<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-10962
CALLAWAY GOLF COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 95-3797580
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
2285 Rutherford Road, Carlsbad, CA 92008-8815
(760) 931-1771
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_] .
The number of shares outstanding of the Registrant's Common Stock, $.01 par
value, as of July 31, 2000 was 75,471,989.
--------------------------------------------------------------------------------
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<PAGE>
CALLAWAY GOLF COMPANY
INDEX
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheet at June 30, 2000 and 3
December 31, 1999.............................................
Consolidated Condensed Statement of Operations for the three 4
and six months ended June 30, 2000 and 1999...................
Consolidated Condensed Statement of Cash Flows for the six 5
months ended June 30, 2000 and 1999...........................
Consolidated Condensed Statement of Shareholders' Equity for 6
the six months ended June 30, 2000............................
Notes to Consolidated Condensed Financial Statements........... 7
Item 2. Management's Discussion and Analysis of Financial Condition and 11
Results of Operations.........................................
Item 3. Quantitative and Qualitative Disclosures about Market Risk..... 22
Part II. Other Information
Item 1. Legal Proceedings.............................................. 23
Item 2. Changes in Securities and Use of Proceeds...................... 23
Item 3. Defaults Upon Senior Securities................................ 23
Item 4. Submission of Matters to a Vote of Security Holders............ 23
Item 5. Other Information.............................................. 24
Item 6. Exhibits and Reports on Form 8-K............................... 24
</TABLE>
2
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
CALLAWAY GOLF COMPANY
CONSOLIDATED CONDENSED BALANCE SHEET
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................... $ 87,180 $112,602
Accounts receivable, net (Note 4)................... 144,412 54,252
Inventories, net.................................... 99,140 97,938
Deferred taxes...................................... 30,948 32,558
Other current assets................................ 10,928 13,122
-------- --------
Total current assets.............................. 372,608 310,472
Property, plant and equipment, net.................... 140,292 142,214
Intangible assets, net................................ 116,145 120,143
Other assets.......................................... 44,087 43,954
-------- --------
$673,132 $616,783
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses............... $ 50,091 $ 46,664
Accrued employee compensation and benefits.......... 25,215 21,126
Accrued warranty expense............................ 40,204 36,105
Accrued restructuring costs......................... 324 1,379
Income taxes payable................................ 21,846
-------- --------
Total current liabilities......................... 137,680 105,274
Long-term liabilities:
Deferred compensation............................... 11,162 11,575
Commitments and contingencies (Note 6)
Shareholders' equity:
Preferred Stock, $.01 par value, 3,000,000 shares
authorized, none issued and outstanding at June 30,
2000 and December 31, 1999
Common Stock, $.01 par value, 240,000,000 shares
authorized, 78,052,930 and 76,302,196 issued at
June 30, 2000, and December 31, 1999,
respectively....................................... 781 763
Paid-in capital..................................... 323,664 307,329
Unearned compensation............................... (1,983) (2,784)
Retained earnings................................... 339,348 288,090
Accumulated other comprehensive income.............. (1,077) 280
Less: Grantor Stock Trust (5,300,000 shares) at
market............................................. (86,443) (93,744)
-------- --------
574,290 499,934
Less: Common Stock held in treasury, at cost,
2,580,941 shares at June 30, 2000 and none at
December 31, 1999.................................. (50,000)
-------- --------
Total shareholders' equity........................ 524,290 499,934
-------- --------
$673,132 $616,783
======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE>
CALLAWAY GOLF COMPANY
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June, 30
--------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales............... $289,034 100% $229,708 100% $495,642 100% $415,452 100%
Cost of goods sold...... 141,507 49% 121,044 53% 253,687 51% 223,268 54%
-------- --- -------- --- -------- --- -------- ---
Gross profit.......... 147,527 51% 108,664 47% 241,955 49% 192,184 46%
Operating expenses:
Selling............... 49,719 17% 34,942 15% 93,520 19% 66,242 16%
General and
administrative....... 17,614 6% 22,852 10% 35,120 7% 44,455 11%
Research and
development.......... 8,132 3% 8,279 4% 16,349 3% 16,733 4%
Restructuring......... 362 487
-------- --- -------- --- -------- --- -------- ---
Income from operations.. 72,062 25% 42,229 18% 96,966 20% 64,267 15%
Other income (expense),
net.................... 2,141 (1,393) 3,725 (2,165)
-------- --- -------- --- -------- --- -------- ---
Income before income
taxes.................. 74,203 26% 40,836 18% 100,691 20% 62,102 15%
Provision for income
taxes.................. 29,233 16,065 39,516 24,509
-------- --- -------- --- -------- --- -------- ---
Net income.............. $ 44,970 16% $ 24,771 11% $ 61,175 12% $ 37,593 9%
======== === ======== === ======== === ======== ===
Earnings per common
share:
Basic................. $ 0.64 $ 0.35 $ 0.86 $ 0.54
Diluted............... $ 0.62 $ 0.35 $ 0.84 $ 0.53
Common equivalent
shares:
Basic................. 70,693 70,302 70,946 70,142
Diluted............... 72,686 71,407 72,584 70,989
Dividends paid per
share.................. $ 0.07 $ 0.07 $ 0.14 $ 0.14
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
<PAGE>
CALLAWAY GOLF COMPANY
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six months ended
June 30,
------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income............................................... $ 61,175 $ 37,593
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 19,739 17,529
Loss on disposal of assets............................. 332 636
Non-cash compensation.................................. 1,381 997
Tax benefit from exercise of stock options............. 4,475 1,294
Deferred taxes......................................... 2,663 2,753
Changes in assets and liabilities, net of effects from
acquisitions:
Accounts receivable, net............................. (92,139) (52,677)
Inventories, net..................................... (2,403) 64,089
Other assets......................................... 294 (5,731)
Accounts payable and accrued expenses................ 7,291 4,662
Accrued employee compensation and benefits........... 4,106 12,062
Accrued warranty expense............................. 4,098 2,210
Income taxes payable................................. 21,771 899
Accrued restructuring costs.......................... (1,056) (4,177)
Deferred compensation................................ (413) 1,394
Accrued restructuring costs - long term.............. (888)
-------- --------
Net cash provided by operating activities................ 31,314 82,645
-------- --------
Cash flows from investing activities:
Business acquisitions, net of cash acquired.............. (426) (495)
Capital expenditures..................................... (16,168) (41,456)
Proceeds from sale of assets............................. 79 5,049
-------- --------
Net cash used in investing activities.................... (16,515) (36,902)
-------- --------
Cash flows from financing activities:
Issuance of Common Stock................................. 18,599 3,919
Dividends paid........................................... (9,917) (9,851)
Acquisition of Treasury Stock............................ (50,000)
Proceeds from sale-leaseback of equipment................ 1,268
Proceeds from note payable............................... 12,625
Line of credit, net...................................... (70,919)
-------- --------
Net cash used in financing activities.................... (40,050) (64,226)
-------- --------
Effect of exchange rate changes on cash.................... (171) (237)
-------- --------
Net decrease in cash and cash equivalents.................. (25,422) (18,720)
Cash and cash equivalents at beginning of period........... 112,602 45,618
-------- --------
Cash and cash equivalents at end of period................. $ 87,180 $ 26,898
======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
5
<PAGE>
CALLAWAY GOLF COMPANY
CONSOLIDATED CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Accumulated
Common Stock Other
------------- Paid-in Unearned Retained Comprehensive
Shares Amount Capital Compensation Earnings Income GST
------ ------ -------- ------------ -------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999............................. 76,302 $763 $307,329 $(2,784) $288,090 $ 280 $(93,744)
Exercise of stock options.............................. 1,561 16 16,610
Cancellation of Restricted Common Stock................ (5) (163) 163
Tax benefit from exercise of stock options............. 4,475
Acquisition of Treasury Stock..........................
Compensatory stock and stock options................... 743 638
Employee stock purchase plan........................... 195 2 1,971
Cash dividends......................................... (10,659)
Dividends on shares held by GST........................ 742
Adjustment of GST shares to market value............... (7,301) 7,301
Equity adjustment from foreign currency translation.... (1,357)
Net income............................................. 61,175
------ ---- -------- ------- -------- ------- --------
Balance, June 30, 2000................................. 78,053 $781 $323,664 $(1,983) $339,348 $(1,077) $(86,443)
====== ==== ======== ======= ======== ======= ========
</TABLE>
<TABLE>
<CAPTION>
Treasury Stock
------------------- Comprehensive
Shares Amount Total Income
------ ------ -------- -------------
<S> <C> <C> <C> <C>
Balance, December 31, 1999............................. $499,934
Exercise of stock options.............................. 16,626
Cancellation of Restricted Common Stock...............
