UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
April 15,
2010
Date of
Report (Date of earliest event reported)
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CALLAWAY
GOLF COMPANY
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(Exact
name of registrant as specified in its
charter)
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DELAWARE
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1-10962
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95-3797580
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2180
RUTHERFORD ROAD, CARLSBAD, CALIFORNIA
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92008-7328
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(Address
of principal executive offices)
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(Zip
Code)
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(760)
931-1771
Registrant’s
telephone number, including area code
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NOT
APPLICABLE
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02 Results of Operations and Financial Condition.*
On April
15, 2010, Callaway Golf Company issued a press release captioned “Callaway Golf
Company Releases Preliminary First Quarter 2010 Results.” A copy of
the press release is attached hereto as Exhibit 99.1 and incorporated herein by
this reference.
Item
9.01 Financial Statements and Exhibits.*
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(c)
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Exhibits.
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The following exhibit is being
furnished herewith:
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Exhibit
99.1
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Press
Release, dated April 15, 2010, captioned “Callaway Golf Company Releases
Preliminary First Quarter 2010
Results.”
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* The
information furnished under Item 2.02 and Item 9.01 of this Current Report on
Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any registration statement or other filing under
the Securities Act of 1933, as amended, except as shall be expressly set forth
by specific reference in such filing.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CALLAWAY
GOLF COMPANY
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Date: April
15, 2010
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By:
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/s/ Brian P. Lynch | |
| Name: Brian P. Lynch | |||
| Title: Vice President and Corporate Secretary | |||
Exhibit
Index
Exhibit
Number Description
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99.1
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Press
Release, dated April 15, 2010, captioned “Callaway Golf Company Releases
Preliminary First Quarter 2010
Results.”
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Contacts: Brad
Holiday
Eric
Struik
Tim
Buckman
(760)
931-1771
CALLAWAY
GOLF COMPANY RELEASES PRELIMINARY
FIRST
QUARTER 2010 RESULTS
CARLSBAD,
CA /April 15, 2010/ Callaway Golf Company (NYSE:ELY) today announced its
preliminary financial results for the first quarter of 2010.
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·
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Net
sales are estimated to be $303 million, an increase of 11% as compared to
net sales of $272 million for the first quarter of
2009. Changes in foreign currency exchange rates favorably
affected 2010 net sales by approximately $15 million. On a
currency neutral basis (i.e. translating the Company’s first quarter 2010
results at first quarter 2009 exchange rates), estimated net sales would
be $288 million, an increase of 6% compared to the first quarter of
2009.
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·
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Gross
profit is estimated to be $137 million, or 45% of net sales, compared to
gross profit of $116 million, or 43% of net sales, for the first quarter
of 2009.
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·
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Operating
expenses for the quarter are estimated to be $109 million, compared to
$103 million for the first quarter of
2009.
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·
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Earnings
per diluted share are estimated to be approximately $0.24 (on 83.9 million
diluted shares outstanding). For the first quarter of 2009, the
Company reported fully diluted earnings per share of $0.11 (on 63.3
million diluted shares outstanding). Both periods include
after-tax charges of approximately $0.01 per share related to the
Company’s global operations strategy targeted at improved gross
margins.
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“Our
first quarter results reflect the improving economic conditions and the benefits
of our continued investment in geographic expansion and our global operations
strategy, as well as improvement in foreign currency exchange rates compared to
last year,” commented George Fellows, President and Chief Executive Officer.
“Although poor weather conditions have delayed the opening of the golf season in
many of our key markets and tempered our first quarter sales, we believe that
golf spending will increase as weather conditions improve and the golf season
opens.”
“Overall,
we remain cautiously optimistic for 2010,” continued Mr.
Fellows. “The pervasive discounting that occurred in 2009 has
subsided, retail inventory levels are healthy, and we have received positive
consumer feedback on our 2010 product line buoyed by strong performance of these
products on the various professional tours around the world. Although
these and other factors support our optimism, it is important to remember that
the second quarter is generally when the consumer purchase cycle peaks and it is
a critical quarter for us in achieving our full year targets.”
