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


July 30, 2008
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 July 30, 2008, Callaway Golf Company issued a press release captioned “Callaway Golf Company Announces Record First Half 2008 Sales and Earnings.” 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 July 30, 2008, captioned “Callaway Golf Company Announces Record First Half 2008 Sales and Earnings.”

*  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:

July 30, 2008

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 July 30, 2008, captioned “Callaway Golf Company Announces Record First Half 2008 Sales and Earnings.”

Exhibit 99.1

Callaway Golf Company Announces Record First Half 2008 Sales and Earnings

Earnings per share rise 9% for the quarter and 18% for the first 6 months

CARLSBAD, Calif.--(BUSINESS WIRE)--Callaway Golf Company (NYSE:ELY) today announced its financial results for the second quarter and first half ended June 30, 2008, including record sales and earnings for the first half of 2008.

Highlights for the second quarter include:

Highlights for the first six months include:


“We’ve reached the halfway point of 2008 and despite the challenging economic conditions in the United States we have delivered record sales and earnings over a strong 2007,” commented George Fellows, President and CEO. “These results speak to the strength of our brands and our international business, which has delivered ahead of expectations and more than offset the softness we have experienced in our U.S. business.”

“We continue to make excellent progress on our gross margin improvement initiatives and are on track to achieve our original two year commitment of $50 to $60 million in savings,” continued Mr. Fellows. “While product mix and to a lesser extent commodity costs will work against us this year, we currently estimate our full year gross margins will still improve at least 100 basis points compared to 2007. In addition, we are on track to achieve our inventory reduction initiatives announced earlier this year.”

Business Outlook

The Company reiterates its full year guidance of $1.145 to $1.165 billion in net sales and pro forma fully diluted earnings per share of $1.08 to $1.18 per share. The Company estimates that its full year net sales will be toward the higher end of the guidance range as it anticipates that it will continue to benefit from foreign currency exchange rates and intends to release some new products on a limited basis during the fourth quarter. Pro forma full year diluted earnings per share are estimated to increase by more than 20% compared to 2007 and to be at the lower end of the guidance range, due to the adverse effect of product mix and commodity costs on 2008 gross margins, as well as additional marketing investment for the new product introductions. The pro forma earnings guidance for 2008 excludes charges of approximately $0.11 per share for the Company’s gross margin initiatives. The Company had previously estimated that the charges for the gross margin initiatives would be approximately $0.08 per share for 2008 but the Company has accelerated the commencement of some of the gross margin initiatives that previously had been planned to start in 2009. As a result of the second quarter share repurchases, the pro forma earnings per share estimates are now based upon an estimated 64.5 million shares.

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. PDT on Wednesday, August 6, 2008. The replay may be accessed through the Internet at www.callawaygolf.com or by telephone by calling 1-800-475-6701 toll free for calls originating within the United States or 320-365-3844 for International calls. The replay pass code is 954802.


Disclaimer: Statements used in this press release that relate to future plans, events, financial results, performance or prospects, including statements relating to estimated sales and earnings for 2008, estimated gross margin improvement for 2008, the estimated charges for the Company’s gross margin initiatives, the timing or amount of new product introductions, and anticipated benefits from foreign currency rates, 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 rates and consumer acceptance and demand for the Company’s products 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 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 Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, 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.

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 includes certain financial measures not prepared in accordance with GAAP. The non-GAAP financial measures included in this press release exclude charges associated with the Company’s gross margin initiatives. 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 concerning the Company’s operations without these charges. The Company has provided reconciling information in the text of this press release and in the accompanying schedules.

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®, and Ben Hogan® 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)
       
 
June 30, December 31,
2008 2007
 
 
ASSETS
Current assets:

 

Cash and cash equivalents $ 54,974 $ 49,875
Accounts receivable, net 286,990 112,064
Inventories, net 235,790 253,001
Deferred taxes 41,642 42,219
Income taxes receivable - 9,232
Other current assets   33,308   30,190
Total current assets 652,704 496,581
 
Property, plant and equipment, net 134,604 128,036
Intangible assets, net 171,944 173,045
Deferred taxes 25,490 18,885
Other assets   42,950   40,416
$ 1,027,692 $ 856,963
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 138,224 $ 130,410
Accrued employee compensation and benefits 34,882 44,245
Accrued warranty expense 13,342 12,386
Income taxes payable 16,879 -
Credit facilities   135,000   36,507
Total current liabilities 338,327 223,548
 
Long-term liabilities 64,366 63,207
 
Minority interest 2,546 1,978
 
Shareholders' equity   622,453   568,230
$ 1,027,692 $ 856,963

Callaway Golf Company
Statements of Operations
(In thousands, except per share data)
(Unaudited)
           
 
Quarter Ended
June 30,
  2008     2007  
 
Net sales $ 366,029 100 % $ 380,017 100 %
Cost of sales   194,949   53 %   204,892   54 %
Gross profit 171,080 47 % 175,125 46 %
Operating expenses:
Selling 80,461 22 % 80,910 21 %
General and administrative 22,791 6 % 24,187 6 %
Research and development   7,538   2 %   7,907   2 %
Total operating expenses 110,790 30 % 113,004 30 %
Income from operations 60,290 16 % 62,121 16 %
Other expense, net   (2,600 )   (1,891 )
Income before income taxes 57,690 16 % 60,230 16 %
Income tax provision   20,583     23,591  
Net income $ 37,107   10 % $ 36,639   10 %
 
