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


October 29, 2009
Date of Report (Date of earliest event reported)



CALLAWAY GOLF COMPANY

(Exact name of registrant as specified in its charter)



DELAWARE

1-10962

95-3797580

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

(IRS Employer

Identification No.)

2180 RUTHERFORD ROAD, CARLSBAD, CALIFORNIA

92008-7328

(Address of principal executive offices)

(Zip Code)

(760) 931-1771

Registrant’s telephone number, including area code

NOT APPLICABLE

(Former name or former address, if changed since last report.)



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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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 October 29, 2009, Callaway Golf Company issued a press release captioned “Callaway Golf Company Announces 2009 Third Quarter and Nine Month 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.*

  (c) Exhibits.
 
 

The following exhibit is being furnished herewith:

 
Exhibit 99.1   Press Release, dated October 29, 2009, captioned “Callaway Golf Company Announces 2009 Third Quarter and Nine Month Results.”

*  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.

CALLAWAY GOLF COMPANY

 

 

 

 

 

Date:

October 29, 2009

By:

/s/ Bradley J. Holiday

Name:

Bradley J. Holiday

Title:

Senior Executive Vice President

and Chief Financial Officer


Exhibit Index

Exhibit Number

 

Description

 
99.1 Press Release, dated October 29, 2009, captioned “Callaway Golf Company Announces 2009 Third Quarter and Nine Month Results.”

Exhibit 99.1

Callaway Golf Company Announces 2009 Third Quarter and Nine Month Results

CARLSBAD, Calif.--(BUSINESS WIRE)--October 29, 2009--Callaway Golf Company (NYSE:ELY) today announced its financial results for the third quarter and first nine months ended September 30, 2009, consistent with the preliminary results released on October 15th, 2009.

For the third quarter, the Company reported:

For the first nine months, the Company reported:


“While market conditions have been challenging this year, we have managed our business in such a way that we have gained market share in all club categories, managed our expenses responsibly and invested in a few important growth initiatives that should position Callaway Golf to grow when the economy begins to rebound,” commented George Fellows, President and CEO. “We are already seeing some improvement in global economic conditions and a lessening of the negative impact of foreign currency exchange rates. Furthermore, initial feedback on our 2010 new products has been positive, our supply chain continues to improve, and the many actions we’ve taken this year, together with our increased market share base, should position us to generate a meaningful turnaround and return to profitability next year.”

Business Outlook

The Company estimates sales for the year will be down approximately 16% due to the challenging economic and market environment in addition to unfavorable foreign currency exchange rates. Gross margins for the year are now estimated to be approximately 37% compared to the Company’s prior estimate of 38% - 40%, due to higher than expected participation rates on second and third quarter sales promotions. Operating expenses for the year are still anticipated to be approximately $370 - $380 million as compared to $403 million in 2008. This estimate includes increased expenses in 2009 resulting from investments in the Company’s business including the uPro acquisition, costs related to reductions in workforce, and international expansion. The Company estimates a full year loss per share of $0.30 to $0.35 which includes after tax charges of $0.05 per share for gross margin initiatives and approximately $0.09 per share of dilution associated with the Company’s preferred equity.

Conference Call and Webcast

The Company will be holding a conference call at 2:00 p.m. PDT today. The call will be broadcast live over the Internet and can be accessed at www.callawaygolf.com. To listen to the call, please go to the website at least 15 minutes before the call to register and for instructions on how to access the broadcast. A replay of the conference call will be available approximately two hours after the call ends, and will remain available through 9:00 p.m. PST on Thursday, November 5, 2009. The replay may be accessed through the Internet at www.callawaygolf.com or by telephone by calling 1-800-642-1687 toll free for calls originating within the United States or 706-645-9291 for International calls. The replay pass code is 36067055.


