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


January 27, 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 January 27, 2009, Callaway Golf Company issued a press release captioned “Callaway Golf Company Announces Increase in 2008 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 January 27, 2009, captioned “Callaway Golf Company Announces Increase in
2008 Earnings.”

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:

January 27, 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 January 27, 2009, captioned “Callaway Golf Company
Announces Increase in 2008 Earnings.”

Exhibit 99.1

Callaway Golf Company Announces Increase in 2008 Earnings

CARLSBAD, Calif.--(BUSINESS WIRE)--January 27, 2009--Callaway Golf Company (NYSE:ELY) today announced its financial results for full year 2008. Highlights for the year include:

“We are very pleased that we were able to deliver a 6% increase in pro forma earnings per share in a very difficult economic environment,” commented George Fellows, President and CEO. “The many initiatives we implemented over the last three years allowed us to react quickly to the rapid decline in economic conditions and grow our earnings per share despite the challenges presented.”

Business Outlook

“Looking forward,” continued Mr. Fellows, “we expect more challenges as a result of continued unfavorable global economic conditions. In addition, given the recent overall strengthening of the US dollar, we anticipate that foreign currency exchange rates will have a significant adverse impact upon the translation of our international results in 2009 and therefore on our consolidated results. Because it is too difficult to predict what consumer spending or foreign currency rates will be in this environment, we are not providing specific financial guidance for 2009 at this time.”

“Despite these macroeconomic challenges, our fundamental business operations remain strong and are executing well,” added Mr. Fellows. “Callaway Golf is in an enviable position compared to many other companies given the strength of our brands, our improved supply chain, and our strong balance sheet. In addition, our strong 2009 product line-up will give us an advantage when the retail market begins to improve. We will continue to carefully manage our costs and inventories, but also intend to continue to invest in initiatives that will drive longer term growth so that we are fully prepared to take advantage of opportunities when the global economy begins to recover.”


The Company will be holding a conference call at 2:00 p.m. PST 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 three hours after the call ends, and will remain available through 9:00 p.m. PST on Tuesday, February 3, 2009. The replay may be accessed through the Internet at www.callawaygolf.com or by telephone by calling 800-642-1687 toll free for calls originating within the United States or 706-645-9291 for International calls. The replay passcode is 75079534.

Disclaimer: Statements made in this press release that relate to future plans, events, financial results, performance or prospects, including statements relating to the strength of the 2009 product line-up, the Company’s ability to manage in 2009 the Company’s costs and inventories, the effect of foreign currency upon the Company’s future results, and the ability of the Company’s investments in initiatives to drive future growth, 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, including current and estimated future foreign currency exchange rates. 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-K, 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 the benefit from the reversal of an energy derivative valuation account and 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 supplemental information attached to this 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®, and Ben Hogan® brands in more than 110 countries worldwide. For more information please visit www.callawaygolf.com or www.shop.callawaygolf.com.


Callaway Golf Company
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
   
 
December 31, December 31,
2008 2007
 
 
ASSETS
Current assets:
Cash and cash equivalents $ 38,337 $ 49,875
Accounts receivable, net 120,067 112,064
Inventories 257,191 253,001
Deferred taxes 27,046 42,219
Income taxes receivable 15,549 9,232
Other current assets   31,813   30,190
Total current assets 490,003 496,581
 
Property, plant and equipment, net 142,145 128,036
Intangible assets, net 176,689 173,045
Deferred taxes 30,641 18,885
Other assets   40,202   40,416
$ 879,680 $ 856,963
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 126,167 $ 130,410
Accrued employee compensation and benefits 25,630 44,245
Accrued warranty expense 11,614 12,386
Credit facilities   90,000   36,507
Total current liabilities 253,411 223,548
 
Long-term liabilities 45,901 63,207
 
Minority interest 2,213 1,978
 
Shareholders' equity   578,155   568,230
$ 879,680 $ 856,963

Callaway Golf Company
Statements of Operations
(In thousands, except per share data)
(Unaudited)
       
 
Quarter Ended
December 31,
  2008     2007  
 
Net sales $ 171,272 100% $ 174,418 100%
Cost of sales   111,184   65%   111,047   64%
Gross profit 60,088 35% 63,371 36%
Operating expenses:
Selling 61,450 36% 59,951 34%
General and administrative 19,993 12% 23,921 14%
Research and development   7,258   4%   8,169   5%
Total operating expenses 88,701 52% 92,041 53%
Loss from operations (28,613 ) -17% (28,670 ) -16%
Other income, net 771 98
Change in energy derivative valuation account   19,922     -  
Loss before income taxes (7,920 ) -5% (28,572 ) -16%
Income tax benefit   (4,766 )   (12,415 )
Net loss $ (3,154 ) -2% $ (16,157 ) -9%
 
Loss per common share:
Basic ($0.05 ) ($0.25 )
Diluted ($0.05 ) ($0.25 )
Weighted-average shares outstanding:
Basic 62,662 63,765
Diluted 62,662 63,765
 
 
 
