Second Quarter Revenue Increase Driven by
Strong Demand and Strength Across All Segments
Topgolf Delivers 8% Growth in Same Venue
Sales Compared to 2019
- Q2 2022 consolidated net revenues increased $202.1 million to $1,115.7
million, an increase of 22.1% compared to Q2 2021
- Q2 2022 GAAP net income of $105.4
million and non-GAAP net income of $93.5 million
- Q2 2022 Adjusted EBITDA increased $42.8
million to $207.3 million, an
increase of 26.0% compared to Q2 2021
- Increased full year 2022 revenue outlook to $3,945 million - $3,970
million and Adjusted EBITDA outlook to $555 million - $565
million
CARLSBAD, Calif., Aug. 4, 2022
/PRNewswire/ -- Callaway Golf Company (the "Company" or "Callaway")
(NYSE: ELY) announced record financial results for the second
quarter and six months ended June 30,
2022.
"We were very pleased with our second quarter financial
results," commented Chip Brewer,
President and Chief Executive Officer of Callaway. "Our second
quarter revenues increased 22%, reflecting increases in all major
product categories, in all major regions and in all operating
segments. Continued strong demand, along with market share gains,
pricing and other business improvements we implemented this year
have allowed us to outrun the ubiquitous inflationary pressures,
unfavorable foreign currency exchange rates and staffing
challenges. As a result, our Adjusted EBITDA increased 26%.
While we are not immune from these macroeconomic headwinds, we
believe we can continue to manage through them and our business
remains strong overall. We are therefore increasing our full year
guidance."
GAAP, NON-GAAP AND PRO FORMA RESULTS
In
addition to the Company's results prepared in accordance with GAAP,
the Company has provided information on a non-GAAP and pro forma
basis. The manner in which the non-GAAP information is derived is
discussed further toward the end of this release, and the Company
has provided in the tables to this release a reconciliation of the
non-GAAP information to the most directly comparable GAAP
information. The 2021 results presented on a pro forma basis
include Topgolf results for January and February prior to the
closing of the merger on March 8,
2021.
SUMMARY OF FINANCIAL RESULTS
The Company announced the following GAAP and non-GAAP financial
results for the three and six months ended June 30, 2022 and 2021 (in millions, except
earnings per share).
GAAP
RESULTS
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2022
|
|
2021
|
|
Change
|
|
2022
|
|
2021(1)
|
|
Change
|
Net revenues
|
$ 1,115.7
|
|
$
913.6
|
|
$
202.1
|
|
$ 2,155.9
|
|
$ 1,565.2
|
|
$
590.7
|
Income from
operations
|
129.0
|
|
107.3
|
|
21.7
|
|
223.3
|
|
183.4
|
|
39.9
|
Other
(expense)/income, net
|
(20.7)
|
|
(31.4)
|
|
10.7
|
|
(44.0)
|
|
212.7
|
|
(256.7)
|
Income before income
taxes
|
108.3
|
|
75.9
|
|
32.4
|
|
179.3
|
|
396.1
|
|
(216.8)
|
Income tax
provision/(benefit)
|
2.9
|
|
(15.8)
|
|
18.7
|
|
(12.8)
|
|
31.9
|
|
(44.7)
|
Net income
|
$
105.4
|
|
$
91.7
|
|
$
13.7
|
|
$
192.1
|
|
$
364.2
|
|
$
(172.1)
|
Earnings per share -
diluted (2)
|
$
0.53
|
|
$
0.47
|
|
$
0.06
|
|
$
0.97
|
|
$
2.28
|
|
$
(1.31)
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Due to
the closing of the merger with Topgolf on March 8, 2021, the
Company's results of operations in the first half of 2021 do not
include Topgolf's results for January and February, which in the
aggregate totaled $142.9 million in net revenues and a loss before
income taxes of $27.8 million.
|
(2) For the
purpose of calculating diluted EPS and in connection with the
adoption of ASU 2020-06 in January 2022, the Company excluded $1.6
million and $3.2 million of interest expense related to its
convertible notes from its calculation of net income, for the three
and six months ended June 30, 2022, respectively.
|
NON-GAAP RESULTS
Non-GAAP results exclude certain non-recurring and non-cash
adjustments as defined further below.
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2022
|
|
2021
|
|
Change
|
|
2022
|
|
2021(1)
|
|
Change
|
Net revenues
|
$ 1,115.7
|
|
$
913.6
|
|
$
202.1
|
|
$ 2,155.9
|
|
$ 1,565.2
|
|
$
590.7
|
Income from
operations
|
135.1
|
|
118.0
|
|
17.1
|
|
241.1
|
|
214.6
|
|
26.5
|
Other expense,
net
|
(19.5)
|
|
(27.0)
|
|
7.5
|
|
(41.6)
|
|
(32.5)
|
|
(9.1)
|
Income before income
taxes
|
115.6
|
|
91.0
|
|
24.6
|
|
199.5
|
|
182.1
|
|
17.4
|
Income tax
provision
|
22.1
|
|
20.5
|
|
1.6
|
|
35.1
|
|
35.0
|
|
0.1
|
Net income
|
$
93.5
|
|
$
70.5
|
|
$
23.0
|
|
$
164.4
|
|
$
147.1
|
|
$
17.3
|
Earnings per share -
diluted (2)
|
$
0.47
|
|
$
0.36
|
|
$
0.11
|
|
$
0.84
|
|
$
0.92
|
|
$
(0.08)
|
Adjusted
EBITDA
|
$
207.3
|
|
$
164.5
|
|
$
42.8
|
|
$
377.1
|
|
$
292.3
|
|
$
84.8
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Due to
the closing of the merger with Topgolf on March 8, 2021, the
Company's results of operations in the first half of 2021 do not
include Topgolf's results for January and February, which in the
aggregate totaled $142.9 million in net revenues and $2.3 million
in Adjusted EBITDA.
|
(2) For the
purpose of calculating diluted EPS and in connection with the
adoption of ASU 2020-06 in January 2022, the Company excluded $1.6
million and $3.2 million of interest expense related to its
convertible notes from its calculation of net income, for the three
and six months ended June 30, 2022, respectively.
|
Second Quarter 2022 Financial Highlights
(All
comparisons to prior periods are calculated on a year-over-year
basis.)
- Net revenues increased $202.1
million (or 22.1%), driven by a $78.3
million (or 24.1%) increase in the Topgolf segment, a
$50.6 million (or 12.6%) increase in
the Golf Equipment segment and a $73.2
million (or 39.2%) increase in the Active Lifestyle segment
(formerly named "Apparel, Gear and Other"). Changes in foreign
currency rates had a $38.6 million
negative impact on net revenues for the quarter ended June 30, 2022.