* * * * *

Disclaimer: Statements used in this press release that relate to future plans, events, financial results, performance or prospects, including statements relating to an economic recovery, future growth, improvement in foreign currency exchange rates, acceptance of 2010 products, a turnaround and return to profitability in 2010, and estimated 2009 sales, gross margins, operating expenses, and loss per share, 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 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 third quarter and first nine months of 2009 that is presented on a “currency neutral basis.” This information estimates the impact of the effect of foreign currency translation on the Company’s 2009 results as compared to the same period in 2008. This impact is derived by taking the Company’s 2009 local currency results and translating them into U.S. dollars based upon 2008 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 changes in foreign currency exchange rates. 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 Shop.CallawayGolf.com

 
Callaway Golf Company
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
     
 
September 30, December 31,
2009 2008
 
ASSETS
Current assets:
Cash and cash equivalents $ 104,677 $ 38,337
Accounts receivable, net 154,998 120,067
Inventories 198,734 257,191
Deferred taxes, net 37,376 27,046
Income taxes receivable - 15,549
Other current assets   22,197   31,813
Total current assets 517,982 490,003
 
Property, plant and equipment, net 147,660 142,145
Intangible assets, net 174,824 176,689
Other assets   53,563   46,501
Total assets $ 894,029 $ 855,338
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 110,029 $ 126,167
Accrued employee compensation and benefits 21,230 25,630
Accrued warranty expense 10,037 11,614
Line of Credit - 90,000
Other current liabilities   5,091   -
Total current liabilities 146,387 253,411
 
Long-term liabilities 20,603 21,559
Shareholders' equity   727,039   580,368
Total liabilities and shareholders' equity $ 894,029 $ 855,338
 

 
Callaway Golf Company
Statements of Operations
(In thousands, except per share data)
(Unaudited)
       
 
Quarter Ended
September 30,
  2009     2008  
 
Net sales $ 190,864 $ 213,451
Cost of sales   131,287     133,320  
Gross profit 59,577 80,131
Operating expenses:
Selling 56,972 65,730
General and administrative 20,452 20,201
Research and development   7,727     6,650  
Total operating expenses 85,151 92,581
Income (loss) from operations (25,574 ) (12,450 )
Other income (expense), net   837     (1,669 )
Income (loss) before income taxes (24,737 ) (14,119 )
Income tax provision (benefit)   (11,308 )   (6,676 )
Net income (loss) (13,429 ) (7,443 )
Dividends on convertible preferred stock   2,625     -  
Net income (loss) allocable to common shareholders $ (16,054 ) $ (7,443 )
 
Earnings (loss) per common share:
Basic ($0.25 ) ($0.12 )
Diluted ($0.25 ) ($0.12 )
Weighted-average common shares outstanding:
Basic 63,240 62,494
Diluted 63,240 62,494
 
 
 
Nine Months Ended
September 30,
  2009     2008  
 
Net sales $ 764,947 $ 945,932
Cost of sales   479,341     519,187  
Gross profit 285,606 426,745
Operating expenses:
Selling 204,016 226,352
General and administrative 59,797 65,480
Research and development   23,667     22,112  
Total operating expenses 287,480 313,944
Income (loss) from operations (1,874 ) 112,801
Other expense, net   (1,032 )   (3,574 )
Income (loss) before income taxes (2,906 ) 109,227
Income tax provision (benefit)   (3,201 )   39,897  
Net income (loss) 295 69,330
Dividends on convertible preferred stock   3,063     -  
Net income (loss) allocable to common shareholders $ (2,768 ) $ 69,330  
 
Earnings (loss) per common share:
Basic ($0.04 ) $ 1.10
Diluted ($0.04 ) $ 1.08
Weighted-average common shares outstanding:
Basic 63,120 63,187
Diluted 63,120 64,029
 

 
Callaway Golf Company
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
     
 
Nine Months Ended
September 30,
  2009     2008  
Cash flows from operating activities:
Net income $ 295 $ 69,330
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 30,244 28,747
Deferred taxes, net (12,147 ) 2,117
Non-cash share-based compensation 6,653 5,044
Gain on disposal of long-lived assets (574 ) (435 )
Changes in assets and liabilities   32,905     (44,461 )
Net cash provided by operating activities   57,376     60,342  
 
Cash flows from investing activities:
Capital expenditures (29,782 ) (33,506 )
Other investing activities   103     42  
Net cash used in investing activities   (29,679 )   (33,464 )
 
Cash flows from financing activities:
Issuance of preferred stock 140,000 -
Equity issuance costs (5,923 ) -
Issuance of common stock 2,562 4,708
Dividends paid, net (8,326 ) (8,951 )
Acquisition of treasury stock - (22,970 )
Proceeds from (payments on) credit facilities, net (90,000 ) 3,493
Other financing activities   40     (223 )
Net cash provided by (used in) financing activities   38,353     (23,943 )
 