Year Ended
December 31,
  2008     2007  
 
Net sales $ 1,117,204 100% $ 1,124,591 100%
Cost of sales   630,371   56%   631,368   56%
Gross profit 486,833 44% 493,223 44%
Operating expenses:
Selling 287,802 26% 281,960 25%
General and administrative 85,473 8% 89,060 8%
Research and development   29,370   3%   32,020   3%
Total operating expenses 402,645 36% 403,040 36%
Income from operations 84,188 8% 90,183 8%
Other expense, net (2,803 ) (1,908 )
Change in energy derivative valuation account   19,922     -  
Income before income taxes 101,307 9% 88,275 8%
Income tax provision   35,131     33,688  
Net income $ 66,176   6% $ 54,587   5%
 
Earnings per common share:
Basic $ 1.05 $ 0.82
Diluted $ 1.04 $ 0.81
Weighted-average shares outstanding:
Basic 63,055 66,371
Diluted 63,798 67,484

Callaway Golf Company
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
   
 
Year Ended
December 31,
  2008     2007  
Cash flows from operating activities:
Net income $ 66,176 $ 54,587
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 37,963 35,326
Non-cash compensation 6,375 10,851
Deferred taxes 14,659 9,047
Gain on disposal of assets 510 (4,731 )
Non-cash change in energy derivative valuation account (19,922 ) -
Changes in assets and liabilities   (64,137 )   46,902  
Net cash provided by operating activities   41,624     151,982  
 
Cash flows from investing activities:
Capital expenditures (51,005 ) (32,930 )

Acquisitions, net of cash acquired

(9,797 ) -
Proceeds from sale of capital assets 45 11,460
Investment in golf related ventures   -     (3,698 )
Net cash used in investing activities   (60,757 )   (25,168 )
 
Cash flows from financing activities:
Issuance of Common Stock 4,708 48,035
Acquisition of Treasury Stock (23,650 ) (114,795 )
Dividends paid, net (17,794 ) (18,755 )
Proceeds from (payments on) line of credit 53,493 (43,493 )
Tax benefit from exercise of stock options (610 ) 6,031
Other financing activities   235     (9 )
Net cash provided by (used in) financing activities   16,382     (122,986 )
 
Effect of exchange rate changes on cash and cash equivalents   (8,787 )   (315 )
Net (decrease) increase in cash and cash equivalents (11,538 ) 3,513
Cash and cash equivalents at beginning of period   49,875     46,362  
Cash and cash equivalents at end of period $ 38,337   $ 49,875  
 
Supplemental disclosures
Cash Paid for interest and fees $ (1,346 ) $ (5,633 )
Cash paid for income taxes $ (27,483 ) $ (38,292 )

Callaway Golf Company
Consolidated Net Sales and Operating Segment Information
(In thousands)
(Unaudited)
                 
 
Net Sales by Product Category
Quarter Ended Year Ended
December 31, Growth/(Decline) December 31, Growth/(Decline)
  2008     2007   Dollars Percent   2008     2007   Dollars Percent
Net sales: Net sales:
Woods $ 31,243 $ 32,291 $ (1,048 ) -3% Woods $ 268,286 $ 305,880 $ (37,594 ) -12%
Irons 48,245 45,811 2,434 5% Irons 308,556 309,594 (1,038 ) 0%
Putters 12,883 20,542 (7,659 ) -37% Putters 101,676 109,068 (7,392 ) -7%
Golf balls 41,994 37,724 4,270 11% Golf balls 223,075 213,064 10,011 5%
Accessories and other   36,907     38,050     (1,143 ) -3% Accessories and other   215,611     186,985     28,626   15%
$ 171,272   $ 174,418   $ (3,146 ) -2% $ 1,117,204   $ 1,124,591   $ (7,387 ) -1%
 
 
 
 
Net Sales by Region
Quarter Ended Year Ended
December 31, Growth/(Decline) December 31, Growth/(Decline)
  2008     2007   Dollars Percent   2008     2007   Dollars Percent
Net sales: Net sales:
United States $ 88,976 $ 85,053 $ 3,923 5% United States $ 554,029 $ 597,569 $ (43,540 ) -7%
Europe 19,804 26,046 (6,242 ) -24% Europe 191,089 193,336 (2,247 ) -1%
Japan 33,753 23,207 10,546 45% Japan 166,476 120,148 46,328 39%
Rest of Asia 12,983 17,127 (4,144 ) -24% Rest of Asia 80,011 86,133 (6,122 ) -7%
Other foreign countries   15,756     22,985     (7,229 ) -31% Other foreign countries   125,599     127,405     (1,806 ) -1%
$ 171,272   $ 174,418   $ (3,146 ) -2% $ 1,117,204   $ 1,124,591   $ (7,387 ) -1%
 
 
 
 
Operating Segment Information
Quarter Ended Year Ended
December 31,

Growth/(Decline)

December 31, Growth/(Decline)
  2008     2007   Dollars Percent   2008     2007   Dollars Percent
Net sales: Net sales:
Golf clubs $ 129,278 $ 136,694 $ (7,416 ) -5% Golf clubs $ 894,129 $ 911,527 $ (17,398 ) -2%
Golf balls   41,994     37,724     4,270   11% Golf balls   223,075     213,064     10,011   5%
$ 171,272   $ 174,418   $ (3,146 ) -2% $ 1,117,204   $ 1,124,591   $ (7,387 ) -1%
 