- GAAP income from operations increased $21.7 million (or 20.2%) and non-GAAP income from
operations increased $17.1 million
(or 14.5%), due to strong sales across all segments, product
categories and regions. While changes in foreign currency rates,
increased freight expense and other inflationary impacts put
pressure on operating margins, the Company was generally able to
offset these through the continued success of the Topgolf venues,
price increases and increased sales volumes and efficiencies,
resulting in an increase in operating income across all
segments.
- GAAP other expense decreased $10.7
million (or 34.1%) and non-GAAP other expense decreased
$7.5 million (or 27.8%), primarily
due to an increase in hedge gains related to the dollar
strengthening across most major currencies during the quarter, and
partially offset by an increase in interest expense related to
deemed landlord financing interest on additional Topgolf venues and
higher variable rates on the Company's term loans and asset-based
revolving credit facility.
- GAAP net income increased $13.7
million (or 14.9%) quarter over quarter, primarily due to
strong performance of the operating segments, partially offset by a
$15.8 million change in the Company's
tax valuation allowance. On a non-GAAP basis, which excludes the
change in the valuation allowance, amongst other items, non-GAAP
net income for the quarter ended June 30,
2022 was $93.5 million
compared to $70.5 million for the
same period in 2021.
- GAAP earnings per diluted common share was $0.53 for the quarter ended June 30, 2022, compared to $0.47 per diluted common share for the same
period in 2021. Non-GAAP earnings per diluted common share was
$0.47 for the quarter ended
June 30, 2022, compared to
$0.36 per diluted common share for
the same period in 2021. Weighted average diluted shares totaled
200.6 million shares for the quarter ended June 30, 2022, compared to 194.3 million shares
for the same period in 2021, an increase of 6.3 million shares. The
increased share count is primarily related to a change in
accounting guidance, which took effect on January 1, 2022, and requires the Company to
assume the full conversion of 14.7 million shares related to its
convertible notes in its weighted average diluted share
calculation.
- Adjusted EBITDA for the quarter ended June 30, 2022 increased $42.8 million, (or 26.0%), which consisted of a
$29.2 million increase from Topgolf
and a $13.6 million increase from the
non-Topgolf business, which includes continued investment in the
corporate functions.
SEGMENT RESULTS
The table below provides net revenues by segment for the three
and six months ended June 30, 2022
and 2021 (in millions):
SEGMENT NET
REVENUES
|
|
Reported Results for
the
|
|
Reported Results for
the
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2022
|
|
2021
|
|
Change
|
|
2022
|
|
2021(2)
|
|
Change
|
Topgolf
|
$
403.7
|
|
$
325.4
|
|
$
78.3
|
|
$
725.7
|
|
$
418.1
|
|
$
307.6
|
Golf
Equipment
|
451.9
|
|
401.3
|
|
50.6
|
|
919.9
|
|
778.1
|
|
141.8
|
Active Lifestyle
(1)
|
260.1
|
|
186.9
|
|
73.2
|
|
510.3
|
|
369.0
|
|
141.3
|
Total Segment Net
Revenues
|
$ 1,115.7
|
|
$
913.6
|
|
$
202.1
|
|
$ 2,155.9
|
|
$ 1,565.2
|
|
$
590.7
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) During
the second quarter of 2022, the Company changed the name of its
"Apparel, Gear, and Other" operating segment to "Active Lifestyle."
The segment name change had no impact on the composition of the
Company's segments or on previously reported financial position,
results of operations, cash flow or segment operating
results.
|
(2) Due to
the closing of the merger with Topgolf on March 8, 2021, the
Company's results of operations in the first half of 2021 do not
include Topgolf's revenues for January and February, which in the
aggregate totaled $142.9 million in net revenues.
|
The table below provides the breakout of segment operating
income for the three and six months ended June 30, 2022 and 2021 (in millions):
SEGMENT OPERATING
INCOME
|
|
Reported Results for
the
|
|
Reported Results for
the
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2022
|
|
2021
|
|
Change
|
|
2022
|
|
2021(1)
|
|
Change
|
Topgolf
|
$ 44.2
|
|
$ 24.2
|
|
$
20.0
|
|
$ 50.7
|
|
$ 28.2
|
|
$
22.5
|
% of segment
revenue
|
10.9 %
|
|
7.4 %
|
|
350
bps
|
|
7.0 %
|
|
6.7 %
|
|
30
bps
|
Golf
Equipment
|
100.3
|
|
98.1
|
|
2.2
|
|
201.1
|
|
183.0
|
|
18.1
|
% of segment
revenue
|
22.2 %
|
|
24.4 %
|
|
(220)
bps
|
|
21.9 %
|
|
23.5 %
|
|
(160)
bps
|
Active
Lifestyle
|
22.5
|
|
15.7
|
|
6.8
|
|
49.2
|
|
36.2
|
|
13.0
|
% of segment
revenue
|
8.7 %
|
|
8.4 %
|
|
30
bps
|
|
9.6 %
|
|
9.8 %
|
|
(20)
bps
|
Total segment operating
income
|
$ 167.0
|
|
$ 138.0
|
|
$
29.0
|
|
$ 301.0
|
|
$ 247.4
|
|
$
53.6
|
% of segment
revenue
|
15.0 %
|
|
15.1 %
|
|
(10)
bps
|
|
14.0 %
|
|
15.8 %
|
|
(180)
bps
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Due to
the closing of the merger with Topgolf on March 8, 2021, the
Company's results of operations in the first half of 2021 do not
include Topgolf's results for January and February, which in the
aggregate totaled $142.9 million in net revenues and a segment
operating loss of $18.1 million. Pro forma results including the
January and February 2021 revenues and segment operating loss would
result in a year-over-year increase of 60bps for the six month
Topgolf total segment operating income as a percent of segment
revenue.
|
Second Quarter 2022 Segment Highlights
(All comparisons to prior periods are calculated on a
year-over-year basis)
- Topgolf
-
- Contributed $403.7 million of
revenue and $44.2 million of segment
operating income in the second quarter of 2022, driven by strong
social and corporate events.
- Leverage from improved sales, operating efficiencies and
pricing in the venues continues to outpace any labor or input cost
pressures, with segment operating margin percent up 350 basis
points for the second quarter of 2022 versus last year for the same
period.
- Same venue sales in the second quarter of 2022 increased 7.9%
compared to the 2019 level for the same period.
- Opened two new owned and operated Topgolf venues in
El Segundo, California and
Philadelphia, Pennsylvania during
the second quarter of 2022.