Effect of exchange rate changes on cash and cash equivalents   290     (2,168 )
Net increase in cash and cash equivalents 66,340 767
Cash and cash equivalents at beginning of period   38,337     49,875  
Cash and cash equivalents at end of period $ 104,677   $ 50,642  
 

 
Callaway Golf Company
Consolidated Net Sales and Operating Segment Information
(In thousands)
(Unaudited)
                     
 
Net Sales by Product Category
Quarter Ended Nine Months Ended
September 30, Growth/(Decline) September 30, Growth/(Decline)
  2009     2008   Dollars Percent   2009     2008   Dollars Percent
Net sales: Net sales:
Woods $ 35,746 $ 34,499 $ 1,247 4 % Woods $ 191,584 $ 237,043 $ (45,459 ) -19 %
Irons 49,371 63,768 (14,397 ) -23 % Irons 186,780 260,311 (73,531 ) -28 %
Putters 17,099 21,305 (4,206 ) -20 % Putters 71,211 88,793 (17,582 ) -20 %
Golf balls 40,896 48,413 (7,517 ) -16 % Golf balls 146,489 181,081 (34,592 ) -19 %
Accessories and other   47,752     45,466     2,286   5 % Accessories and other   168,883     178,704     (9,821 ) -5 %
$ 190,864   $ 213,451   $ (22,587 ) -11 % $ 764,947   $ 945,932   $ (180,985 ) -19 %
 
 
 
 
Net Sales by Region
Quarter Ended Nine Months Ended
September 30, Growth/(Decline) September 30, Growth/(Decline)
  2009     2008   Dollars Percent   2009     2008   Dollars Percent
Net sales: Net sales:
United States $ 93,867 $ 104,595 $ (10,728 ) -10 % United States $ 398,889 $ 465,053 $ (66,164 ) -14 %
Europe 27,010 33,371 (6,361 ) -19 % Europe 112,489 171,285 (58,796 ) -34 %
Japan 29,137 32,825 (3,688 ) -11 % Japan 113,593 132,723 (19,130 ) -14 %
Rest of Asia 20,981 18,497 2,484 13 % Rest of Asia 58,833 67,029 (8,196 ) -12 %
Other foreign countries   19,869     24,163     (4,294 ) -18 % Other foreign countries   81,143     109,842     (28,699 ) -26 %
$ 190,864   $ 213,451   $ (22,587 ) -11 % $ 764,947   $ 945,932   $ (180,985 ) -19 %
 
 
 
 
Operating Segment Information
Quarter Ended Nine Months Ended
September 30, Growth/(Decline) September 30, Growth/(Decline)
  2009     2008   Dollars Percent   2009     2008   Dollars Percent
Net sales: Net sales:
Golf clubs $ 149,968 $ 165,038 $ (15,070 ) -9 % Golf clubs $ 618,458 $ 764,851 $ (146,393 ) -19 %
Golf balls   40,896     48,413     (7,517 ) -16 % Golf balls   146,489     181,081     (34,592 ) -19 %
$ 190,864   $ 213,451   $ (22,587 ) -11 % $ 764,947   $ 945,932   $ (180,985 ) -19 %
 

Income (loss) before income taxes:

Income (loss) before income taxes:

Golf clubs $ (7,501 ) $ 2,825 $ (10,326 ) -366 % Golf clubs $ 46,149 $ 146,192 $ (100,043 ) -68 %
Golf balls (4,236 ) (2,654 ) (1,582 ) -60 % Golf balls (6,900 ) 10,048 (16,948 ) -169 %
Reconciling items (1)   (13,000 )     (14,290 )   1,290   9 % Reconciling items (1)   (42,155 )   (47,013 )   4,858   10 %
$ (24,737 ) $ (14,119 ) $ (10,618 ) -75 % $ (2,906 ) $ 109,227   $ (112,133 ) -103 %
 
(1) Represents corporate general and administrative expenses and other income (expense) not utilized by management in determining segment profitability.
 