Tax benefit from exercise of stock options............. 4,475
Acquisition of Treasury Stock.......................... (2,581) $(50,000) (50,000)
Compensatory stock and stock options................... 1,381
Employee stock purchase plan........................... 1,973
Cash dividends......................................... (10,659)
Dividends on shares held by GST........................ 742
Adjustment of GST shares to market value...............
Equity adjustment from foreign currency translation.... (1,357) $(1,357)
Net income............................................. 61,175 61,175
------ -------- -------- -------
Balance, June 30, 2000................................. (2,581) $(50,000) $524,290 $59,818
====== ======== ======== =======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
6
<PAGE>
CALLAWAY GOLF COMPANY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying financial information for the three and six months ended
June 30, 2000 and 1999 has been prepared by Callaway Golf Company (the
"Company") and has not been audited. These financial statements, in the
opinion of management, include all adjustments (consisting only of normal
recurring accruals) necessary for the fair presentation of the financial
position, results of operations and cash flows for the periods presented.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These financial statements should
be read in conjunction with the financial statements and notes thereto
included in the Company's Annual Report on Form 10-K filed for the year ended
December 31, 1999. Interim operating results are not necessarily indicative of
operating results for the full year.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Certain prior period amounts have been reclassified to conform with the
current presentation.
2. Inventories
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- ------------
(Unaudited)
<S> <C> <C>
Inventories, net (in thousands):
Raw materials..................................... $ 48,604 $ 45,868
Work-in-process................................... 2,551 1,403
Finished goods.................................... 56,153 65,661
-------- --------
107,308 112,932
Less reserve for obsolescence..................... (8,168) (14,994)
-------- --------
$ 99,140 $ 97,938
======== ========
</TABLE>
3. Bank Line of Credit
The Company has a revolving credit facility of up to $120.0 million (the
"Amended Credit Agreement"). The Amended Credit Agreement is secured by
substantially all of the assets of the Company and expires in February 2004.
The Amended Credit Agreement bears interest at the Company's election at the
London Interbank Offering Rate ("LIBOR") plus a margin or the higher of the
base rate on corporate loans at large U.S. money center commercial banks
(prime rate) or the Federal Funds Rate plus 50 basis points. The Amended
Credit Agreement requires the Company to maintain certain minimum financial
ratios including a fixed charge coverage ratio, as well as other restrictive
covenants. As of June 30, up to $118.6 million of the credit facility remained
available for borrowings (including a reduction of $1.4 million for
outstanding letters of credit), subject to meeting certain availability
requirements under a borrowing base formula and other limitations.
Effective April 28, 2000, the Company entered into the First Amendment to
the Amended Credit Agreement which modified certain financial covenants and
restrictions relating to the Company's repurchase of shares of its Common
Stock.
7
<PAGE>
CALLAWAY GOLF COMPANY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--(Continued)
(Unaudited)
4. Accounts Receivable Securitization
The Company's wholly-owned subsidiary, Callaway Golf Sales Company, sells
trade receivables on an ongoing basis to its wholly-owned subsidiary, Golf
Funding Corporation ("Golf Funding"). Pursuant to an agreement with a
securitization company (the "Accounts Receivable Facility"), Golf Funding, in
turn, sells such receivables to the securitization company on an ongoing
basis, which yields proceeds of up to $80.0 million at any point in time. Golf
Funding's sole business is the purchase of trade receivables from Callaway
Golf Sales Company. Golf Funding is a separate corporate entity with its own
separate creditors, which in the event of its liquidation would be entitled to
be satisfied out of Golf Funding's assets prior to any value in Golf Funding
becoming available to the Company. The Accounts Receivable Facility expires in
February 2004.
Under the Accounts Receivable Facility, the receivables are sold at face
value with payment of a portion of the purchase price being deferred. As of
June 30, 2000, no amount was outstanding under the Accounts Receivable
Facility. Fees incurred in connection with this facility for the three and six
months ended June 30, 2000 were $76,000 and $152,000, respectively, and for
the three and six months ended June 30, 1999 were $315,000 and $673,000,
respectively. These fees were recorded in other income (expense).
Effective April 28, 2000, the Company entered into the First Amendment to
the Accounts Receivable Facility, which modified certain financial covenants
and restrictions relating to the Company's repurchase of shares of its Common
Stock.
5. Earnings per Share
A reconciliation of the numerators and denominators of the basic and
diluted earnings per common share calculations for the three and six months
ended June 30, 2000 and 1999 is presented below.
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, June 30,
(in thousands, except per share data) --------------- ---------------
2000 1999 2000 1999
------- ------- ------- -------
(Unaudited)
<S> <C> <C> <C> <C>
Net income...................................... $44,970 $24,771 $61,175 $37,593
======= ======= ======= =======
Weighted-average shares outstanding:
Weighted-average shares outstanding - Basic... 70,693 70,302 70,946 70,142
Dilutive securities........................... 1,993 1,105 1,638 847
------- ------- ------- -------
Weighted average shares outstanding -
Diluted..................................... 72,686 71,407 72,584 70,989
======= ======= ======= =======
Earnings per common share
Basic......................................... $ 0.64 $ 0.35 $ 0.86 $ 0.54
Diluted....................................... $ 0.62 $ 0.35 $ 0.84 $ 0.53
</TABLE>
For the three months ended June 30, 2000 and 1999, 8,482,000 and
10,132,000, respectively, options outstanding were excluded from the
calculations, as their effect would have been antidilutive. For the six months
ended June 30, 2000 and 1999, 8,986,000 and 11,027,000, respectively, options
outstanding were excluded from the calculations, as their effect would have
been antidilutive.
6. Commitments and Contingencies
At June 30, 2000, the Company is contingently liable for lease payments
totaling $6.6 million. This contingency is the result of the assignment of an
operating lease to a third party and expires in February 2003.
8
<PAGE>
CALLAWAY GOLF COMPANY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--(Continued)
(Unaudited)
The Company and its subsidiaries, incident to their business activities,
are parties to a number of legal proceedings, lawsuits and other claims. Such
matters are subject to many uncertainties and outcomes are not predictable
with assurance. Consequently, management is unable to ascertain the ultimate
aggregate amount of monetary liability, amounts which may be covered by
insurance, or the financial impact with respect to these matters as of June
30, 2000. Management believes, however, that the final resolution of these
matters, individually and in the aggregate, will not have a material adverse
effect upon the Company's annual consolidated financial position, results of
operations or cash flows.
7. Treasury Stock
On May 3, 2000, the Company announced that its Board of Directors
authorized it to repurchase its Common stock in the open market or in private
transactions, subject to the Company's assessment of market conditions and
buying opportunities from time to time, up to a maximum cost to the Company of
$100.0 million. The Company began its repurchase program in May 2000 and
expects to complete it by December 31, 2000, unless market conditions change
significantly or the program is terminated sooner by the Board of Directors.
During the second quarter of 2000, the Company spent $50.0 million to
repurchase 2.6 million shares of its Common Stock at an average cost of $19.37
per share.
The Company's repurchases of shares of Common Stock are recorded at average
cost in "Common Stock held in treasury" and result in a reduction of
"Shareholders' equity." At June 30, 2000, retained earnings was restricted in
the amount of $50.0 million, representing the cost of 2.6 million shares of
Common Stock held in treasury.
8. Restructuring
During the fourth quarter of 1998, the Company recorded a restructuring
charge of $54.2 million resulting from a number of cost reduction actions and
operational improvements. These actions included the consolidation of the
operations of the Company's wholly-owned subsidiary, Odyssey Golf, Inc.
("Odyssey"), into the operations of the Company while maintaining the distinct
and separate Odyssey(R) brand image; the discontinuation, transfer or
suspension of certain initiatives not directly associated with the Company's
core business, such as the Company's involvement with interactive golf sites,
golf book publishing, new player development and a golf venue in Las Vegas;
and the re-sizing of the Company's core business to reflect current and
expected business conditions. The restructuring charges primarily related to:
1) the elimination of job responsibilities, resulting in costs incurred for
employee severance; 2) the decision to exit certain non-core business
activities, resulting in losses on disposition of assets, as well as excess
lease costs; and 3) consolidation of the Company's continuing operations
resulting in impairment of assets, losses on disposition of assets and excess
lease costs. During 1999, the Company completed its restructuring initiatives.
At June 30, 2000, the reserve balance of $0.3 million represents future cash
outlays for excess lease costs for a facility in New York City. The Company
expects these cash outlays to be completed by July 2000. The decrease in the
reserve balance since December 31, 1999 of $1.1 million represents cash paid
for excess lease costs. The Company also has a contingent liability related to
this facility (Note 6).