- Golf Equipment
-
- Net revenue increased $50.6
million (or 12.6%) year-over-year, reflecting continued high
demand for golf clubs and golf balls, coupled with improved supply
and a restocking at retail.
- The Golf Equipment segment operating income increased
$2.2 million (or 2.2%), primarily due
to strong sales, which were partially offset by unfavorable foreign
currency impacts, increased freight expense and other inflationary
pressures which the Company was able to generally offset through
price increases, sales volume and efficiencies.
- Active Lifestyle
-
- Net revenue increased $73.2
million (or 39.2%) year-over-year, primarily driven by a
49.8% increase in apparel sales and a 29.0% increase in gear and
other sales. All four of the Company's Active Lifestyle brands,
TravisMathew, Jack Wolfskin, Callaway, and OGIO, saw double digit
year-over-year growth in the second quarter of 2022.
- Operating income for the Active Lifestyle segment increased
$6.8 million (or 43.3%)
year-over-year to $22.5 million in
the second quarter of 2022, primarily due to strong sales across
all Active Lifestyle brands, partially offset by unfavorable
foreign currency impacts, increased freight expense and other
inflationary pressures.
The following is a reconciliation of income before income taxes
to total segment operating income for the three and six months
ended June 30, 2022 and 2021 (in
millions):
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2022
|
|
2021
|
|
Change
|
|
2022
|
|
2021(1)
|
|
Change
|
Total segment operating
income:
|
$
167.0
|
|
$
138.0
|
|
$
29.0
|
|
$
301.0
|
|
$
247.4
|
|
$
53.6
|
Corporate costs and
expenses (2)
|
(38.0)
|
|
(30.7)
|
|
(7.3)
|
|
(77.7)
|
|
(64.0)
|
|
(13.7)
|
Income from
operations
|
129.0
|
|
107.3
|
|
21.7
|
|
223.3
|
|
183.4
|
|
39.9
|
Gain on Topgolf
investment
|
—
|
|
—
|
|
—
|
|
—
|
|
252.5
|
|
(252.5)
|
Interest
expense
|
(32.5)
|
|
(28.9)
|
|
(3.6)
|
|
(63.9)
|
|
(46.3)
|
|
(17.6)
|
Other
income
|
11.8
|
|
(2.5)
|
|
14.3
|
|
19.9
|
|
6.5
|
|
13.4
|
Income before income
taxes
|
$
108.3
|
|
$
75.9
|
|
$
32.4
|
|
$
179.3
|
|
$
396.1
|
|
$
(216.8)
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Due to
the closing of the merger with Topgolf on March 8, 2021, the
Company's results of operations in the first half of 2021 do not
include Topgolf's results for January and February, which in the
aggregate totaled a segment operating loss of $18.1 million and a
$27.8 million loss before income taxes.
|
(2) Includes
corporate overhead and certain non-recurring and non-cash items as
described in the schedules to this release.
|
2022 BUSINESS OUTLOOK
The 2022 projections set forth
below are based on the Company's best estimates at this time. They
include the estimated impact of certain factors, including (1)
ongoing impact of COVID-19, (2) changes in foreign currency rates,
and (3) freight costs and other inflationary pressures.
FULL YEAR 2022
OUTLOOK
|
(in
millions)
|
2022
Current
Estimate
|
|
2022
Previous
Estimate
|
|
2021 Reported
Results (1)
|
|
2021 Pro Forma
Results (1)
|
Net revenues
|
$3,945 -
$3,970
|
|
$3,935 -
$3,970
|
|
$3,133
|
|
$3,276
|
Adjusted
EBITDA
|
$555 - $565
|
|
$535 - $555
|
|
$445
|
|
$448
|
|
|
|
|
|
|
|
|
(1) Due to
the timing of the Topgolf merger on March 8, 2021, Callaway's
reported full year financial results for 2021 only include
approximately ten months of Topgolf results and therefore do not
include January and February results, which were in the aggregate
$142.9 million in revenue and $2.3 million in Adjusted EBITDA and
are included in the pro forma results above.
|
Net Revenues: The Company currently estimates that
its full year 2022 net revenue will be within the range of
$3,945 million - $3,970 million, which includes $129 million of negative foreign currency
impact. The full year 2022 net revenue estimate assumes
Topgolf segment revenue of approximately $1.56 billion, consistent with previous
guidance. It also assumes Golf Equipment segment revenue
growth of 12% or more, up from prior guidance of approximately 10%,
and the Active Lifestyle segment revenue reaching approximately
$1 billion, consistent with previous
guidance. On a consolidated basis, 2022 full year revenue is
estimated to increase over 20% compared to 2021.
Adjusted EBITDA: The Company is increasing its full
year 2022 Adjusted EBITDA guidance to $555
million - $565 million, an
increase of $15 million at the
midpoint of guidance compared to prior guidance driven by increases
in both the Golf Equipment and Topgolf segments. The full year 2022
Adjusted EBITDA guidance estimate for the Topgolf segment is
$235 million - $245 million. On a consolidated basis, at the
midpoint of guidance, 2022 full year Adjusted EBITDA is estimated
to increase by $100 million compared
to 2021.
SECOND HALF 2022
OUTLOOK
|
(in
millions)
|
2022
Estimate
|
|
2021
Results
|
Net Revenues
|
$1,790 -
$1,815
|
|
$1,568
|
Adjusted
EBITDA
|
$178 - $188
|
|
$153
|
Net Revenues: The Company currently estimates that
its second half 2022 net revenue will be within the range of
$1,790 million - $1,815 million, which includes $69 million of negative foreign currency
impact. This represents an increase in each of our operating
segments and on a consolidated basis represents an approximate 15%
increase in revenue over 2021 for the second half.
We expect total Company third quarter net revenue to increase
approximately 11% to $940 million -
$955 million, which includes
$42 million of negative foreign
currency impact, compared to net revenues of $856 million in the third quarter of 2021. Given
the second half launch timing of golf equipment products in 2022
versus 2021, net revenue for the golf equipment segment is expected
to be down mid-to-high single digits in the third quarter but is
expected to increase double digits in the fourth quarter, resulting
in growth of 12% or more for the full year. The other two
segments are expected to grow by double digits in both the third
and fourth quarters.
Adjusted EBITDA: The Company currently estimates
that its second half 2022 Adjusted EBITDA will be within the range
of $178 million - $188 million compared to $153 million in the second half of 2021. Given
foreign exchange headwinds and difference in timing of new golf
equipment product launches compared to 2021, the Company expects
consolidated Adjusted EBITDA to decrease in the third quarter but
increase in the fourth quarter. Third quarter Adjusted EBITDA is
estimated to be between $122 -
$132 million in 2022 compared to
$139 million in 2021. The Company
expects that Adjusted EBITDA will increase significantly in the
fourth quarter of 2022 compared to 2021, resulting in an overall
20% increase in Adjusted EBITDA in the second half of 2022.