Earnings per common share:
Basic $ 0.59 $ 0.54
Diluted $ 0.58 $ 0.53
Weighted-average shares outstanding:
Basic 63,180 67,970
Diluted 63,941 69,274
           
Six Months Ended
June 30,
  2008     2007  
 
Net sales $ 732,481 100 % $ 714,624 100 %
Cost of sales   385,867   53 %   378,778   53 %
Gross profit 346,614 47 % 335,846 47 %
Operating expenses:
Selling 160,622 22 % 156,201 22 %
General and administrative 45,279 6 % 45,745 6 %
Research and development   15,462   2 %   15,923   2 %
Total operating expenses 221,363 30 % 217,869 30 %
Income from operations 125,251 17 % 117,977 17 %
Other expense, net   (1,905 )   (3,229 )
Income before income taxes 123,346 17 % 114,748 16 %
Income tax provision   46,573     45,273  
Net income $ 76,773   10 % $ 69,475   10 %
 
Earnings per common share:
Basic $ 1.21 $ 1.03
Diluted $ 1.19 $ 1.01
Weighted-average shares outstanding:
Basic 63,538 67,623
Diluted 64,392 68,798

Callaway Golf Company
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
       
 
Six Months
June 30,
  2008     2007  
Cash flows from operating activities:
Net income $ 76,773 $ 69,475
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization 19,284 17,600
Deferred taxes 4,130 5,348
Non-cash compensation 2,960 6,527
(Gain) loss on disposal of assets (438 ) 61
Changes in assets and liabilities   (150,755 )   (66,208 )
Net cash (used in) provided by operating activities   (48,046 )   32,803  
 
Cash flows from investing activities:
Capital expenditures (24,213 ) (18,439 )
Proceeds from sale of capital assets   15     9  
Net cash used in investing activities   (24,198 )   (18,430 )
 
Cash flows from financing activities:
Issuance of Common Stock 2,767 42,108
Dividends paid, net (4,526 ) (4,757 )
Acquisition of Treasury Stock (20,076 ) (28,735 )
Net proceeds from (payments on) line of credit 98,441 (24,606 )
Other financing activities   (34 )   2,963  
Net cash provided by (used in) financing activities   76,572     (13,027 )
 
Effect of exchange rate changes on cash and cash equivalents   771     689  
Net increase in cash and cash equivalents 5,099 2,035
Cash and cash equivalents at beginning of period   49,875     46,362  
Cash and cash equivalents at end of period $ 54,974   $ 48,397  

  Callaway Golf Company
Consolidated Net Sales and Operating Segment Information
(In thousands)
(Unaudited)
                             
 
Net Sales by Product Category
Quarter Ended Six Months Ended
June 30, Growth/(Decline) June 30, Growth/(Decline)
  2008  

2007(1)

 

Dollars Percent   2008  

2007(1)

 

Dollars Percent
Net sales: Net sales:
Woods $ 85,992 $ 113,196 $ (27,204 ) -24 % Woods $ 202,544 $ 216,261 $ (13,717 ) -6 %
Irons 100,047 97,036 3,011 3 % Irons 196,543 197,136 (593 ) 0 %
Putters 32,934 37,660 (4,726 ) -13 % Putters 67,488 66,743 745 1 %
Golf balls 74,235 72,415 1,820 3 % Golf balls 132,668 125,963 6,705 5 %
Accessories and other   72,821   59,710     13,111   22 % Accessories and other   133,238   108,521     24,717   23 %
$ 366,029 $ 380,017   $ (13,988 ) -4 % $ 732,481 $ 714,624   $ 17,857   2 %
 
(1) Prior periods have been restated to reflect current period classification.
          Net Sales by Region
Quarter Ended             Six Months Ended      
June 30, Growth/(Decline) June 30, Growth/(Decline)
  2008       2007 Dollars Percent   2008       2007 Dollars Percent
Net sales: Net sales:
United States $ 176,077 $ 204,391 $ (28,314 ) -14 % United States $ 360,456 $ 388,195 $ (27,739 ) -7 %
Europe 71,824 70,284 1,540 2 % Europe 137,914 126,307 11,607 9 %
Japan 46,559 33,847 12,712 38 % Japan 99,899 71,787 28,112 39 %
Rest of Asia 22,072 25,645 (3,573 ) -14 % Rest of Asia 48,533 48,466 67 0 %
Other foreign countries   49,497   45,850   3,647   8 % Other foreign countries   85,679   79,869   5,810   7 %
$ 366,029 $ 380,017 $ (13,988 ) -4 % $ 732,481 $ 714,624 $ 17,857   2 %
          Operating Segment Information
Quarter Ended           Six Months Ended      
June 30, Growth/(Decline) June 30, Growth/(Decline)
  2008      

2007(1)

 

Dollars Percent   2008      

2007(1)

