UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 18, 2003
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 (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2180 Rutherford Road
Carlsbad, CA 92008-7328
(Address of Principal Executive Offices)
(760) 931-1771
(Registrant's Telephone Number, Including Area Code)
Item 9. Regulation FD Disclosure.*
On December 18, 2003, Callaway Golf Company issued a press release
captioned "Callaway Golf Provides Guidance for Full Year 2003 and 2004." A copy
of the press release is attached hereto as Exhibit 99.1 and incorporated herein
by this reference.
* The information furnished under Item 9 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 filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: December 18, 2003
CALLAWAY GOLF COMPANY
By: /s/ Bradley J. Holiday
-------------------------------
Name: Bradley J. Holiday
Title: Senior Executive Vice President
and Chief Financial Officer
Exhibit Index
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Exhibit Number Description of Exhibit
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99.1 Press release dated December 18, 2003, captioned "Callaway
Golf Provides Guidance for Full Year 2003 and 2004."
Exhibit 99.1
Callaway Golf Provides Guidance for Full Year 2003 and 2004
CARLSBAD, Calif.--(BUSINESS WIRE)--Dec. 18, 2003--Callaway Golf
Company (NYSE:ELY) today announced that it expects consolidated net
sales and fully diluted earnings per share for the year ending
December 31, 2003 to be approximately $810 million and between $0.65
and $0.67, including a positive effect on earnings of about $0.05 per
share attributable to a lower than usual effective tax rate in 2003.
This earnings estimate also includes a negative effect on earnings of
approximately $0.23 per share attributable to charges, primarily
non-cash, which are expected to be taken in the fourth quarter in
connection with the integration of the Callaway Golf and Top-Flite
operations. Excluding these integration charges, diluted earnings per
share for 2003 are estimated to be between $0.88 and $0.90 per share.
For the full year 2004, the Company's current guidance is that
consolidated net sales will be approximately $1.03 billion (plus/minus
3%), a 27% increase compared to 2003 estimates. Fully diluted earnings
per share for 2004 are estimated to be between $0.82 and $0.97,
including additional charges, primarily non-cash, associated with the
further integration of the Callaway Golf and Top-Flite operations.
These additional charges are projected to have a negative effect on
earnings of approximately $0.33 per share. Excluding these additional
integration charges, diluted earnings per share for 2004 are estimated
to be between $1.15 and $1.30 per share.
"As our guidance reflects, we are cautiously optimistic about
2004," said Ron Drapeau, Chairman and CEO. "We plan to capture some of
the benefits of the Top-Flite acquisition next year by eliminating the
losses in the Callaway Golf golf ball business. Meanwhile, our
consolidated revenues are expected to increase both as the result of
the acquisition and from organic growth."
A number of factors could affect the Company's ability to achieve
these 2004 estimates, including economic conditions in the Company's
major selling areas, participation levels in the game of golf, and
changes to the rules applicable to golf clubs and/or balls.
The Company will hold a conference call to discuss this guidance
at 2:00 pm PST today.
Disclaimer: Statements used in this press release that relate to
future plans, events, financial results or performance, including
statements relating to estimated future sales, earnings, profitability
and charges related to the integration of the Callaway Golf and
Top-Flite operations, are forward-looking statements as defined under
the Private Securities Litigation Reform Act of 1995. These statements
are based upon current information and expectations. Actual results
may differ materially from those anticipated as a result of certain
risks and uncertainties, including but not limited to delays,
difficulties or unanticipated costs in integrating the Top-Flite and
Callaway Golf assets, brands and businesses, the maintenance of good
vendor relationships, adverse market and economic conditions, market
acceptance of current and future products, adverse weather conditions
and seasonality, competitive pressures, fluctuations in foreign
currency exchange rates, delays, difficulties or increased costs in
the manufacturing of the Company's golf club or ball products, or in
the procurement of materials or resources needed to manufacture the
Company's golf club or ball products, any rule changes or other
actions taken by the USGA or other golf association that could have an
adverse impact upon demand for the Company's products, a decrease in
participation levels in golf and the effect of terrorist activity or
armed conflict 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, see
Part I, Item 2 of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003, 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.
Callaway Golf Company makes and sells Big Bertha(R) Metal Woods
and Irons, including ERC(R) Fusion(R) Drivers, Great Big Bertha(R) II
Titanium Drivers and Fairway Woods, Big Bertha Steelhead(R) III
Stainless Steel Drivers and Fairway Woods, Hawk Eye(R) VFT(R) Tungsten
Injected(TM) Titanium Irons, Big Bertha Stainless Steel Irons,
Steelhead X-16(R) and Steelhead X-16 Pro Series Stainless Steel Irons,
and Callaway Golf Forged Wedges. Callaway Golf Company also makes and
sells Odyssey(R) Putters, including White Hot(R), TriHot(R), DFX(TM)
and Dual Force(R) Putters. Callaway Golf Company makes and sells the
Callaway Golf(R) HX(R) Tour balls, HX Blue and HX Red balls, the CTU
30(R) Blue and CTU 30 Red balls, the HX 2-Piece Blue and HX 2-Piece
Red balls, the CB1(R) Blue and CB1 Red balls, and the Warbird(TM) golf
balls. Callaway Golf also owns and operates The Top-Flite Golf
Company, a wholly owned subsidiary that includes the Top-Flite(R),
Strata(R) and Ben Hogan(R) brands. For more information about Callaway
Golf Company, please visit our websites at www.callawaygolf.com,
www.topflite.com and www.odysseygolf.com.
CONTACT: Callaway Golf Company, Carlsbad
Ron Drapeau / Brad Holiday / Larry Dorman
760-931-1771