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 7, 2005
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 (IRS Employer
of incorporation) File Number) 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 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 7, 2005, Callaway Golf Company issued a press release captioned
"Callaway Golf Company Releases Preliminary Second Quarter Net 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 7, 2005, captioned
"Callaway Golf Company Releases Preliminary
Second Quarter Net 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 7, 2005 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
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99.1 Press release, dated July 7, 2005, captioned
"Callaway Golf Company Releases Preliminary Second
Quarter Net Sales and Earnings."
Exhibit 99.1
Callaway Golf Company Releases
Preliminary Second Quarter Net Sales and Earnings
CARLSBAD, Calif.--(BUSINESS WIRE)--July 7, 2005--Callaway Golf
Company (NYSE:ELY) today announced that, based on current information,
the Company estimates net sales for the second quarter ended June 30,
2005 of approximately $323 million, with corresponding earnings per
diluted share ranging from $0.25 to $0.27. Excluding integration
charges of approximately $0.03 per diluted share associated with the
consolidation of the Top-Flite and Callaway Golf operations, pro forma
earnings per diluted share are estimated to range from $0.28 to $0.30.
The Company reports that it is continuing to see steady
improvements in its business this year. Preliminary results suggest
that the second quarter will generate growth in sales compared with
both the second quarter of 2004 and the first quarter of 2005,
although earnings growth will be tempered by planned spending
increases related to brand investment and third quarter product
launches. The Company is experiencing stronger demand and sell-through
at retail for its current products versus last year, and does not
anticipate discounting issues in the second half of 2005 similar to
those faced in 2004. As a result, the Company expects significant year
over year improvements in third quarter earnings.
The Company will release actual second quarter financial results
on July 21, 2005. A conference call and webcast will also take place
at that time.
Disclaimer: Investors should be aware that the Company has not yet
finalized its results for the second quarter and that the Company's
"preliminary" estimates of net sales and earnings for the second
quarter 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 were 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 future discounting and improvements
in the Company's business and third quarter earnings, 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 Golf 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
March 31, 2005, 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 preliminary 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 preliminary 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 integration of the Callaway Golf Company and
Top-Flite Golf Company operations. 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 the Top-Flite integration charges. The Company has provided
reconciling information in the text of this press release.
Through an unwavering commitment to innovation, Callaway Golf
Company 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(R), Top-Flite(R), Odyssey(R) and Ben Hogan(R) brands. For more
information visit www.callawaygolf.com.
CONTACT: Callaway Golf Company
Brad Holiday or Larry Dorman, 760-931-1771