ADDITIONAL INFORMATION AND DISCLOSURES
Conference
Call and Webcast
The Company will be holding a conference
call at 2:00 p.m. Pacific time today,
August 4, 2022, to discuss the
Company's financial results, outlook and business. The call will be
broadcast live over the Internet and can be accessed at
http://ir.callawaygolf.com/. A replay of the conference call will
be available approximately two hours after the call ends, and will
remain available through 9:00 p.m. Pacific
time on August 11, 2022. The
replay may be accessed through the Internet at
http://ir.callawaygolf.com/.
Non-GAAP Information
The GAAP results contained in
this press release and the financial statement schedules attached
to this press release have been prepared in accordance with
accounting principles generally accepted in the United States of America ("GAAP"). To
supplement the GAAP results, the Company has provided certain
non-GAAP financial information as follows:
Constant Currency Basis. The Company provided certain
information regarding the Company's financial results or projected
financial results on a "constant currency basis." This information
estimates the impact of changes in foreign currency rates on the
translation of the Company's current or projected future period
financial results as compared to the applicable comparable period.
This impact is derived by taking the current or projected local
currency results and translating them into U.S. dollars based upon
the foreign currency exchange rates for the applicable comparable
period. It does not include any other effect of changes in foreign
currency rates on the Company's results or business.
Non-Recurring and Non-cash Adjustments. The Company
provided information excluding certain non-cash amortization and
depreciation of intangibles and other assets related to the
Company's acquisitions, IT integration and implementation costs
associated with new ERP systems for certain new subsidiaries and
impairment charges related to the suspension of the Jack Wolfskin
business in Russia in 2022,
non-cash amortization of the debt discount related to the Company's
convertible notes in 2021, acquisition and other non-recurring
items (including integration costs and a $252.5 million non-cash gain in 2021 resulting
from the Company's pre-merger equity position in Topgolf), and
changes in the Company's non-cash valuation allowance recorded
against certain of the Company's deferred tax assets as a result of
the Topgolf merger.
Adjusted EBITDA. The Company provides information about
its results excluding interest, taxes, depreciation and
amortization expenses, non-cash stock compensation expense,
non-cash lease amortization expense, and the non-recurring and
non-cash items referenced above.
In addition, the Company has included in the schedules attached
to this release a reconciliation of certain non-GAAP information to
the most directly comparable GAAP information. The non-GAAP
information presented in this release and related schedules should
not be considered in isolation or as a substitute for any measure
derived in accordance with GAAP. The non-GAAP information may also
be inconsistent with the manner in which similar measures are
derived or used by other companies. Management uses such non-GAAP
information for financial and operational decision-making purposes
and as a means to evaluate period-over-period comparisons and in
forecasting the Company's business going forward. Management
believes that the presentation of such non-GAAP information, when
considered in conjunction with the most directly comparable GAAP
information, provides additional useful comparative information for
investors in their assessment of the underlying performance of the
Company's business with regard to these items. The Company has
provided reconciling information in the attached schedules.
For forward-looking Adjusted EBITDA information provided in
this release, reconciliation of such forward-looking Adjusted
EBITDA to the most closely comparable GAAP financial measure (net
income) is not provided because the Company is unable to provide
such reconciliation without unreasonable efforts. The inability to
provide a reconciliation is because the Company is currently unable
to predict with a reasonable degree of certainty the type and
extent of certain items that would be expected to impact net income
in the future but would not impact Adjusted EBITDA. These items may
include certain non-cash depreciation, which will fluctuate based
on the Company's level of capital expenditures, non-cash
amortization of intangibles related to the Company's acquisitions,
income taxes, which can fluctuate based on changes in the other
items noted and/or future forecasts, and other non-recurring costs
and non-cash adjustments. Historically, the Company has excluded
these items from Adjusted EBITDA. The Company currently expects to
continue to exclude these items in future disclosures of Adjusted
EBITDA and may also exclude other items that may arise. The events
that typically lead to the recognition of such adjustments are
inherently unpredictable as to if or when they may occur, and
therefore actual results may differ materially. This unavailable
information could have a significant impact on net income.
Definitions
Same venue sales. Callaway defines
same venue sales for its Topgolf business as sales for the
comparable venue base, which is defined as the number of
Company-operated venues with at least 24 full fiscal months of
operations in the year of comparison.
Forward-Looking Statements
Statements used in this press release that relate to future
plans, events, financial results, performance, prospects, or growth
opportunities, including statements relating to the Company's (and
its segments') third quarter, second half and full year 2022
guidance (including net revenue, same venue sales, Adjusted EBITDA
and Topgolf segment Adjusted EBITDA), continued impact of the
COVID-19 pandemic on the Company's business and the Company's
ability to improve and recover from such impact, impact of any
measures taken to mitigate the effect of the pandemic, strength and
demand of the Company's products and services, continued brand
momentum, demand for golf and outdoor activities and apparel,
continued investments in the business, increases in shareholder
value, post-pandemic consumer trends and behavior, future industry
and market conditions, pricing of products and services, foreign
currency effects and their impacts, impacts of inflation and
freight and other supply challenges, and statements of belief and
any statement of assumptions underlying any of the foregoing, are
forward-looking statements as defined under the Private Securities
Litigation Reform Act of 1995. The words "believe," "expect,"
"estimate," "could," "should," "intend," "may," "plan," "seek,"
"anticipate," "project" and similar expressions, among others,
generally identify forward-looking statements, which speak only as
of the date the statements were made and are not guarantees of
future performance. These statements are based upon current
information and expectations. Accurately estimating the
forward-looking statements is based upon various risks and
unknowns, including disruptions to business operations from
additional regulatory restrictions in response to the COVID-19
pandemic (such as travel restrictions, government-mandated
shut-down orders or quarantines) or voluntary "social distancing"
that affects employees, customers and suppliers; costs, expenses or
difficulties related to the merger with Topgolf, including the
integration of the Topgolf business; failure to realize the
expected benefits and synergies of the Topgolf merger in the
expected timeframes or at all; production delays, closures of
manufacturing facilities, retail locations, warehouses and supply
and distribution chains; staffing shortages as a result of remote
working requirements or otherwise; uncertainty regarding global
economic conditions, particularly the uncertainty related to the
duration and ongoing impact of the COVID-19 pandemic, and related
decreases in customer demand/spending and ongoing increases in
operating and freight costs; global supply chain constraints and
challenges (including, without limitation, as a result of any
prolonged shutdown in China); the
Company's level of indebtedness; continued availability of credit
facilities and liquidity and ability to comply with applicable debt
covenants; effectiveness of capital allocation and cost/expense
reduction efforts; continued brand momentum and product success;
growth in the direct-to-consumer and e-commerce channels; ability
to realize the benefits of the continued investments in the
Company's business; consumer acceptance of and demand for the
Company's and its subsidiaries' products and services; cost of
living and inflationary pressures; any changes in U.S. trade, tax
or other policies, including restrictions on imports or an increase
in import tariffs; future consumer discretionary purchasing
activity, which can be significantly adversely affected by
unfavorable economic or market conditions; future retailer
purchasing activity, which can be significantly negatively affected
by adverse industry conditions and overall retail inventory levels;
and future changes in foreign currency exchange rates and the
degree of effectiveness of the Company's hedging programs. Actual
results may differ materially from those estimated or anticipated
as a result of these risks and unknowns or other risks and
uncertainties, including the effect of terrorist activity, armed
conflict, natural disasters or pandemic diseases, including
expanded outbreak of COVID-19 and its variants, on the economy
generally, on the level of demand for the Company's and its
subsidiaries' products and services or on the Company's ability to
manage its operations, supply chain and delivery logistics in such
an environment; delays, difficulties or increased costs in the
supply of components or commodities needed to manufacture the
Company's products or in manufacturing the Company's products; and
a decrease in participation levels in golf generally, during or as
a result of the COVID-19 pandemic. For additional information
concerning these and other risks and uncertainties that could
affect these statements and the Company's business, see the
Company's Annual Report on Form 10-K for the year ended
December 31, 2021 as well as other
risks and uncertainties detailed from time to time in the Company's
reports on Forms 10-Q and 8-K subsequently 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.