Income (loss) before provision for income taxes:
Golf clubs $ (12,174 ) $ (4,096 ) $ (8,078 ) 197% Golf clubs $ 134,018 $ 151,759 $ (17,741 ) -12%
Golf balls (3,145 ) (7,699 ) 4,554 59% Golf balls 6,903 902 6,001 665%
Reconciling items (1)   7,399     (16,777 )   24,176   144% Reconciling items (1)   (39,614 )   (64,386 )   24,772   38%
$ (7,920 ) $ (28,572 ) $ 20,652   -72% $ 101,307   $ 88,275   $ 13,032   15%
 
(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 December 31, Quarter Ended December 31,
2008 2007
 
Pro Forma Callaway Golf Gross Margin Improvement Initiatives Energy Derivative Valuation Account Total as Reported Pro Forma Callaway Golf Gross Margin Improvement Initiatives Total as Reported
Net sales $ 171,272 $ - $ - $ 171,272 $ 174,418 $ - $ 174,418
Gross profit 63,201 (3,113 ) - 60,088 64,797 (1,426 ) 63,371
% of sales 37 % n/a - 35 % 37 % n/a 36 %
Operating expenses   88,619     82     -     88,701     92,041     -     92,041  
Loss from operations (25,418 ) (3,195 ) - (28,613 ) (27,244 ) (1,426 ) (28,670 )
Other income, net   771     -     19,922     20,693     98     -     98  
Income (loss) before income taxes (24,647 ) (3,195 ) 19,922 (7,920 ) (27,146 ) (1,426 ) (28,572 )
Income tax provision (benefit)   (9,400 )   (1,230 )   5,864     (4,766 )   (11,900 )   (515 )   (12,415 )
Net income (loss) $ (15,247 ) $ (1,965 ) $ 14,058   $ (3,154 ) $ (15,246 ) $ (911 ) $ (16,157 )
 
Diluted earnings (loss) per share: $ (0.24 ) $ (0.03 ) $ 0.22 $ (0.05 ) $ (0.24 ) $ (0.01 ) $ (0.25 )

Weighted-average shares outstanding:

62,662 62,662 62,662 62,662 63,765 63,765 63,765
 
 
 
 
 
Year Ended December 31, Year Ended December 31,
2008 2007
 
Pro Forma Callaway Golf Gross Margin Improvement Initiatives Energy Derivative Valuation Account Total as Reported Pro Forma Callaway Golf Gross Margin Improvement Initiatives Total as Reported
Net sales $ 1,117,204 $ - $ - $ 1,117,204 $ 1,124,591 $ - $ 1,124,591
Gross profit 499,367 (12,534 ) - 486,833 502,124 (8,901 ) 493,223
% of sales 45 % n/a - 44 % 45 % n/a 44 %
Operating expenses   402,469     176     -     402,645     403,040     -     403,040  
Income (loss) from operations 96,898 (12,710 ) - 84,188 99,084 (8,901 ) 90,183
Other expense, net   (2,803 )   -     19,922     17,119     (1,908 )   -     (1,908 )
Income (loss) before income taxes 94,095 (12,710 ) 19,922 101,307 97,176 (8,901 ) 88,275
Income tax provision (benefit)   34,160     (4,893 )   5,864     35,131     37,115     (3,427 )   33,688  
Net income (loss) $ 59,935   $ (7,817 ) $ 14,058   $ 66,176   $ 60,061   $ (5,474 ) $ 54,587  
 
Diluted earnings (loss) per share: $ 0.94 $ (0.12 ) $ 0.22 $ 1.04 $ 0.89 $ (0.08 ) $ 0.81

Weighted-average shares outstanding:

63,798 63,798 63,798 63,798 67,484 67,484 67,484
 
 
 
Adjusted EBITDA:
 
2008 Trailing Twelve Months Adjusted EBITDA 2007 Trailing Twelve Months Adjusted EBITDA
Quarter Ended Quarter Ended
March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31,
  2008     2008     2008     2008   Total   2007     2007   2007   2007   Total
Net income (loss) $ 39,666 $ 37,107 $ (7,443 ) $ (3,154 ) $ 66,176 $ 32,836 $ 36,639 $ 1,269 $ (16,157 ) $ 54,587
Interest expense (income), net 591 994 497 272 2,354 1,677 1,672 29 (216 ) 3,162
Income tax provision (benefit) 25,990 20,583 (6,676 ) (4,766 ) 35,131 21,682 23,591 830 (12,415 ) 33,688
Depreciation and amortization expense 8,794 10,490 9,463 9,216 37,963 9,009 8,591 9,864 7,862 35,326
Change in energy derivative valuation acct.   -     -     -     (19,922 )   (19,922 )   -     -     -   -     -
Adjusted EBITDA $ 75,041   $ 69,174   $ (4,159 ) $ (18,354 ) $ 121,702   $ 65,204   $ 70,493   $ 11,992 $ (20,926 ) $ 126,763

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