9. Segment Information
The Company's operating segments are organized on the basis of products and
include golf clubs and golf balls. The Golf Clubs segment consists of Callaway
Golf(R) titanium and stainless steel metal woods and irons, Callaway Golf(R)
and Odyssey(R) putters and wedges, and related accessories. The Golf Balls
segment consists of golf balls that are designed, manufactured, marketed and
distributed by the Company's wholly-owned subsidiary,
9
<PAGE>
CALLAWAY GOLF COMPANY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--(Continued)
(Unaudited)
Callaway Golf Ball Company. Beginning January 1, 2000, management changed its
method of allocating certain corporate costs and other income (expense) used
in evaluating segment income (loss) before tax. As a result, certain amounts
are attributable to neither segment in the determination of its income (loss)
before tax. Additionally, beginning April 1, 2000, management further changed
its method of allocating these costs between segments. Prior period amounts
have been reclassified to reflect the current allocation methodology. The
table below contains information utilized by management to evaluate its
operating segments for the interim periods presented.
<TABLE>
<CAPTION>
Three Months Ended
June 30,
(unaudited)
---------------------------------------------------------
2000 1999
---------------------------- ----------------------------
Income Additions Income Additions
(loss) to long- (loss) to long-
Net before lived Net before lived
sales tax assets sales tax assets
-------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Golf Clubs.............. $278,564 $ 97,004 $ 6,265 $229,708 $ 64,070 $ 421
Golf Balls.............. 10,470 (13,380) 1,075 (7,574) 9,458
Reconciling Items(1).... (9,421) (15,660)
-------- -------- ------- -------- -------- -------
Consolidated............ $289,034 $ 74,203 $ 7,340 $229,708 $ 40,836 $ 9,879
======== ======== ======= ======== ======== =======
<CAPTION>
Six Months Ended
June 30,
(unaudited)
---------------------------------------------------------
2000 1999
---------------------------- ----------------------------
Income Additions Income Additions
(loss) to long- (loss) to long-
Net before lived Net before lived
sales tax assets sales tax assets
-------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Golf Clubs.............. $479,213 $148,863 $13,271 $415,452 $106,897 $ 4,434
Golf Balls.............. 16,429 (27,964) 2,897 (14,512) 37,900
Reconciling Items(1).... (20,208) (30,283)
-------- -------- ------- -------- -------- -------
Consolidated............ $495,642 $100,691 $16,168 $415,452 $ 62,102 $42,334
======== ======== ======= ======== ======== =======
</TABLE>
--------
(1) Represents corporate general and administrative expenses and other income
(expense) not utilized by management in determining segment profitability.
10. Foreign Currency Exchange Contracts
During the three and six months ended June 30, 2000, the Company entered
into forward foreign currency exchange rate contracts to hedge payments due on
intercompany transactions from certain wholly-owned foreign subsidiaries and
on certain euro-denominated accounts receivable. The effect of this practice
is to minimize variability in the Company's operating results arising from
foreign exchange rate movements. The Company does not engage in foreign
currency speculation. These foreign exchange contracts do not subject the
Company to risk due to exchange rate movements because gains and losses on
these contracts offset the losses and gains on the transactions being hedged,
and the Company does not engage in hedging contracts which exceed the amount
of the intercompany transactions. At June 30, 2000, the Company had
approximately $49.3 million of foreign exchange contracts outstanding. The
contracts mature between July and December 2000. Gains and losses on the
contracts are recorded in income. The net realized and unrealized gains from
foreign exchange contracts for the three and six months ended June 30, 2000
totaled approximately $2,307,000 and $1,980,000, respectively, and for the
three and six months ended June 30, 1999, net realized gains totaled $188,000
and $828,000, respectively.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Statements used in this report that relate to future plans, events,
financial results or performance are forward-looking statements as defined
under the Private Securities Litigation Reform Act of 1995. Actual results may
differ materially from those anticipated as a result of certain risks and
uncertainties, including but not limited to market acceptance of current and
future products, including its golf ball, seasonality, adverse market and
economic conditions, competitive pressures, and costs and potential disruption
of business as a result of the transition of the Company's Japanese
distribution to a wholly-owned subsidiary, delays, difficulties or increased
costs in the manufacturing of the Company's products, including its golf ball,
or in the procurement of materials needed to manufacture the Company's
products, as well as other risks and uncertainties detailed from time to time
in the Company's periodic reports on Forms 10-K, 10-Q and 8-K filed 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.
Results of Operations
Three-month periods ended June 30, 2000 and 1999
For the quarter ended June 30, 2000, net sales increased $59.3 million, or
26%, to $289.0 million from $229.7 million in the comparable period of the
prior year. The increase is attributable to an increase in sales of irons and
metal woods, as well as sales of golf balls. The increase in sales of irons of
64% to $108.2 million is primarily attributable to sales of Great Big
Bertha(R) Hawk Eye(R) Tungsten Injected(TM) Titanium Irons in the second
quarter of 2000, which were not sold during the comparable quarter of 1999.
The increase in sales of irons also is attributable to sales of Steelhead(TM)
X-14(TM) Stainless Steel Irons, which were introduced in January 2000, and
which generated higher revenue during the second quarter of 2000 than its
predecessor, Steelhead(TM) X-12(R) Stainless Steel Irons, did in the
comparable quarter of the prior year. The overall increase in sales of metal
woods of 4% to $146.1 million is attributable to the January 2000 introduction
of Steelhead Plus(TM) Stainless Steel Metal Woods, which generated higher
revenue in the second quarter of 2000 than its predecessor, Steelhead(TM)
Stainless Steel Metal Woods, did in the comparable quarter of 1999, and to
sales of ERC(TM) Forged Titanium Drivers, which began shipping in significant
quantities in the second quarter of 2000. However, this increase was partially
offset by a decrease in sales of titanium metal woods during the second
quarter of 2000 from the comparable quarter of 1999, largely due to a decrease
in sales of Great Big Bertha(R) Hawk Eye(R) Titanium Metal Woods. Sales of
close-out products in the second quarter of 1999, which did not occur in the
comparable period of 2000, also contributed to the decrease in sales of
titanium metal woods during the quarter. The Company recorded sales of $10.5
million of its Rule 35(TM) Golf Balls in the second quarter of 2000. This
product was not sold in the comparable period of 1999.
During the second quarter of 2000, sales increased in virtually all regions
as compared with the second quarter of 1999. Sales in the United States
increased $18.9 million (14%) to $154.2 million during the second quarter of
2000 versus the second quarter of 1999 and sales in Europe increased $10.6
million (27%) to $50.1 million during this same period. Sales in Japan
increased $24.4 million (176%) to $38.2 million and sales in the Rest of Asia
increased $5.4 million (25%) to $27.0 million in the second quarter of 2000 as
compared with the second quarter of 1999. Sales in the regions comprising the
Rest of World remained constant at $19.5 million in the second quarter of 2000
versus the second quarter of 1999.
For the second quarter of 2000, cost of goods sold increased to $141.5
million from $121.0 million in the second quarter of 1999, and as a percentage
of net sales improved to 49% from 53%. The overall decrease in cost of goods
sold as a percentage of net sales is attributable to a substantial improvement
in cost of goods sold of golf club products to 46% of net sales in the second
quarter of 2000 from 53% of net sales in the comparable period of 1999,
partially offset by costs associated with manufacturing the Company's new golf
balls. The improved cost of goods sold as a percentage of net sales for golf
club products in the second quarter of 2000 is due primarily to reductions in
manufacturing labor and overhead expenses, a favorable product sales mix
primarily related to sales of ERC(TM) Forged Titanium Drivers during the
quarter, and the negative effect that
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close-out sales at substantially reduced prices during the second quarter of
1999 had on that period's cost of goods sold as a percentage of net sales.
Cost of goods sold for the Company's golf ball products during the second
quarter of 2000 was adversely affected by lower than expected plant
utilization and production yields.
Selling expenses in the second quarter of 2000 increased to $49.7 million
(17% of net sales) from $34.9 million (15% of net sales) in the second quarter
of 1999. The increase was primarily attributable to incremental expenses
associated with the launch of the Company's new Rule 35(TM) Golf Balls and
with expanded golf club sales through the Company's Japanese subsidiary. Prior
to 2000, Callaway Golf(R) products were sold in Japan through a third party
distributor. Expenses related to product endorsement also contributed to the
increase.
General and administrative expenses in the second quarter of 2000 decreased
to $17.6 million (6% of net sales) from $22.9 million (10% of net sales) in
the comparable quarter of 1999. This decrease is mainly attributable to the
shifting of costs associated with the Company's golf ball pre-production
period to cost of goods sold (i.e., the costs related to the production of
golf balls during the quarter are now included in cost of goods sold rather
than general and administrative expenses). This decrease was partially offset
by an increase in bad debt expense.
Research and development expenses in the second quarter of 2000 decreased
slightly to $8.1 million (3% of net sales) from $8.3 million (4% of net sales)
in the second quarter of 1999. This decrease is primarily attributable to a
decrease in research expenses, partially offset by increases in tooling
expenses and employee-related costs.