Conference
Call
The
Company will release actual first quarter financial results on April 29,
2010. A conference call and webcast will also take place at that
time. Further discussion of the Company’s expectations for the year
will be provided during the conference call.
*****
Disclaimer: Investors
should be aware that the Company has not yet finalized its results for the
first quarter of 2010 and that the Company’s “preliminary” estimates
of first quarter net sales, gross profit, operating expenses, and earnings
contained in this press release reflect management’s estimates based upon the
information available at the time made. These estimates could differ
materially from the Company’s actual results if the information on which the
estimates are based ultimately proves to be incorrect or
incomplete. In addition, statements used in this press release that
relate to future plans, events, financial results, performance or prospects,
including statements relating to an economic or golf industry recovery, future
golf spending, and the Company’s performance in 2010 are forward-looking
statements as defined under the Private Securities Litigation Reform Act of
1995. These estimates and statements are based upon current
information and expectations. Accurately estimating the Company’s reported
future financial performance is based upon various unknowns, including future
changes in foreign currency exchange rates, consumer acceptance and demand for
the Company’s products, the level of promotional activity in the marketplace, as
well as future consumer discretionary purchasing activity, which can be
significantly adversely affected by unfavorable economic or market conditions.
Actual results may differ materially from those estimated or anticipated as a
result of these unknowns or other risks and uncertainties, including continued
compliance with the terms of the Company’s credit facility; delays, difficulties
or increased costs in the supply of components needed to manufacture the
Company’s products, in manufacturing the Company’s products, or in connection
with the implementation of the Company’s planned gross margin initiatives or the
implementation of future initiatives; adverse weather conditions and
seasonality; any rule changes or other actions taken by the USGA or other golf
association that could have an adverse impact upon demand or supply of the
Company’s products; a decrease in participation levels in golf; and the effect
of terrorist activity, armed conflict, natural disasters or pandemic diseases on
the economy generally, on the level of demand for the Company's products or on
the Company's ability to manage its supply and delivery logistics in such an
environment. For additional information concerning these and other risks and
uncertainties that could affect these statements and the Company’s business, see
the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 as
well as other risks and uncertainties detailed from time to time in the
Company’s reports on Forms 10-Q and 8-K subsequently filed from time to time
with the Securities and Exchange Commission. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. The Company undertakes no obligation to
republish revised forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events.
Currency Neutral
Basis: This press release includes information regarding
certain aspects of the Company’s financial results for the first quarter of 2010
that is presented on a “currency neutral basis.” This information estimates the
impact of the effect of foreign currency translation on the Company’s 2010
results as compared to the same period in 2009. This impact is
derived by taking the Company’s 2010 local currency results and translating them
into U.S. dollars based upon 2009 foreign currency exchange rates for the
periods presented and does not include any other effect of changes in foreign
currency rates on the Company’s results.
Regulation
G: The financial results reported in this press release have
been prepared in accordance with accounting principles generally accepted in the
United States (“GAAP”). In addition to the GAAP results, the Company
has also provided additional information concerning its results, which include
certain financial measures not prepared in accordance with GAAP. The
non-GAAP financial measures included in this press release present certain of
the Company’s financial results on a “currency neutral basis.” These non-GAAP
financial measures should not be considered a substitute for any measure derived
in accordance with GAAP. These non-GAAP financial measures may also
be inconsistent with the manner in which similar measures are derived or used by
other companies. Management believes that the presentation of such
non-GAAP financial measures, when considered in conjunction with the most
directly comparable GAAP financial measures, provides additional useful
information for investors as to the underlying performance of the Company’s
business without regard to these items. The Company has provided
reconciling information in the text of this press release.
*****
About
Callaway Golf
Through an unwavering commitment to
innovation, Callaway Golf Company (NYSE: ELY) creates products and services
designed to make every golfer a better golfer. Callaway Golf Company
manufactures and sells golf clubs and golf balls, and sells golf accessories,
under the Callaway Golf®, Odyssey®, Top-Flite®, Ben Hogan® and uPro™ brands in
more than 110 countries worldwide. For more information please visit
www.callawaygolf.com
or http:///Shop.CallawayGolf.com