About Callaway Golf Company
Callaway Golf Company (NYSE: ELY) is an unrivaled,
tech-enabled modern golf and active lifestyle company delivering
leading golf equipment, apparel and entertainment, with a portfolio
of global brands including Callaway Golf, Topgolf, Odyssey, OGIO,
TravisMathew and Jack Wolfskin. Through an unwavering commitment to
innovation, Callaway manufactures and sells premium golf clubs,
golf balls, golf and lifestyle bags, golf and lifestyle apparel and
other accessories, and provides world-class golf entertainment
experiences through Topgolf, its wholly-owned subsidiary. For more
information please visit www.callawaygolf.com, www.topgolf.com,
www.odysseygolf.com, www.OGIO.com, www.travismathew.com, and
www.jack-wolfskin.com.
Investor Contacts
Brian
Lynch
Lauren Scott
(760) 931-1771
invrelations@callawaygolf.com
CALLAWAY GOLF
COMPANY
CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
|
|
|
June 30,
2022
|
|
December 31, 2021
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
178.3
|
|
$
352.2
|
Restricted
Cash
|
0.6
|
|
1.2
|
Accounts receivable,
net
|
376.0
|
|
105.3
|
Inventories
|
604.0
|
|
533.5
|
Other current
assets
|
182.8
|
|
173.5
|
Total current
assets
|
1,341.7
|
|
1,165.7
|
Property, plant and
equipment, net
|
1,600.1
|
|
1,451.4
|
Operating lease
right-of-use assets, net
|
1,425.9
|
|
1,384.5
|
Goodwill and intangible
assets, net
|
3,489.9
|
|
3,488.7
|
Other assets
|
298.6
|
|
257.5
|
Total
assets
|
$
8,156.2
|
|
$
7,747.8
|
LIABILITIES AND SHAREHOLDERS'
EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts payable and
accrued expenses
|
$
531.8
|
|
$
491.2
|
Accrued employee
compensation and benefits
|
112.4
|
|
128.9
|
Asset-based credit
facilities
|
98.9
|
|
9.1
|
Operating lease
liabilities, short-term
|
70.2
|
|
72.3
|
Construction
advances
|
85.8
|
|
22.9
|
Deferred
revenue
|
91.8
|
|
93.9
|
Other current
liabilities
|
45.4
|
|
47.7
|
Total current
liabilities
|
1,036.3
|
|
866.0
|
Long-term debt,
net
|
1,067.4
|
|
1,025.3
|
Long-term operating
leases
|
1,450.0
|
|
1,385.4
|
Deemed landlord
financing obligations
|
504.6
|
|
460.6
|
Deferred tax
liability
|
119.3
|
|
163.6
|
Long-term
liabilities
|
188.4
|
|
164.0
|
Total shareholders'
equity
|
3,790.2
|
|
3,682.9
|
Total liabilities and
shareholders' equity
|
$
8,156.2
|
|
$
7,747.8
|
CALLAWAY GOLF
COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
|
|
|
|
Three Months Ended June 30,
|
|
|
2022
|
|
2021
|
Net
revenues:
|
|
|
|
|
Products
|
|
$
716.6
|
|
$
591.4
|
Services
|
|
399.1
|
|
322.2
|
Total net
revenues
|
|
1,115.7
|
|
913.6
|
Costs and
expenses:
|
|
|
|
|
Cost of
products
|
|
400.0
|
|
315.0
|
Cost of services,
excluding depreciation and amortization
|
|
49.1
|
|
42.8
|
Other venue
expenses
|
|
262.2
|
|
202.3
|
Selling, general and
administrative expense
|
|
252.6
|
|
221.1
|
Research and
development expense
|
|
18.7
|
|
20.3
|
Venue pre-opening
costs
|
|
4.1
|
|
4.8
|
Total costs and
expenses
|
|
986.7
|
|
806.3
|
Income from
operations
|
|
129.0
|
|
107.3
|
Interest expense,
net
|
|
(32.5)
|
|
(28.9)
|
Other income/(expense),
net
|
|
11.8
|
|
(2.5)
|
Income before income
taxes
|
|
108.3
|
|
75.9
|
Income tax
provision/(benefit)
|
|
2.9
|
|
(15.8)
|
Net income
|
|
$
105.4
|
|
$
91.7
|
|
|
|
|
|
Earnings per common
share:
|
|
|
|
|
Basic
|
|
$0.57
|
|
$0.50
|
Diluted
|
|
$0.53
|
|
$0.47
|
Weighted-average common
shares outstanding:
|
|
|
|
|
Basic
|
|
184.7
|
|
185.2
|
Diluted
|
|
200.6
|
|
194.3
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
2022
|
|
2021
|
Net
revenues:
|
|
|
|
|
Products
|
|
$
1,439.0
|
|
$
1,151.3
|
Services
|
|
716.9
|
|
413.9
|
Total net
revenues
|
|
2,155.9
|
|
1,565.2
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
Cost of
products
|
|
811.8
|
|
625.6
|
Cost of services,
excluding depreciation and amortization
|
|
88.1
|
|
53.8
|
Other venue
expenses
|
|
492.6
|
|
267.7
|
Selling, general and
administrative expense
|
|
495.7
|
|
395.0
|
Research and
development expense
|
|
36.2
|
|
33.0
|
Venue pre-opening
costs
|
|
8.2
|
|
6.7
|
Total costs and
expenses
|
|
1,932.6
|
|
1,381.8
|
Income from
operations
|
|
223.3
|
|
183.4
|
Interest expense,
net
|
|
(63.9)
|
|
(46.3)
|
Gain on Topgolf
investment
|
|
—
|
|
252.5
|
Other income,
net
|
|
19.9
|
|
6.5
|
Income before income
taxes
|
|
179.3
|
|
396.1
|
Income tax (benefit)
provision
|
|
(12.8)
|
|
31.9
|
Net income
|
|
$
192.1
|
|
$
364.2
|
|
|
|
|
|
Earnings per common
share:
|
|
|
|
|
Basic
|
|
$1.04
|
|
$2.40
|
Diluted
|
|
$0.97
|
|
$2.28
|
Weighted-average common
shares outstanding:
|
|
|
|
|
Basic
|
|
184.9
|
|
151.5
|
Diluted
|
|
200.7
|
|
159.6
|
The Company completed
its merger with Topgolf on March 8, 2021 and has included the
results of operations for Topgolf in its consolidated statements of
operations from that date forward.
