarks from Club Glove, an industry leader specializing in premium performance golf travel products, for $25.2 million including cash consideration of $22.2 million and contingent consideration of $3.0 million. See “Notes to Unaudited Condensed Consolidated Financial Statements-Note-16 - Other Business Developments,” Item 1 of Part I included elsewhere in this report for additional information regarding our acquisition during the first quarter ended March 31, 2023.

Capital Expenditures

We made $11.7 million of capital expenditures during the three months ended March 31, 2023. Capital expenditures for the full year are expected to be approximately $75.0 million, although the actual amount may vary depending upon a variety of factors, including the timing of certain capital project implementations and receipt of capital purchases due to supply chain challenges. Capital expenditures generally relate to investments to support the manufacturing and distribution of products, our go-to-market activities and continued investments in information technology to support our global strategic initiatives.

Cash Flows

The following table presents the major components of net cash flows from operating, investing and financing activities for the periods indicated:

(in thousands)

Cash Flows from Operating Activities

The decrease in cash used in operating operating activities was primarily related to changes in working capital, largely driven by inventory. These inventory changes relate to an increase in demand for our products and improvements in our inventory position and supply chain. At any specific point in time, working capital is subject to many variables, including seasonality and inventory management, the timing of cash receipts and payments, vendor payment terms and fluctuations in foreign exchange rates.

Cash Flows from Investing Activities

The increase in cash used in investing activities was primarily driven by cash paid for trademark acquisitions during the three months ended March 31, 2023.

Cash Flows from Financing Activities

The increase in cash provided by financing activities was primarily due to an increase in proceeds from borrowings offset in part by an increase in purchases of our common stock.

Off-Balance Sheet Arrangements

As of March 31, 2023, other than as discussed above, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Estimates

There have been no material changes to our critical accounting estimates from the information provided in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Recently Issued Accounting Standards

We have reviewed all recently issued accounting standards and have determined that, other than as disclosed in "Notes to Unaudited Condensed Consolidated Financial Statements-Note-1-Summary of Significant Accounting Policies," Item 1 of Part I included elsewhere in this report, such accounting standards will not have a significant impact on our consolidated financial statements or otherwise do not apply to our operations.

We are exposed to various market risks, which may result in potential losses arising from adverse changes in market rates, such as interest rates, foreign exchange rates and commodity prices and availability, as well as inflation risk. We do not enter into derivatives or other financial instruments for trading or speculative purposes and do not believe we are exposed to material market risk with respect to our cash and cash equivalents.

Interest Rate Risk

We are exposed to interest rate risk under our various credit facilities which accrue interest at variable rates, as described in "Notes to Unaudited Condensed Consolidated Financial Statements-Note-5- Debt and Financing Arrangements,” Item1 of Part I, included elsewhere in this report. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control. We are exposed to changes in the level of interest rates and to changes in the relationship or spread between interest rates for our floating rate debt. Our floating rate debt requires payments based on a variable interest rate index. Increases in interest rates may reduce our net income by increasing the cost of our debt.

From time to time, we enter into interest rate swap contracts to reduce our interest rate risk. Under these contracts, we pay fixed and receive variable rate interest, in effect converting a portion of our floating rate debt to fixed rate debt. As of March 31, 2023, the notional value of our outstanding interest rate swap contract was $100.0 million. See "Notes to Unaudited Condensed Consolidated Financial Statement-Note-6-Derivative Financial Instruments" for further discussion of our interest rate swap contract.

We performed a sensitivity analysis to assess the potential effect of a hypothetical movement in interest rates on our annual pre-tax interest expense. As of March 31, 2023, we had $727.6 million of outstanding indebtedness at variable interest rates after giving effect to $100.0 million of hedged floating rate indebtedness. The sensitivity analysis, while not predictive in nature, indicated that a one percentage point increase in the interest rate applied to these borrowings as of March 31, 2023 would have resulted in an increase of $7.3 million in our annual pre-tax interest expense.

Foreign Exchange Risk

We are exposed to foreign currency transaction risk related to transactions denominated in a currency other than functional currency. In addition, we are exposed to currency translation risk resulting from the translation of the financial results of our consolidated subsidiaries from their functional currency into U.S. dollars for financial reporting purposes.

We use financial instruments to reduce the earnings and shareholders' equity volatility relating to transaction risk. The principal financial instruments we enter into on a routine basis are foreign exchange forward contracts, primarily pertaining to the U.S. dollar, the Japanese yen, the British pound sterling, the Canadian dollar, the Korean won and the euro. The periods of the foreign exchange forward contracts designated as hedges correspond to the periods of the forecasted hedged transactions, which do not exceed 24 months subsequent to the latest balance sheet date. We do not enter into derivative financial instrument contracts for trading or speculative purposes.

We performed a sensitivity analysis to assess potential changes in the fair value of our foreign exchange forward contracts relating to a hypothetical movement in foreign currency exchange rates. The gross U.S. dollar equivalent notional amount of all foreign exchange forward contracts outstanding at March 31, 2023 was $229.3 million, representing a net settlement asset of $1.9 million. The sensitivity analysis of changes in the fair value of our foreign exchange forward contracts outstanding as of March 31, 2023, while not predictive in nature, indicated that the net settlement asset of $1.9 million would decrease by $17.5 million resulting in a net settlement liability of $15.6 million, if the U.S. dollar uniformly weakened by 10% against all currencies covered by our contracts.

The sensitivity analysis described above recalculates the fair value of the foreign exchange forward contracts outstanding by replacing the actual foreign currency exchange rates and current month forward rates with foreign currency exchange rates and forward rates that reflect a 10% weakening of the U.S. dollar against all currencies covered by our contracts. All other factors are held constant. The sensitivity analysis disregards the possibility that foreign currency exchange rates can move in opposite directions and that gains from one currency may or may not be offset by losses from another currency. The analysis also disregards the offsetting change in value of the underlying hedged transactions and balances.

The financial markets and currency volatility may limit our ability to cost-effectively hedge these exposures. The counterparties to derivative contracts are major financial institutions with investment grade credit ratings. We monitor the credit quality of these financial institutions on an ongoing basis.

Commodity Risk

We are exposed to commodity price and availability risks with respect to certain materials and components used by us, our suppliers and our manufacturers, including polybutadiene, urethane and Surlyn for the manufacturing of our golf balls, titanium and steel for the assembly of our golf clubs, leather and synthetic fabrics for our golf shoes, golf gloves, golf gear and golf apparel, and resin and other petroleum-based materials for a number of our products.

Impact of Inflation

Our results of operations and financial condition are presented based on historical cost, and inflation in the cost of our products, overhead costs or wage rates may adversely affect our operating results. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe that inflation in the form of increased raw materials and other input costs, including inbound freight and wage rates, have impacted our business, results of operations, financial position and cash flows during the three months ended March 31, 2023 and 2022. Should the current higher inflationary environment continue, including increased raw material and other input costs, our business, results of operations, financial position and cash flows could be materially impacted in the future.

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the fiscal quarter ended March 31, 2023. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting. There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

You should carefully consider each of the risk factors included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, as well as the other information set forth in this report. There have been no material changes to the risk factors as described in our Annual Report on Form 10-K for the year ended December 31, 2022.