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
April 6, 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 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 April 6, 2005, Callaway Golf Company issued a press release captioned
"Callaway Golf Announces Preliminary First 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 April 6, 2005, captioned
"Callaway Golf Announces Preliminary First 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: April 6, 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 April 6, 2005, captioned "Callaway
Golf Announces Preliminary First Quarter Net Sales and
Earnings."
EXHIBIT 99.1
Callaway Golf Company Announces Preliminary First Quarter Net Sales
and Earnings
CARLSBAD, Calif.--(BUSINESS WIRE)--April 6, 2005--Callaway Golf
Company (NYSE:ELY) today announced that, based on current information,
the Company estimates net sales for the first quarter ended March 31,
2005 of approximately $300 million with corresponding earnings per
diluted share ranging from $0.26 to $0.28. 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 $0.29 to $0.31.
William C. Baker, Chairman and Chief Executive Officer of Callaway
Golf, commented, "As we emphasized earlier this year, net sales
generated in the first quarter of fiscal 2005 were expected to be less
than 2004 for two primary reasons. First, Callaway Golf is purposely
staggering its new product launches more evenly this year. Second, the
Company has carefully managed the amount of inventory shipped into the
marketplace during the first quarter. These actions were taken to
assure that every product launch was fully supported and to avoid the
build-up of inventory at retail that was experienced last year. Both
initiatives should promote sell-through of new and existing product."
Mr. Baker continued, "We are pleased with the initial reception of
our new products at retail and the early sell-through to consumers
thus far. Retail inventories are in-line with our expectations and we
are seeing gains in market share across our product portfolio. These
gains could be enhanced by additional products scheduled to start
shipping over the next two quarters, including our new X-Tour irons
currently being used so successfully by Phil Mickelson. We are
appropriately positioned in the marketplace with new products and
inventory and believe that our commitment to innovative products and
timely introductions will build sustainable, long-term value for our
shareholders."
Management will release actual first quarter financial results the
week of April 18, 2005. A subsequent conference call and webcast will
take place at that time, details of which will be released in
mid-April.
The Company also announced that it filed a Form 8-K today
reporting the amendment of its credit facility to modify the minimum
consolidated interest coverage ratio for the first quarter. For
additional information, see the Company's Form 8-K which is on file
with the Securities and Exchange Commission.
Disclaimer: Investors should be aware that the Company has not yet
finalized its results for the first quarter and that the Company's
"preliminary" estimates of net sales and earnings for the first
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 sell-through of products,
future market shares gains, 2005 performance levels and the ability to
build sustainable, long-term value for shareholders, 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 (including the lasting
effects from severe adverse weather) 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 II, Item 7 of the Company's Annual
Report on Form 10-K for the year ended December 31, 2004, 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.
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, Larry Dorman
760-931-1771