|
CALLAWAY GOLF
COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
(In millions)
(Unaudited)
|
|
|
Six Months Ended
June 30,
|
|
2022
|
|
2021
|
Cash flows from
operating activities:
|
|
|
|
Net income
|
$
192.1
|
|
$
364.2
|
Adjustments to
reconcile net income to net cash (used in) provided by operating
activities:
|
|
|
|
Depreciation and amortization
|
91.4
|
|
63.5
|
Lease
amortization expense
|
42.2
|
|
26.9
|
Amortization of debt discount and issuance costs
|
4.9
|
|
9.1
|
Deferred
taxes, net
|
(11.3)
|
|
28.1
|
Non-cash share-based
compensation
|
27.0
|
|
15.6
|
Gain on
Topgolf investment
|
—
|
|
(252.5)
|
Acquisition costs
|
—
|
|
(16.2)
|
Other
|
5.1
|
|
(4.9)
|
Changes in assets and
liabilities
|
(399.5)
|
|
(133.3)
|
Net cash (used in)
provided by operating activities
|
(48.1)
|
|
100.5
|
|
|
|
|
Cash flows from
investing activities:
|
|
|
|
Cash acquired in
merger
|
—
|
|
171.3
|
Capital
expenditures
|
(243.0)
|
|
(120.8)
|
Net cash (used in)
provided by investing activities
|
(243.0)
|
|
50.5
|
|
|
|
|
Cash flows from
financing activities:
|
|
|
|
Repayments of
long-term debt
|
(82.3)
|
|
(12.0)
|
Proceeds from
borrowings on long-term debt
|
60.0
|
|
—
|
Proceeds from
(repayments of) credit facilities, net
|
95.4
|
|
(110.8)
|
Debt issuance
cost
|
—
|
|
(5.4)
|
Payment on contingent
earn-out obligation
|
(5.6)
|
|
(3.6)
|
Repayments of
financing leases
|
(0.2)
|
|
(0.2)
|
Proceeds from lease
financing
|
88.9
|
|
24.8
|
Exercise of stock
options
|
0.1
|
|
18.4
|
Acquisition of
treasury stock
|
(34.5)
|
|
(12.5)
|
Net cash provided by
(used in) financing activities
|
121.8
|
|
(101.3)
|
Effect of exchange rate
changes on cash, cash equivalents and restricted cash
|
(5.5)
|
|
1.9
|
Net (decrease) increase
in cash, cash equivalents and restricted cash
|
(174.8)
|
|
51.6
|
Cash, cash equivalents
and restricted cash at beginning of period
|
357.7
|
|
366.1
|
Cash, cash equivalents
and restricted cash at end of period
|
$
182.9
|
|
$
417.7
|
Less: restricted
cash
|
(4.6)
|
|
(2.5)
|
Cash and cash
equivalents at end of period
|
$
178.3
|
|
$
415.2
|
CALLAWAY GOLF
COMPANY
Consolidated Net Revenues and Operating Segment
Information
(In millions)
(Unaudited)
|
|
|
|
Net Revenues by Product
Category
|
|
|
Three Months Ended
June 30,
|
|
Growth
|
|
Non-GAAP Constant Currency vs.
2021(1)
|
|
|
2022
|
|
2021
|
|
Dollars
|
|
Percent
|
|
Percent
|
Net
revenues:
|
|
|
|
|
|
|
|
|
|
|
Venues(2)
|
|
$
383.4
|
|
$
307.1
|
|
$
76.3
|
|
24.8 %
|
|
25.2 %
|
Topgolf other business
lines(2)
|
|
20.3
|
|
18.3
|
|
2.0
|
|
10.9 %
|
|
18.6 %
|
Golf Clubs
|
|
367.8
|
|
320.0
|
|
47.8
|
|
14.9 %
|
|
20.3 %
|
Golf Balls
|
|
84.1
|
|
81.3
|
|
2.8
|
|
3.4 %
|
|
6.4 %
|
Apparel
|
|
136.9
|
|
91.4
|
|
45.5
|
|
49.8 %
|
|
59.1 %
|
Gear, Accessories
& Other
|
|
123.2
|
|
95.5
|
|
27.7
|
|
29.0 %
|
|
37.4 %
|
Total net
revenues
|
|
$
1,115.7
|
|
$
913.6
|
|
$
202.1
|
|
22.1 %
|
|
26.3 %
|
|
|
|
|
|
|
|
|
|
|
|
(1) Calculated by applying 2021 exchange
rates to 2022 reported sales in regions outside the U.S.