Other income in the second quarter of 2000 increased to $2.1 million from
an expense of $1.4 million in the comparable quarter of 1999. This $3.5
million increase is primarily attributable to foreign currency transaction
gains during the quarter versus losses in the comparable quarter of the prior
year, as well as lower interest expense, and increases in interest income and
royalty income.
For the second quarter of 2000, the Company recorded a provision for income
taxes of $29.2 million and recognized a decrease in deferred taxes of $2.0
million. The provision for income taxes as a percentage of income before tax
for the second quarters of 2000 and 1999 was 39%. During the second quarter of
2000, the Company realized $4.0 million in tax benefits related to the
exercise of employee stock options.
Six-month periods ended June 30, 2000 and 1999
For the six months ended June 30, 2000, net sales increased $80.1 million,
or 19%, to $495.6 million from $415.5 million in the comparable period of the
prior year. The increase is attributable to an increase in sales of irons and
sales of golf balls, partially offset by a decrease in sales of metal woods.
The increase in sales of irons of 67% to $190.8 million is primarily
attributable to sales of Great Big Bertha(R) Hawk Eye(R) Tungsten Injected(TM)
Titanium Irons in the first half of 2000, which were not sold during the
comparable period of 1999 and to sales of Steelhead(TM) X-14(TM) Stainless
Steel Irons, which were introduced in January 2000, and which generated higher
revenues during the first half of 2000 than its predecessor, Steelhead(TM) X-
12(R) Stainless Steel Irons, did in the comparable period of the prior year.
The Company recorded sales of $16.5 million of its Rule 35(TM) Golf Balls in
the first half of 2000. This product was not sold during the comparable period
of the prior year. The overall decrease in sales of metal woods of 6% to
$246.8 million is largely attributable to a decrease in sales of titanium
metal woods, primarily Great Big Bertha(R) Hawk Eye(R) Titanium Metal Woods
during the first half of 2000 from the comparable period of 1999. Sales of
close-out products in the first half of 1999, which did not occur in the
comparable period of 2000, also contributed to the decrease in sales of
titanium metal woods during the first half of 2000. However, sales of ERC(TM)
Forged Titanium Drivers, which began shipping in significant quantities in the
second quarter of 2000, partially offset the decrease in sales of titanium
metal woods. Also partially offsetting the decrease in sales of titanium metal
woods was an increase in sales of stainless steel metal woods attributable to
the January 2000 introduction of Steelhead Plus(TM) Stainless Steel Metal
Woods, which generated higher revenues in the first half of 2000 than its
predecessor, Steelhead(TM) Stainless Steel Metal Woods, did in the comparable
period of 1999.
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During the first half of 2000, sales increased in virtually all regions as
compared with the first half of 1999. Sales in the United States increased
$36.2 million (15%) to $1272.4 million during the first half of 2000 versus
the first half of 1999 and sales in Europe increased $17.1 million (25%) to
$86.5 million during this same period. Sales in Japan increased $20.5 million
(53%) to $59.4 million and sales in the Rest of Asia increased $7.1 million
(20%) to $43.3 million in the first half of 2000 as compared with the first
half of 1999. Sales in the regions comprising the Rest of World remained
relatively constant, decreasing $0.8 million (2%) to $34.0 million in the
first half of 2000 versus the first half of 1999.
For the six months ended June 30, 2000, cost of goods sold increased to
$253.7 million from $223.3 million in the comparable period of 1999, and as a
percentage of net sales improved to 51% from 54%. The overall decrease in cost
of goods sold as a percentage of net sales is attributable to a substantial
improvement in cost of goods sold of golf club products to 51% of net sales in
the first half of 2000 from 54% of net sales in the comparable period of 1999,
partially offset by costs associated with manufacturing the Company's new golf
balls. The improved cost of goods sold as a percentage of net sales for golf
club products in the first half of 2000 is due primarily to reductions in
manufacturing labor and overhead expenses, a favorable product sales mix
primarily related to sales of ERC(TM) Forged Titanium Drivers and the negative
effect that close-out sales at substantially reduced prices during the first
six months of 1999 had on that period's cost of goods sold as a percentage of
net sales. These improvements were partially offset by an increase in sales
discounts. Cost of goods sold for the Company's golf ball products during the
first half of 2000 was adversely affected by lower than expected plant
utilization and production yields.
Selling expenses in the first half of 2000 increased to $93.5 million (19%
of net sales) from $66.2 million (16% of net sales) in the first half of 1999.
The increase was primarily attributable to incremental expenses associated
with the launch of the Company's new Rule 35(TM) Golf Balls and with expanded
golf club sales through the Company's Japanese subsidiary. Prior to 2000,
Callaway Golf(R) products were sold in Japan through a third party
distributor. Expenses related to product endorsement also contributed to the
increase.
General and administrative expenses in the first half of 2000 decreased to
$35.1 million (7% of net sales) from $44.5 million (11% of net sales) in the
comparable period of 1999. This decrease is mainly attributable to the
shifting of costs associated with the Company's golf ball pre-production
period to cost of goods sold (i.e., the costs related to the production of
golf balls during the period are now included in cost of goods sold rather
than general and administrative expenses). This decrease was partially offset
by an increase in bad debt expense.
Research and development expenses in the first half of 2000 decreased
slightly to $16.3 million (3% of net sales) from $16.7 million (4% of net
sales) in the first half of 1999. This decrease is primarily attributable to
decreases in depreciation expense and overhead costs, partially offset by an
increase in salary expenses.
Other income in the first half of 2000 increased to $3.7 million from an
expense of $2.2 million in the comparable period of 1999. This $5.9 million
increase is primarily attributable to foreign currency transaction gains
during the period versus losses in the comparable period of the prior year, as
well as lower interest expense and increases in interest income and royalty
income.
For the six months ended June 30, 2000, the Company recorded a provision
for income taxes of $39.5 million and recognized a decrease in deferred taxes
of $2.7 million. The provision of income tax as a percentage of income before
tax for the six months ended June 30, 2000 and 1999 was 39%. During the first
half of 2000, the Company realized $4.5 million in tax benefits related to the
exercise of employee stock options.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, cash and cash equivalents decreased to $87.2 million from
$112.6 million at December 31, 1999. This decrease resulted primarily from
cash used in financing and investing activities of $40.1 million and $16.5
million, respectively, partially offset by cash provided by operations of
$31.3 million. Cash flows used
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in financing activities are primarily attributable to the acquisition of 2.6
million shares of Treasury Stock, partially offset by cash flows from the
issuance of Common Stock, and cash flows used in investing activities are
primarily attributable to capital expenditures. Cash flows provided by
operations reflects an increase in income taxes payable and an increase in
accounts payable and accrued expenses. The cash flows from operations were
partially offset by an increase in accounts receivable due to higher average
sales in the first half of 2000 than in the first half of 1999.
The Company's principal source of liquidity, both on a short-term and long-
term basis, has been cash flow provided by operations and the Company's credit
facilities. The Company currently expects this trend to continue. The Company
has a revolving credit facility for up to $120.0 million (the "Amended Credit
Agreement") and an $80.0 million accounts receivable securitization facility
(the "Accounts Receivable Facility") (see Notes 3 and 4 to the unaudited
Consolidated Condensed Financial Statements). During the first six months of
2000, the Company did not utilize either its Accounts Receivable Facility or
its line of credit under the Amended Credit Agreement. At June 30, 2000, the
Company had $118.6 million available, net of outstanding letters of credit,
under the Amended Credit Agreement, subject to meeting certain availability
requirements under a borrowing base formula and other limitations. Also at
June 30, 2000, there were no advances under the Accounts Receivable Facility,
leaving up to $80.0 million available under this facility.
As a result of the implementation of its plan to improve operating
efficiencies (see "Restructuring" below), the Company incurred charges of
$54.2 million in the fourth quarter of 1998. Of these charges, $25.5 million
were estimated to be non-cash. Since the adoption of this restructuring plan
in the fourth quarter of 1998, the Company has made cash outlays for employee
termination costs, contract cancellation fees, excess lease costs and other
expenses totaling $19.9 million, of which $1.1 million occurred in 2000. As a
result of the reversal of a portion of certain restructuring reserves totaling
$8.6 million during 1999, expected future cash outlays for restructuring have
been reduced and are estimated to be $0.3 million. This amount is expected to
be paid by July 2000 (see Note 7 to the unaudited Consolidated Condensed
Financial Statements). These cash outlays will be funded by cash flows from
operations and, if necessary, the Company's credit facilities. If the actual
actions taken by the Company differ from the plans on which these estimates
are based, actual losses recorded and resulting cash outlays made by the
Company could differ significantly.