 

Dollars Percent
Net sales: Net sales:
Golf clubs $ 291,794 $ 307,602 $ (15,808 ) -5 % Golf clubs $ 599,813 $ 588,661 $ 11,152 2 %
Golf balls   74,235     72,415     1,820   3 % Golf balls   132,668     125,963     6,705 5 %
$ 366,029   $ 380,017   $ (13,988 ) -4 % $ 732,481   $ 714,624   $ 17,857 2 %
 
Income before provision for income taxes:
Golf clubs $ 67,167 $ 73,702 $ (6,535 ) -9 % Golf clubs $ 143,366 $ 139,045 $ 4,321 3 %
Golf balls 8,257 5,751 2,506 44 % Golf balls 12,702 11,479 1,223 11 %
Reconciling items (2)   (17,734 )   (19,223 )   1,489   8 % Reconciling items (2)   (32,722 )   (35,776 )   3,054 9 %
$ 57,690   $ 60,230   $ (2,540 ) -4 % $ 123,346   $ 114,748   $ 8,598 7 %
 

(1) Prior periods have been reclassified to reflect current period classification.

(2) 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 June 30, Quarter Ended June 30,
2008   2007  
 
Pro Forma Callaway Golf Gross Margin Improvement Initiatives Total as Reported Pro Forma Callaway Golf Gross Margin Improvement Initiatives Total as Reported
Net sales $ 366,029 $ - $ 366,029 $ 380,017 $ - $ 380,017
Gross profit 175,773 (4,693 ) 171,080 177,076 (1,951 ) 175,125
% of sales 48 % n/a 47 % 47 % n/a 46 %
Operating expenses   110,670     120     110,790     113,004     -     113,004  
Income (loss) from operations 65,103 (4,813 ) 60,290 64,072 (1,951 ) 62,121
Other expense, net   (2,600 )   -     (2,600 )   (1,891 )   -     (1,891 )
Income (loss) before income taxes 62,503 (4,813 ) 57,690 62,181 (1,951 ) 60,230
Income tax provision (benefit)   22,436     (1,853 )   20,583     24,350     (759 )   23,591  
Net income (loss) $ 40,067   $ (2,960 ) $ 37,107   $ 37,831   $ (1,192 ) $ 36,639  
 
Diluted earnings (loss) per share: $ 0.63 $ (0.05 ) $ 0.58 $ 0.55 $ (0.02 ) $ 0.53
Weighted-average shares outstanding:
63,941 63,941 63,941 69,274 69,274 69,274
  Six Months Ended June 30,   Six Months Ended June 30,
2008   2007  
       
Pro Forma Callaway Golf Gross Margin Improvement Initiatives Total as Reported Pro Forma Callaway Golf Gross Margin Improvement Initiatives Total as Reported
Net sales $ 732,481 $ - $ 732,481 $ 714,624 $ - $ 714,624
Gross profit 352,402 (5,788 ) 346,614 339,202 (3,356 ) 335,846
% of sales 48 % n/a 47 % 47 % n/a 47 %
Operating expenses   221,243     120     221,363     217,869     -     217,869  
Income (loss) from operations 131,159 (5,908 ) 125,251 121,333 (3,356 ) 117,977
Other expense, net   (1,905 )   -     (1,905 )   (3,229 )   -     (3,229 )
Income (loss) before income taxes 129,254 (5,908 ) 123,346 118,104 (3,356 ) 114,748
Income tax provision (benefit)   48,848     (2,275 )   46,573     46,586     (1,313 )   45,273  
Net income (loss) $ 80,406   $ (3,633 ) $ 76,773   $ 71,518   $ (2,043 ) $ 69,475  
 
Diluted earnings (loss) per share: $ 1.25 $ (0.06 ) $ 1.19 $ 1.04 $ (0.03 ) $ 1.01
Weighted-average shares outstanding:
64,392 64,392 64,392 68,798 68,798 68,798
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA):
                         
2008 Trailing Twelve Months EBITDA 2007 Trailing Twelve Months EBITDA
Quarter Ended Quarter Ended
September 30, December 31, March 31, June 30, September 30, December 31, March 31, June 30,
2007   2007   2008 2008 Total   2006     2006   2007 2007 Total
Net income (loss) $ 1,269 $ (16,157 ) $ 39,666 $ 37,107 $ 61,885 $ (11,916 ) $ (10,194 ) $ 32,836 $ 36,639 $ 47,365
Interest expense (income), net 29 (216 ) 591 994 1,398 1,132 905 1,677 1,672 5,386
Income tax provision (benefit) 830 (12,415 ) 25,990 20,583 34,988 (6,075 ) (10,948 ) 21,682 23,591 28,250
Depreciation and amortization expense   9,864   7,862     8,794   10,490   37,010   8,736     8,313     9,009   8,591   34,649
EBITDA $ 11,992 $ (20,926 )

 

$ 75,041 $ 69,174 $ 135,281 $ (8,123 ) $ (11,924 ) $ 65,204 $ 70,493 $ 115,650

CONTACT:
Callaway Golf Company
Brad Holiday
Eric Struik
Michele Szynal
(760) 931-1771