|
(2) As of January 1, 2022, net revenue
related to corporate advertising sponsorships offered at Topgolf
venues will be included in the venues category. Previously, these
revenues were included in other Topgolf business lines. As a result
of the change, net revenue from venues and other Topgolf business
lines in the second quarter of 2021 was recast to conform with the
current period presentation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenues by Region
|
|
|
Three Months Ended
June 30,
|
|
Growth
|
|
Non-GAAP
Constant
Currency
vs. 2021(1)
|
|
|
2022
|
|
2021
|
|
Dollars
|
|
Percent
|
|
Percent
|
Net
revenues:
|
|
|
|
|
|
|
|
|
|
|
United
States
|
|
$
800.5
|
|
$
642.8
|
|
$
157.7
|
|
24.5 %
|
|
24.5 %
|
Europe
|
|
141.0
|
|
121.0
|
|
20.0
|
|
16.5 %
|
|
31.5 %
|
Asia
|
|
135.2
|
|
115.1
|
|
20.1
|
|
17.5 %
|
|
33.8 %
|
Rest of
world
|
|
39.0
|
|
34.7
|
|
4.3
|
|
12.4 %
|
|
17.3 %
|
Total net
revenues
|
|
$
1,115.7
|
|
$
913.6
|
|
$
202.1
|
|
22.1 %
|
|
26.3 %
|
|
|
|
|
|
|
|
|
|
|
|
(1) Calculated by applying 2021 exchange
rates to 2022 reported sales in regions outside the U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Segment Information
|
|
|
Three Months Ended
June 30,
|
|
Growth
|
|
Non-GAAP
Constant
Currency
vs. 2021(1)
|
|
|
2022
|
|
2021
|
|
Dollars
|
|
Percent
|
|
Percent
|
Net
revenues:
|
|
|
|
|
|
|
|
|
|
|
Topgolf
|
|
$
403.7
|
|
$
325.4
|
|
$
78.3
|
|
24.1 %
|
|
24.9 %
|
Golf
equipment
|
|
451.9
|
|
401.3
|
|
50.6
|
|
12.6 %
|
|
17.5 %
|
Active
Lifestyle
|
|
260.1
|
|
186.9
|
|
73.2
|
|
39.2 %
|
|
48.0 %
|
Total net
revenues
|
|
$
1,115.7
|
|
$
913.6
|
|
$
202.1
|
|
22.1 %
|
|
26.3 %
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating
income:
|
|
|
|
|
|
|
|
|
|
|
Topgolf
|
|
$
44.2
|
|
$
24.2
|
|
$
20.0
|
|
82.6 %
|
|
|
Golf
equipment
|
|
100.3
|
|
98.1
|
|
2.2
|
|
2.2 %
|
|
|
Active
Lifestyle
|
|
22.5
|
|
15.7
|
|
6.8
|
|
43.3 %
|
|
|
Total segment operating
income
|
|
167.0
|
|
138.0
|
|
29.0
|
|
21.0 %
|
|
|
Corporate G&A and
other(2)
|
|
(38.0)
|
|
(30.7)
|
|
(7.3)
|
|
23.8 %
|
|
|
Total operating
income
|
|
129.0
|
|
107.3
|
|
21.7
|
|
20.2 %
|
|
|
Interest expense,
net
|
|
(32.5)
|
|
(28.9)
|
|
(3.6)
|
|
12.5 %
|
|
|
Other expense,
net
|
|
11.8
|
|
(2.5)
|
|
14.3
|
|
(572.0 %)
|
|
|
Total income before
income taxes
|
|
$
108.3
|
|
$
75.9
|
|
$
32.4
|
|
42.7 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Calculated by applying 2021 exchange
rates to 2022 reported sales in regions outside the U.S.
|
(2) Amount includes corporate general
and administrative expenses not utilized by management in
determining segment profitability, in addition to amortization
expense of acquired intangible assets and depreciation and
amortization expense of the fair value adjustments on certain
assets acquired and liabilities assumed in connection with the
merger with Topgolf. The amount for 2022 also includes $1.7 million
of costs associated with the implementation of new IT systems for
Topgolf and Callaway, legal and credit agency fees related to a
postponed debt refinancing, in addition to expenses associated with
the suspension of the Jack Wolfskin retail operations in Russia due
to the Russia-Ukraine war. The amount for 2021 includes
transaction, transition, and other non-recurring costs associated
with the merger with Topgolf of $2.5 million, and costs associated
with the implementation of new IT systems for Jack
Wolfskin.
|
CALLAWAY GOLF
COMPANY
Consolidated Net Revenues and Operating Segment
Information
(In millions)
(Unaudited)
|
|
|
|
|
|
Net Revenues by Product
Category
|
|
|
Six Months Ended
June 30,
|
|
Growth
|
|
Non-GAAP
Constant
Currency
vs. 2021(1)
|
|
|
2022
|
|
2021
|
|
Dollars
|
|
Percent
|
|
Percent
|
Net
revenues:
|
|
|
|
|
|
|
|
|
|
|
Venues(2)
|
|
$
689.9
|
|
$
393.2
|
|
$
296.7
|
|
75.5 %
|
|
75.8 %
|
Topgolf other business
lines(2)
|
|
35.8
|
|
24.9
|
|
10.9
|
|
43.8 %
|
|
51.4 %
|
Golf Clubs
|
|
738.2
|
|
636.3
|
|
101.9
|
|
16.0 %
|
|
20.4 %
|
Golf Balls
|
|
181.7
|
|
141.8
|
|
39.9
|
|
28.1 %
|
|
30.8 %
|
Apparel
|
|
275.3
|
|
186.7
|
|
88.6
|
|
47.5 %
|
|
54.6 %
|
Gear, Accessories
& Other
|
|
235.0
|
|
182.3
|
|
52.7
|
|
28.9 %
|
|
35.2 %
|
Total net
revenues
|
|
$
2,155.9
|
|
$
1,565.2
|
|
$
590.7
|
|
37.7 %
|
|
41.6 %
|
|
|
|
|
|
|
|
|
|
|
|
(1) Calculated by applying 2021 exchange
rates to 2022 reported sales in regions outside the U.S.