Although the Company's golf club operations are mature and historically
have generated cash from operations, the Company's golf ball operations are in
its first year of operations and to date have not generated cash flows
sufficient to fund these operations. The Company does not expect that its golf
ball operations will generate sufficient cash to fund these operations for the
remainder of 2000. However, based upon its current operating plan, analysis of
its consolidated financial position and projected future results of
operations, the Company believes that its operating cash flows, together with
its credit facilities, will be sufficient to finance current operating
requirements, including planned capital expenditures and purchase commitments.
There can be no assurance, however, that future industry specific or other
developments, or general economic trends, will not adversely affect the
Company's operations or its ability to meet its future cash requirements.
Restructuring
During the fourth quarter of 1998, the Company recorded a restructuring
charge of $54.2 million resulting from a number of cost reduction actions and
operational improvements. These actions included the consolidation of the
operations of the Company's wholly-owned subsidiary, Odyssey Golf, Inc.
("Odyssey"), into the operations of the Company while maintaining the distinct
and separate Odyssey(R) brand image; the discontinuation, transfer or
suspension of certain initiatives not directly associated with the Company's
core business, such as the Company's involvement with interactive golf sites,
golf book publishing, new player development and a golf venue in Las Vegas;
and the re-sizing of the Company's core business to reflect current and
expected business conditions. The restructuring charges primarily related to:
1) the elimination of job responsibilities, resulting in costs incurred for
employee severance; 2) the decision to exit certain non-core business
activities, resulting in losses on disposition of assets, as well as excess
lease costs; and 3) consolidation
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of the Company's continuing operations resulting in impairment of assets,
losses on disposition of assets and excess lease costs. During 1999, the
Company completed its restructuring initiatives. At June 30, 2000, the reserve
balance of $0.3 million represents future cash outlays for excess lease costs
for a facility in New York City. The Company expects these cash outlays to be
completed by July 2000. The decrease in the reserve balance since December 31,
1999 of $1.1 million represents cash paid for excess lease costs. The Company
also has a contingent liability related to this facility (see Note 6 to the
unaudited consolidated condensed financial statements).
Certain Factors Affecting Callaway Golf
Sales
Golf Clubs. The Company previously reported that it believed that the prior
decline in the dollar volume of the premium golf club market may have
stabilized. Despite weather related variances in certain regions, the Company
believes that there was growth overall in the premium golf club market in the
United States and abroad in the first half of 2000. There is no assurance,
however, that the overall dollar volume of the premium golf club market will
grow, or that it will not decline, in the near future.
Overall sales of the Company's current club products were strong during the
first half of 2000, and the Company's brands remained number one in the U.S.
and the worldwide market for woods, irons and putters in 1999 and the first
half of 2000. No assurances can be given, however, that market conditions, the
demand for the Company's existing products, or the introduction of new
products will permit the Company to experience growth in sales, or maintain
historical levels of sales, in the future. Furthermore, the Company expects
that the increase in club sales during the first half of 2000 will at least in
part cannibalize sales for the third and fourth quarters. In addition, in the
first half of 2000, the Company made more golf clubs than it had in any
previous first half of any fiscal year, and this increased level of production
enabled it to achieve the increased sales levels for this period. If the
Company were to experience delays, difficulties or increased costs in its
production of golf clubs, the Company's future club golf sales could be
adversely affected.
Beginning January 1, 2000, the Company began selling Callaway Golf(R)
products through its wholly-owned Japanese subsidiary, Callaway Golf Kabushiki
Kaisha ("Callaway Golf K.K."), instead of through its former distributor,
Sumitomo Rubber Industries, Ltd. ("Sumitomo"). The Sumitomo distribution
agreement required that Sumitomo purchase specific minimum quantities from the
Company. As a direct distributor, the Company will not have the benefit of
these guaranteed minimum purchases going forward. Furthermore, although the
Company is encouraged by the success of direct distribution thus far, there is
no assurance that the Company will be able to transcend the cultural and other
barriers to successful distribution in Japan or that its sales in Japan will
be comparable to or exceed its prior sales to Sumitomo.
The Company previously reported that there would be a delay in the
recording of revenues for sales in Japan as compared to prior periods because
revenue is now recorded upon sale to retailers and not upon sale to Sumitomo.
The Company believes that such delayed recording of revenues negatively
affected sales in Japan in the first quarter of 2000, which declined 15% as
compared to the first quarter of 1999. The Company believes that the negative
effect of the delayed recording of revenue is limited to the first quarter of
2000. The Company does not believe that the delayed recording of revenues
affected materially its second quarter performance and does not expect it to
affect materially its future performance.
Golf Balls. In 1996, the Company formed Callaway Golf Ball Company, a
wholly-owned subsidiary of the Company, for the purpose of designing,
manufacturing and selling golf balls. In February 2000, the Company introduced
its new Rule 35(TM) Golf Balls. These golf balls are the product of more than
three years of research and development and are manufactured in a new facility
built by the Company for that purpose. The development of the Company's golf
ball business, by plan, has had a significant negative impact on the Company's
cash flows, financial position and results of operations and will continue to
affect the Company's performance in 2000. The pre-tax loss generated by the
Company's golf ball operations was $28.0 million in the first half of 2000 and
the
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Company's golf ball operations could generate approximately $15 million to $18
million in additional pre-tax losses in the remaining half of the year.
Although initial demand for the Company's golf balls is promising, there is
no assurance that such demand will result in a proportionate amount of actual
sales or that consumers will enjoy the balls sufficiently to sustain future
sales. Moreover, the success of the Company's new golf ball business could be
adversely affected by various factors, including, among others, delays,
difficulties or increased costs in manufacturing or in distribution of the
golf balls. To date, the Company has experienced higher than expected
production costs attributable to yield and other ramp-up issues. The Company
is aggressively seeking solutions to these issues and expects production of
the golf balls to increase as 2000 progresses. There is no assurance, however,
that the Company will be able to manufacture enough balls to meet demand or be
able to achieve the operational or sales efficiencies necessary to make its
golf ball business profitable. Consequently, there can be no assurance as to
whether the golf ball will be commercially successful or that a return on the
Company's investment will ultimately be realized. Furthermore, if these issues
are not resolved satisfactorily in a timely manner, the Company's results of
operations, cash flows and financial position will continue to be negatively
affected.
Gross Margin
Consumer acceptance of current and new products, the sale and disposal of
non-current products at reduced sales prices, the sales mix of the Company's
high and low margin products (e.g. irons generally have lower margins than
woods) and continuing pricing pressure from competitive market conditions may
have an adverse effect on the Company's future sales and gross margin. The
Company's margins also have been negatively affected by its golf ball
business, and the Company expects that its golf ball business will continue to
affect negatively its margins for the remainder of 2000. See above "Certain
Factors Affecting Callaway Golf--Sales."
Seasonality
In the golf club and golf ball industries, sales to retailers are generally
seasonal due to lower demand in the retail market in the cold weather months
covered by the Company's fourth and first quarters. The Company's golf club
business has generally followed this seasonal trend and the Company expects
this to continue generally for both its golf club and golf ball businesses.
Although the Company expects to realize operational improvements in its golf
ball business as 2000 progresses, expected normal seasonality will limit the
positive impact of any operational improvements in 2000. Furthermore, unusual
or severe weather conditions such as the "El Nino" weather patterns
experienced during the winter of 1997 through 1998 may compound or otherwise
distort these seasonal effects.
Competition
The worldwide market for premium golf clubs is highly competitive, and is
served by a number of well-established and well-financed companies with
recognized brand names, as well as new companies with popular products. New
product introductions and/or price reductions by competitors continue to
generate increased market competition. While the Company believes that its
products and its marketing efforts continue to be competitive, there can be no
assurance that successful marketing activities by competitors will not
negatively impact the Company's future sales.
A golf club manufacturer's ability to compete is in part dependent upon its
ability to satisfy the various subjective requirements of golfers, including
the golf club's look and "feel," and the level of acceptance that the golf
club has among professional and other golfers. The subjective preferences of
golf club purchasers may be subject to rapid and unanticipated changes. There
can be no assurance as to how long the Company's golf clubs will maintain
market acceptance.
The premium golf ball business is also highly competitive with a number of
well-established and well-financed competitors, including one competitor with
an estimated market share in excess of 50% of the premium
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golf ball business. These competitors have established market share in the
golf ball business, which the Company will need to penetrate for its golf ball
business to be successful. Although initial sales of the Company's golf balls
are promising, there can be no assurance that the Company's golf balls will
obtain the market acceptance necessary to penetrate this established market
and be commercially successful.
New Product Introduction
The Company believes that the introduction of new, innovative golf clubs
and golf balls is important to its future success. The Company faces certain
risks associated with such a strategy. For example, new models and basic
design changes in golf equipment are frequently met with consumer rejection.
In addition, prior successful designs may be rendered obsolete within a
relatively short period of time as new products are introduced into the
marketplace. Further, any new products that retail at a lower price than prior
products may negatively impact the Company's revenues unless unit sales
increase.