 
Callaway Golf Company
Supplemental Financial Information
(In thousands, except per share data)
(Unaudited)
             
 
Quarter Ended September 30, Quarter Ended September 30,
2009   2008  
 
Pro Forma Callaway Golf Gross Margin Improvement Initiatives Total as Reported Pro Forma Callaway Golf Gross Margin Improvement Initiatives Total as Reported
Net sales $ 190,864 $ - $ 190,864 $ 213,451 $ - $ 213,451
Gross profit 60,489 (912 ) 59,577 83,764 (3,633 ) 80,131
% of sales 32 % n/a 31 % 39 % n/a 38 %
Operating expenses   85,151     -     85,151     92,607     (26 )   92,581  
Income (loss) from operations (24,662 ) (912 ) (25,574 ) (8,843 ) (3,607 ) (12,450 )
Other income (loss), net   837     -     837     (1,669 )   -     (1,669 )
Income (loss) before income taxes (23,825 ) (912 ) (24,737 ) (10,512 ) (3,607 ) (14,119 )
Income tax provision (benefit)   (10,956 )   (352 )   (11,308 )   (5,288 )   (1,388 )   (6,676 )
Net income (loss) (12,869 ) (560 ) (13,429 ) (5,224 ) (2,219 ) (7,443 )
Dividends on convertible preferred stock   2,625     -     2,625     -     -     -  
Net income (loss) allocable to common shareholders $ (15,494 ) $ (560 ) $ (16,054 ) $ (5,224 ) $ (2,219 ) $ (7,443 )
 
Diluted earnings (loss) per share: $ (0.24 ) $ (0.01 ) $ (0.25 ) $ (0.08 ) $ (0.04 ) $ (0.12 )

 

Weighted-average shares outstanding:

63,240 63,240 63,240 62,494 62,494 62,494
 
 
 
 
Nine Months Ended September 30, Nine Months Ended September 30,
2009   2008  
 
Pro Forma Callaway Golf Gross Margin Improvement Initiatives Total as Reported Pro Forma Callaway Golf Gross Margin Improvement Initiatives Total as Reported
Net sales $ 764,947 $ - $ 764,947 $ 945,932 $ - $ 945,932
Gross profit 289,888 (4,282 ) 285,606 436,166 (9,421 ) 426,745
% of sales 38 % n/a 37 % 46 % n/a 45 %
Operating expenses   287,480     -     287,480     313,850     94     313,944  
Income (loss) from operations 2,408 (4,282 ) (1,874 ) 122,316 (9,515 ) 112,801
Other expense, net   (1,032 )   -     (1,032 )   (3,574 )   -     (3,574 )
Income (loss) before income taxes 1,376 (4,282 ) (2,906 ) 118,742 (9,515 ) 109,227
Income tax provision (benefit)   (1,552 )   (1,649 )   (3,201 )   43,560     (3,663 )   39,897  
Net income (loss) 2,928 (2,633 ) 295 75,182 (5,852 ) 69,330
Dividends on convertible preferred stock   3,063     -     3,063     -     -     -  
Net income (loss) allocable to common shareholders $ (135 ) $ (2,633 ) $ (2,768 ) $ 75,182   $ (5,852 ) $ 69,330  
 
Diluted earnings (loss) per share: $ (0.00 ) $ (0.04 ) $ (0.04 ) $ 1.17 $ (0.09 ) $ 1.08

 

Weighted-average shares outstanding:

63,120 63,120 63,120 64,029 64,029 64,029
 

                       
Adjusted EBITDA:
2009 Trailing Twelve Months Adjusted EBITDA 2008 Trailing Twelve Months Adjusted EBITDA
Quarter Ended Quarter Ended
December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30,
  2008     2009     2009   2009   Total   2007     2008   2008   2008   Total
Net income (loss) $ (3,154 ) $ 6,812 $ 6,912 $ (13,429 ) $ (2,859 ) $ (16,157 ) $ 39,666 $ 37,107 $ (7,443 ) $ 53,173
Interest expense (income), net 272 (123 ) 551 (46 ) 654 (216 ) 591 994 497 1,866
Income tax provision (benefit) (4,766 ) 4,248 3,859 (11,308 ) (7,967 ) (12,415 ) 25,990 20,583 (6,676 ) 27,482
Depreciation and amortization expense 9,216 9,944 10,172 10,128 39,460 7,862 8,794 10,490 9,463 36,609
Change in energy derivative valuation acct.   (19,922 )   -     -   -     (19,922 )   -     -   -   -     -
Adjusted EBITDA $ (18,354 ) $ 20,881  

 

$ 21,494 $ (14,655 ) $ 9,366   $ (20,926 ) $ 75,041 $ 69,174 $ (4,159 ) $ 119,130

CONTACT:
Callaway Golf Company
Brad Holiday
Eric Struik
Tim Buckman
(760) 931-1771