New golf club and golf ball products generally seek to satisfy the
standards established by the United States Golf Association ("USGA") and the
Royal and Ancient Golf Club of St. Andrews ("R&A") because these standards are
generally followed by golfers within their respective jurisdictions. There is
no assurance that new designs will receive USGA and/or R&A approval, or that
existing USGA and/or R&A standards will not be altered in ways that adversely
affect the sales of the Company's products. On November 2, 1998, the USGA
announced the adoption of a test protocol to measure the so-called "spring-
like effect" in certain golf clubheads. The R&A announced in a Notice to
Manufacturers sent on May 3, 2000 that it was considering a regulation that
would specify minimum thickness for the walls of a driver, including the face.
Action on such a regulation could happen as early as October 1, 2000.
Currently, all of the Company's products are believed to be "conforming" under
the Rules of Golf as published by the R&A and the USGA with the exception of
the ERC(TM) Forged Titanium Driver ("ERC Driver"), some lofts of which have
been found by the USGA to be "non-conforming." The ERC Driver is not marketed
or sold by the Company in the United States, and the Company does not promote
its use by professionals or amateurs in competitive events governed by the
USGA's rules. Future actions by the USGA or the R&A may impede the Company's
ability to introduce new products and could affect market acceptance of any
new products which do not conform to current USGA and R&A regulations. Such
actions therefore could have a material adverse effect on the Company's
results of operations and cash flows.
Some countries, such as Japan and Canada, have local golf associations that
exert some control over the game of golf within their jurisdictions. On April
18, 2000, The Royal Canadian Golf Association ("RCGA") announced that the
Company's ERC Driver would be considered a "non-conforming club for all RCGA
sanctioned events." The Company has filed a lawsuit against the RCGA for
unfairly, improperly and unlawfully interfering with the commercial launch of
the ERC Driver. If the RCGA's action is not reversed, it could adversely
affect the acceptance of the ERC Driver in Canada. So far, no other local
organization within the R&A's general jurisdiction has deviated from the R&A's
position and ruled the ERC Driver "non-conforming."
The Company's new products have tended to incorporate significant
innovations in design and manufacture, which have often resulted in higher
prices for the Company's products relative to other products in the
marketplace. For example, the Company's golf balls are premium golf balls and
there are many lower priced non-premium golf balls sold by others. There can
be no assurance that a significant percentage of the public will always be
willing to pay such premium prices for golf equipment or that the Company will
be able to continue to design and manufacture premium products that achieve
market acceptance in the future.
The rapid introduction of new golf club or golf ball products by the
Company could result in close-outs of existing inventories at both the
wholesale and retail levels. Such close-outs can result in reduced margins on
the sale of older products, as well as reduced sales of new products, given
the availability of older products at lower prices. The Company experienced
some of these effects in 1999 with respect to golf clubs and could experience
similar effects in future years as the Company from time to time introduces
new golf club or golf ball products or misjudges demand.
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The Company plans its manufacturing capacity based upon the forecasted
demand for its products. Actual demand for such products may exceed or be less
than forecasted demand. The Company's unique product designs often require
sophisticated manufacturing techniques, which can limit the Company's ability
to quickly expand its manufacturing capacity to meet the full demand for its
products. If the Company is unable to produce sufficient quantities of new
products in time to fulfill actual demand, especially during the Company's
traditionally busy second and third quarters, it could limit the Company's
sales and adversely affect its financial performance. On the other hand, the
Company commits to components and other manufacturing inputs for varying
periods of time, which can limit the Company's ability to quickly react if
actual demand is less than forecast. As in 1998, this could result in excess
inventories and related obsolescence charges that could adversely affect the
Company's financial performance.
Product Returns
The Company supports all of its golf clubs with a limited two year written
warranty. Since the Company does not rely upon traditional designs in the
development of its golf clubs, its products may be more likely to develop
unanticipated problems than those of many of its competitors that use
traditional designs. For example, clubs have been returned with cracked
clubheads, broken graphite shafts and loose medallions. While any breakage or
warranty problems are deemed significant to the Company, the incidence of
clubs returned to date has not been material in relation to the volume of
clubs that have been sold.
The Company monitors the level and nature of any golf club breakage and,
where appropriate, seeks to incorporate design and production changes to
assure its customers of the highest quality available in the market.
Significant increases in the incidence of breakage or other product problems
may adversely affect the Company's sales and image with golfers. While the
Company believes that it has sufficient reserves for warranty claims, there
can be no assurance that these reserves will be sufficient if the Company were
to experience an unusually high incidence of breakage or other product
problems.
During the first quarter of 2000, the Company began selling its Rule 35(TM)
Golf Balls. To date, the Company has not experienced significant returns of
defective golf balls, and in light of the quality control procedures
implemented in the production of golf balls, the Company does not expect a
significant amount of defective ball returns. If there were a significant
amount, however, it could have a material adverse effect upon its golf ball
business.
Credit Risk
The Company primarily sells its products to golf equipment retailers,
wholly-owned domestic and foreign subsidiaries and foreign distributors. The
Company performs ongoing credit evaluations of its customers' financial
condition and generally requires no collateral from these customers.
Historically, the Company's bad debt expense has been low. However, a downturn
in the retail golf equipment market, like the one experienced in 1998 and
1999, primarily in the United States, could result in increased delinquent or
uncollectible accounts for some of the Company's significant customers. In
addition, the Company's transition in Japan from selling to one distributor to
selling directly to many retailers could increase the Company's delinquent or
uncollectible accounts. There can be no assurance that failure of the
Company's customers to meet their obligations to the Company will not
adversely impact the Company's results of operations, financial position or
cash flows.
Dependence on Certain Vendors and Materials
The Company is dependent on a limited number of suppliers for its clubheads
and shafts. In addition, some of the Company's products require specifically
developed manufacturing techniques and processes which make it difficult to
identify and utilize alternative suppliers quickly. The Company believes that
suitable clubheads and shafts could be obtained from other manufacturers in
the event its regular suppliers are unable to provide components. However, any
significant production delay or disruption caused by the inability of current
suppliers
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to deliver or the transition to other suppliers could have a material adverse
impact on the Company's results of operations.
The Company is also dependent on a limited number of suppliers for the
materials it uses to make its golf balls. Many of the materials, including the
golf ball cover, are customized for the Company. Any delay or interruption in
such supplies could have a material adverse impact upon the Company's golf
ball business. If the Company did experience any such delays or interruptions,
there is no assurance that the Company would be able to find adequate
alternative suppliers at a reasonable cost or without significant disruption
to its business.
The Company uses United Parcel Service ("UPS") for substantially all ground
shipments of products to its U.S. customers. The Company is continually
reviewing alternative methods of ground shipping to supplement its use and
reduce its reliance on UPS. To date, a limited number of alternative vendors
have been identified and are being used by the Company. Nevertheless, any
interruption in UPS services could have a material adverse effect on the
Company's sales and results of operations.
The Company's size has made it a large consumer of certain materials,
including titanium alloys and carbon fiber. The Company does not make these
materials itself, and must rely on its ability to obtain adequate supplies in
the world marketplace in competition with other users of such materials. While
the Company has been successful in obtaining its requirements for such
materials thus far, there can be no assurance that it always will be able to
do so. An interruption in the supply of such materials or a significant change
in costs could have a material adverse effect on the Company.
Intellectual Property and Proprietary Rights
The golf club industry, in general, has been characterized by widespread
imitation of popular club designs. The Company has an active program of
enforcing its proprietary rights against companies and individuals who market
or manufacture counterfeits and "knock off" products, and aggressively asserts
its rights against infringers of its copyrights, patents, trademarks, and
trade dress. However, there is no assurance that these efforts will reduce the
level of acceptance obtained by these infringers. Additionally, there can be
no assurance that other golf club manufacturers will not be able to produce
successful golf clubs which imitate the Company's designs without infringing
any of the Company's copyrights, patents, trademarks, or trade dress.
An increasing number of the Company's competitors have, like the Company
itself, sought to obtain patent, trademark, copyright or other protection of
their proprietary rights and designs for golf clubs. From time to time others
have or may contact the Company to claim that they have proprietary rights
that have been infringed by the Company and/or its products. The Company
evaluates any such claims and, where appropriate, has obtained or sought to
obtain licenses or other business arrangements. To date, there have been no
interruptions in the Company's business as a result of any claims of
infringement. No assurance can be given, however, that the Company will not be
adversely affected in the future by the assertion of intellectual property
rights belonging to others. This effect could include alteration or withdrawal
of existing products and delayed introduction of new products.
Various patents have been issued to the Company's competitors in the golf
ball industry. As Callaway Golf Ball Company developed its Rule 35(TM) Golf
Ball, it attempted to avoid infringing valid patents or other intellectual
property rights. Despite these attempts, it cannot be guaranteed that
competitors will not assert and/or a court will not find that the Rule 35(TM)
Golf Ball infringes any patent or other rights of competitors (see Part II,
Item I-Legal Proceedings). If the Rule 35(TM) Golf Ball is found to infringe
on protected technology, there is no assurance that the Company would be able
to obtain a license to use such technology, and it could incur substantial
costs to redesign it and/or defend legal actions.
The Company has procedures to maintain the secrecy of its confidential
business information. These procedures include criteria for dissemination of
information and written confidentiality agreements with employees and vendors.
Suppliers, when engaged in joint research projects, are required to enter into
additional confidentiality agreements. While these efforts are taken
seriously, there can be no assurance that these measures will prove adequate
in all instances to protect the Company's confidential information.
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<PAGE>
"Gray Market" Distribution
Some quantities of the Company's products find their way to unapproved
outlets or distribution channels. This "gray market" for the Company's
products can undermine authorized retailers and foreign wholesale distributors
who promote and support the Company's products, and can injure the Company's
image in the minds of its customers and consumers. On the other hand, stopping
such commerce could result in a potential decrease in sales to those customers
who are selling Callaway Golf(R) products to unauthorized distributors and/or
an increase in sales returns over historical levels. For example, the Company
experienced a decline in sales in the U.S. in 1998, and believes the decline
was due, in part, to a decline in "gray market" shipments to Asia and Europe.
While the Company has taken some lawful steps to limit commerce in its
products in the "gray market" in both the U.S. and abroad, it has not stopped
such commerce.
Golf Professional Endorsements
The Company establishes relationships with professional golfers in order to
evaluate and promote Callaway Golf(R) and Odyssey(R) branded products. The
Company has entered into endorsement arrangements with members of the various
professional tours, including the Senior PGA Tour, the PGA Tour, the LPGA
Tour, the PGA European Tour, the Japan Golf Tour and the buy.com Tour. While
most professional golfers fulfill their contractual obligations, some have
been known to stop using a sponsor's products despite contractual commitments.
If certain of the Company's professional endorsers were to stop using the
Company's products contrary to their endorsement agreements, the Company's
business could be adversely affected in a material way by the negative
publicity.
Many professional golfers throughout the world use the Company's golf clubs
even though they are not contractually bound to do so and do not grant any
endorsement to the Company. The Company has created cash pools ("Pools") that
reward such usage. However, in 1999 and so far in 2000, as compared to 1998,
the Company significantly reduced these Pools for both Callaway Golf(R) and
Odyssey(R) brand products for the PGA and the Senior PGA Tours, and has
significantly reduced the Pools for Odyssey(R) brand products and eliminated
the Pools for Callaway Golf(R) brand products for the LPGA and buy.com tours.
The Company expects that the Pools for 2000 will be comparable to 1999. In
addition, many other companies are aggressively seeking the patronage of these
professionals, and are offering many inducements, including specially designed
products and significant cash rewards. As a result, in 1999 and so far in
2000, usage of the Company's drivers on the Senior PGA, PGA, LPGA and buy.com
tours was substantially reduced compared to 1998.
In the past, the Company has experienced an exceptional level of driver
penetration on the world's major professional tours, and the Company has
heavily advertised that fact. While it is not clear to what extent
professional usage contributes to retail sales, it is possible that a decline
in the level of professional usage of the Company's products could have a
material adverse effect on the Company's business.
Many golf ball manufacturers, including the leading U.S. manufacturer of
premium golf balls, have focused a great deal of their marketing efforts on
promoting the fact that tour professionals use their balls. Some of these golf
ball competitors spend large amounts of money to secure professional
endorsements, and the market leader has obtained a very high degree of tour
penetration. While many of the Company's staff professionals have decided to
use the Company's golf balls in play, there are others who are already under
contract with other golf ball manufacturers or, for other reasons, may not
choose to play the Company's golf ball products. In addition, several
professionals who are not on the Company's staff have expressed an interest in
playing the Company's ball, but it is too early to predict if a significant
number will actually do so. The Company does not plan to match in 2000 the
endorsement spending levels of the leading manufacturer, and will instead rely
more heavily upon the performance of the ball and other factors to attract
professionals to the product. In the future the Company may or may not
increase its tour spending in support of the golf ball. It is not clear to
what extent use by professionals is important to the commercial success of the
Company's golf ball, but it is possible that the results of the Company's golf
ball business could be significantly affected by its success or lack of
success in securing acceptance on the professional tours.
20
<PAGE>
International Distribution
The Company's management believes that controlling the distribution of its
products in certain major markets in the world has been and will be an element
in the future growth and success of the Company. The Company has reorganized a
substantial portion of its international operations, including the acquisition
of distribution rights in certain key countries in Europe, Asia and North
America. These efforts have resulted and will continue to result in additional
investments in inventory, accounts receivable, corporate infrastructure and
facilities. The integration of foreign distribution into the Company's
international sales operations will continue to require the dedication of
management and other Company resources.
Additionally, the Company's plan to integrate foreign distribution
increases the Company's exposure to fluctuations in exchange rates for various
foreign currencies which could result in losses and, in turn, could adversely
impact the Company's results of operations. There can be no assurance that the
Company will be able to mitigate this exposure in the future through its
management of foreign currency transactions. The integration of foreign
distribution also could result in disruptions in the distribution of the
Company's products in some areas. There can be no assurance that the
acquisition of some or all of the Company's foreign distribution channels will
be successful, and it is possible that an attempt to do so will adversely
affect the Company's business.
The Company previously appointed Sumitomo as the sole distributor of
Callaway Golf(R) clubs in Japan, through a distribution agreement that ended
December 31, 1999. In 1999, 1998 and 1997, sales to Sumitomo accounted for 7%,
8% and 10%, respectively, of the Company's net sales. In the fourth quarter of
1999, the Company successfully completed negotiations with Sumitomo to provide
a smooth transition of its business. Effective January 1, 2000, the Company
began distributing Callaway Golf(R) brand products through Callaway Golf K.
K., which also distributes Odyssey(R) products and will also distribute
Callaway Golf(TM) balls. There are significant risks associated with the
Company's intention to effectuate distribution of Callaway Golf(R) products in
Japan through Callaway Golf K. K. rather than through Sumitomo. Some of these
risks include increased delinquent and uncollectible accounts now that the
Company will be collecting its receivables from many retailers as opposed to
only one distributor. Furthermore, the Company will no longer have the benefit
of the minimum purchases that Sumitomo was required to make. It is possible
that these circumstances could have a material adverse effect on the Company's
operations and financial performance.
Information Systems
The Company is in the process of upgrading its enterprise-wide business
system to a more current software release. This upgrade will affect almost all
of the Company's major systems functions, including sales, manufacturing, and
accounting. The estimated cost to the Company of this upgrade is not material
and the Company expects to fund such costs from its operating cash flows. The
Company expects to complete the upgrade for its worldwide operations by the
end of 2000. Although the Company does not expect any significant problems
with this upgrade, if there were any significant problems, the Company would
revert to its current version until such problems could be rectified. If such
problems, however, caused a delay in, or prevented the Company from, reverting
to the Company's current version, or if there were other unforeseen
significant problems with the upgrade, such problems could have material
adverse effect upon the Company and its operations.
Many of the countries in which the Company sells its products are Member
States of the Economic and Monetary Union ("EMU"). Beginning January 1, 1999,
Member States of the EMU have the option of trading in either their local
currencies or the euro, the official currency of EMU participating Member
States. Parties are free to choose the unit they prefer in contractual
relationships until 2002 when their local currencies will be phased out. The
current version of the Company's enterprise-wide business system does not
support transactions denominated in euro. When implemented, the upgrade of the
Company's business systems will support transactions denominated in euro. The
Company intends to enable the euro functionality of its upgraded system no
later than the end of its third quarter in 2001. Until such time as the
upgrade has occurred and the euro
21
<PAGE>
functionality has been enabled, transactions denominated in euro will be
processed manually. To date, the Company has not experienced, and does not
anticipate in the near future, a large demand from its customers to transact
in euro. Additionally, the Company does not believe that it will incur
material costs specifically associated with manually processing data or
preparing its business systems to operate in either the transitional period or
beyond. However, there can be no assurance that the conversion of EMU Member
States to euro will not have a material adverse effect on the Company and its
operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to the impact of foreign currency fluctuations due
to its international operations and certain export sales. The Company is
exposed to both transactional currency/functional currency and functional
currency/reporting currency exchange rate risks. In the normal course of
business, the Company employs established policies and procedures to manage
its exposure to fluctuations in the value of foreign currencies. Pursuant to
its foreign exchange hedging policy, the Company may use forward foreign
currency exchange rate contracts to hedge certain firm commitments and the
related receivables and payables. During the first quarter of 2000, the
Company entered into such contracts on behalf of three of its wholly-owned
subsidiaries, Callaway Golf Europe Ltd., Callaway Golf K.K. and Callaway Golf
Canada Ltd. The Company also hedged certain euro-denominated accounts
receivable during the first quarter of 2000. The effect of this practice is to
minimize variability in the Company's operating results arising from foreign
exchange rate movements. These foreign exchange contracts generally do not
subject the Company to risk due to exchange rate movements because gains and
losses on these contracts offset losses and gains on the transactions being
hedged, and the Company does not engage in hedging contracts which exceed the
amounts of these transactions.
Also pursuant to its foreign exchange hedging policy, the Company expects
that it also may hedge anticipated transactions denominated in foreign
currencies using forward foreign currency exchange rate contracts and put or
call options. Foreign currency derivatives will be used only to the extent
considered necessary to meet the Company's objectives and the Company does not
enter into forward contracts for speculative purposes. The Company's foreign
currency exposures include most European currencies, Japanese yen, Canadian
dollars and Korean won.
Additionally, the Company is exposed to interest rate risk from its
Accounts Receivable Facility and Amended Credit Agreement (see Notes 3 and 4
to the Company's unaudited Consolidated Condensed Financial Statements) which
are indexed to the LIBOR and Redwood Receivables Corporation Commercial Paper
Rate. No amounts were advanced or outstanding under these facilities at June
30, 2000.
Sensitivity analysis is the measurement of potential loss in future
earnings of market sensitive instruments resulting from one or more selected
hypothetical changes in interest rates or foreign currency values. The Company
used a sensitivity analysis model to quantify the estimated potential effect
of unfavorable movements of 10% in foreign currencies to which the Company was
exposed at June 30, 2000 through its derivative financial instruments.
The sensitivity analysis model is a risk analysis tool and does not purport
to represent actual losses in earnings that will be incurred by the Company,
nor does it consider the potential effect of favorable changes in market
rates. It also does not represent the maximum possible loss that may occur.
Actual future gains and losses will differ from those estimated because of
changes or differences in market rates and interrelationships, hedging
instruments and hedge percentages, timing and other factors.
The estimated maximum one-day loss in earnings from the Company's foreign-
currency derivative financial instruments, calculated using the sensitivity
analysis model described above, is $4.4 million at June 30, 2000. The Company
believes that such a hypothetical loss from its derivatives would be offset by
increases in the value of the underlying transactions being hedged.
Notes 3 and 4 to the unaudited Consolidated Condensed Financial Statements
outline the principal amounts, if any, and other terms required to evaluate
the expected cash flows and sensitivity to interest rate changes.
22
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company, incident to its business activities, is often the plaintiff in
legal proceedings, both domestically and abroad, in various stages of
development. In conjunction with the Company's program of enforcing its
proprietary rights, the Company has initiated or may initiate actions against
alleged infringers under the intellectual property laws of various countries,
including, for example, the United States Lanham Act, the U.S. Patent Act, and
other pertinent laws. Defendants in these actions may, among other things,
contest the validity and/or the enforceability of some of the Company's
patents and/or trademarks. Others may assert counterclaims against the
Company. Based upon the Company's experience, the Company believes that the
outcome of these matters individually and in the aggregate will not have a
material adverse effect upon the financial position or results of operations
of the Company. It is possible, however, that in the future one or more
defenses or claims asserted by defendants in one or more of those actions may
succeed, resulting in the loss of all or part of the rights under one or more
patents, loss of a trademark, a monetary award against the Company, or some
other loss to the Company. One or more of these results could adversely affect
the Company's overall ability to protect its product designs and ultimately
limit its future success in the marketplace.
In addition, the Company from time to time receives information claiming
that products sold by the Company infringe or may infringe patent or other
intellectual property rights of third parties. To date, the Company has not
experienced any material expense or disruption associated with any such
potential infringement matters. It is possible, however, that one or more
claims of potential infringement could lead to litigation, the need to obtain
additional licenses, the need to alter a product to avoid infringement, or
some other action or loss by the Company.
On July 24, 2000, Bridgestone Sports Co., Ltd. ("Bridgestone") filed a
complaint for patent infringement in the United States District Court for the
Northern District of Georgia, Civil Action No. 100-CV-1871, against Callaway
Golf Company, Callaway Golf Ball Company, and a golf retailer located in
Georgia. Bridgestone alleges that the manufacture and sale of Callaway Golf
Ball Company's Rule 35(TM) Golf Ball infringes four Bridgestone golf ball
patents. Bridgestone is seeking unspecified damages and injunctive relief.
Callaway Golf Company and Callaway Golf Ball Company have denied the
allegations and are defending the action.
The Company and its subsidiaries, incident to their business activities,
are parties to a number of legal proceedings, lawsuits and other claims. Such
matters are subject to many uncertainties and outcomes are not predictable
with assurance. Consequently, management is unable to ascertain the ultimate
aggregate amount of monetary liability, amounts which may be covered by
insurance, or the financial impact with respect to these matters. However,
management believes that the final resolution of these matters, individually
and in the aggregate, will not have a material adverse effect upon the
Company's annual consolidated financial position, results of operations or
cash flows.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
On May 3, 2000, the Company held its 2000 Annual Meeting of Shareholders
near the Company's headquarters in Carlsbad, California. Ely Callaway, William
C. Baker, Vernon E. Jordan, Jr., Yotaro Kobayashi, Aulana L. Peters, Richard
L. Rosenfield and Charles J. Yash were elected to the Board of Directors.
Additionally
23
<PAGE>
the Company's shareholders approved: (i) the 2001 Non-Employee Directors Stock
Option Plan; and (ii) the amendment to the Company's 1996 Stock Option Plan to
increase by 3,000,000 shares, to an aggregate of 9,000,000 shares, the number
of shares that may be issued upon exercise of stock options granted or to be
granted under the plan.
The voting results for the election of directors are as follows:
<TABLE>
<S> <C> <C>
NAME VOTES FOR VOTES WITHHELD
Ely Callaway 65,862,700 860,149
William C. Baker 65,872,080 850,769
Vernon E. Jordan, Jr. 63,758,928 2,963,921
Yotaro Kobayashi 64,289,660 2,433,189
Aulana L. Peters 63,388,588 3,334,261
Richard L. Rosenfield 65,871,365 851,484
Charles J. Yash 65,887,278 835,571
</TABLE>
The voting results for the proposal to approve the 2001 Non-Employee
Directors Stock Option Plan are as follows:
<TABLE>
<S> <C> <C> <C>
VOTES FOR VOTES AGAINST ABSTAIN BROKER NON-VOTE
55,086,902 11,252,064 383,883 None
</TABLE>
The voting results for the proposal to approve an amendment to the
Company's 1999 Stock Option Plan to increase by 3,000,000 shares to an
aggregate of 9,000,000 shares, the number of shares that may be issued upon
exercise of stock options granted or to be granted under the plan are as
follows:
<TABLE>
<S> <C> <C> <C>
VOTES FOR VOTES AGAINST ABSTAIN BROKER NON-VOTE
43,971,946 22,390,449 360,454 None
</TABLE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K:
a. Exhibits
<TABLE>
<C> <S>
3.1 Certificate of Incorporation, incorporated herein by this reference
to Exhibit 3.1 to the Company's Current Report on Form 8-K, as
filed with the Securities and Exchange Commission (the
"Commission") on July 1, 1999 (file no. 1-10962).
3.2 Bylaws, incorporated herein by this reference to Exhibit 3.2 to the
Company's Current Report on Form 8-K, as filed with the Commission
on July 1, 1999 (file no. 1-10962).
10.43 Executive Officer Employment Agreement, entered into as of January
1, 2000, by and between the Company and Mr. Callaway.(+)
10.44 Amended and Restated 1996 Stock Option Plan (as amended and restated
May 3, 2000).(+)
27.1 Financial Data Schedule.(+)
</TABLE>
b. Reports on Form 8-K
Form 8-K, dated May 3, 2000, reporting the issuance of a press release of
even date therewith, which press release was captioned, "Callaway Golf Company
Announces Plans to Repurchase up to $100 Million in Stock; Declares First
Quarter Dividend"
--------
(+) Included with this Report.
24
<PAGE>
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 thereunto duly authorized.
CALLAWAY GOLF COMPANY
Date: August 11, 2000
PRINCIPAL EXECUTIVE OFFICER:
/s/ Ely Callaway
-------------------------------------
Ely Callaway
Chairman and Chief Executive Officer
ACTING PRINCIPAL FINANCIAL OFFICER:
/s/ Charles J. Yash
-------------------------------------
Charles J. Yash
President
ACTING PRINCIPAL ACCOUNTING OFFICER:
/s/ Kenneth E. Wolf
-------------------------------------
Kenneth E. Wolf
Senior Vice President, Finance
and Controller
25