|
(2) As of January 1, 2022, net revenue
related to corporate advertising sponsorships offered at Topgolf
venues will be included in the venues category. Previously, these
revenues were included in other Topgolf business lines. As a result
of the change, net revenue from venues and other Topgolf business
lines for the six months ending June 30, 2021 were recast to
conform with the current period presentation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenues by Region
|
|
|
Six Months Ended
June 30,
|
|
Growth
|
|
Non-GAAP
Constant
Currency
vs. 2021(1)
|
|
|
2022
|
|
2021
|
|
Dollars
|
|
Percent
|
|
Percent
|
Net
revenues:
|
|
|
|
|
|
|
|
|
|
|
United
States
|
|
$
1,509.9
|
|
$
1,031.0
|
|
$
478.9
|
|
46.5 %
|
|
46.5 %
|
Europe
|
|
275.8
|
|
229.3
|
|
46.5
|
|
20.3 %
|
|
31.8 %
|
Asia
|
|
293.9
|
|
239.1
|
|
54.8
|
|
22.9 %
|
|
35.8 %
|
Rest of
world
|
|
76.3
|
|
65.8
|
|
10.5
|
|
16.0 %
|
|
20.1 %
|
Total net
revenues
|
|
$
2,155.9
|
|
$
1,565.2
|
|
$
590.7
|
|
37.7 %
|
|
41.6 %
|
|
|
|
|
|
|
|
|
|
|
|
(1) Calculated by applying 2021 exchange
rates to 2022 reported sales in regions outside the U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Segment Information
|
|
|
Six Months Ended
June 30,
|
|
Growth/(Decline)
|
|
Non-GAAP
Constant
Currency
vs. 2021(1)
|
|
|
2022
|
|
2021
|
|
Dollars
|
|
Percent
|
|
Percent
|
Net
revenues:
|
|
|
|
|
|
|
|
|
|
|
Topgolf
|
|
$
725.7
|
|
$
418.1
|
|
$
307.6
|
|
73.6 %
|
|
74.4 %
|
Golf
Equipment
|
|
919.9
|
|
778.1
|
|
141.8
|
|
18.2 %
|
|
22.3 %
|
Active
Lifestyle
|
|
510.3
|
|
369.0
|
|
141.3
|
|
38.3 %
|
|
45.0 %
|
Total net
revenues
|
|
$
2,155.9
|
|
$
1,565.2
|
|
$
590.7
|
|
37.7 %
|
|
41.6 %
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating
income:
|
|
|
|
|
|
|
|
|
|
|
Topgolf
|
|
$
50.7
|
|
$
28.2
|
|
$
22.5
|
|
79.8 %
|
|
|
Golf
Equipment
|
|
201.1
|
|
183.0
|
|
18.1
|
|
9.9 %
|
|
|
Active
Lifestyle
|
|
49.2
|
|
36.2
|
|
13.0
|
|
35.9 %
|
|
|
Total segment operating
income
|
|
301.0
|
|
247.4
|
|
53.6
|
|
21.7 %
|
|
|
Corporate costs and
expenses(2)
|
|
(77.7)
|
|
(64.0)
|
|
(13.7)
|
|
21.4 %
|
|
|
Total operating
income
|
|
223.3
|
|
183.4
|
|
39.9
|
|
21.8 %
|
|
|
Gain on Topgolf
investment(3)
|
|
—
|
|
252.5
|
|
(252.5)
|
|
(100.0 %)
|
|
|
Interest expense,
net
|
|
(63.9)
|
|
(46.3)
|
|
(17.6)
|
|
38.0 %
|
|
|
Other income,
net
|
|
19.9
|
|
6.5
|
|
13.4
|
|
206.2 %
|
|
|
Total income before
income taxes
|
|
$
179.3
|
|
$
396.1
|
|
$
(216.8)
|
|
(54.7 %)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Calculated by applying 2021 exchange
rates to 2022 reported sales in regions outside the U.S.
|
(2) Amount includes corporate general
and administrative expenses not utilized by management in
determining segment profitability, in addition to amortization
expense of acquired intangible assets and depreciation and
amortization expense of the fair value adjustments on certain
assets acquired and liabilities assumed in connection with the
merger with Topgolf. The amount for 2022 also includes $2.0 million
of costs associated with the implementation of new IT systems for
Topgolf and Callaway, $2.9 million legal and credit agency fees
related to a postponed debt refinancing, in addition to charges of
$1.4 million associated with the suspension of the Jack Wolfskin
retail operations in Russia due to the Russia-Ukraine war. The
amount for 2021 also includes $18.7 million of transaction,
transition and other non-recurring costs associated with the merger
with Topgolf and costs associated with the implementation of new IT
systems for Jack Wolfskin.
|
(3) Amount represents a gain recorded to
write-up the Company's former investment in Topgolf to its fair
value in connection with the merger.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CALLAWAY GOLF
COMPANY
Supplemental Financial Information and Non-GAAP
Reconciliation
(In millions, except per share data)
(Unaudited)
|
|
|
Three Months Ended June 30,
|
|
2022
|
|
2021
|
|
GAAP
|
|
Non-Cash Amortization and
Depreciation(1)
|
|
Non-Recurring Items and Impairment
Charges(2)
|
|
Tax Valuation
Allowance(3)
|
|
Non-
GAAP
|
|
GAAP
|
|
Non-Cash Amortization, Depreciation
(1)
|
|
Non-Cash Amortization of Discount on Convertible
Notes(4)
|
|
Acquisition & Other Non-Recurring
Items(5)
|
|
Tax Valuation
Allowance(3)
|
|
Non-
GAAP
|
Net revenues
|
$
1,115.7
|
|
$
—
|
|
$
—
|
|
$
—
|
|
$
1,115.7
|
|
$ 913.6
|
|
$
—
|
|
$
—
|
|
$
—
|
|
$
—
|
|
$ 913.6
|
Total costs and
expenses
|
986.7
|
|
6.7
|
|
(0.6)
|
|
—
|
|
980.6
|
|
806.3
|
|
7.4
|
|
—
|
|
3.3
|
|
—
|
|
795.6
|
Income/(loss) from
operations
|
129.0
|
|
(6.7)
|
|
0.6
|
|
—
|
|
135.1
|
|
107.3
|
|
(7.4)
|
|
—
|
|
(3.3)
|
|
—
|
|
118.0
|
Other (expense)/income,
net
|
(20.7)
|
|
(0.9)
|
|
(0.3)
|
|
—
|
|
(19.5)
|
|
(31.4)
|
|
(1.5)
|
|
(2.6)
|
|
(0.3)
|
|
—
|
|
(27.0)
|
Income/(loss) before
income taxes
|
108.3
|
|
(7.6)
|
|
0.3
|
|
—
|
|
115.6
|
|
75.9
|
|
(8.9)
|
|
(2.6)
|
|
(3.6)
|
|
—
|
|
91.0
|
Income tax
(benefit)/provision
|
2.9
|
|
(1.8)
|
|
(0.5)
|
|
(16.9)
|
|
22.1
|
|
(15.8)
|
|
(2.1)
|
|
(0.6)
|
|
(0.9)
|
|
(32.7)
|
|
20.5
|
Net
income/(loss)
|
$ 105.4
|
|
$
(5.8)
|
|
$
0.8
|
|
$
16.9
|
|
$ 93.5
|
|
$
91.7
|
|
$
(6.8)
|
|
$
(2.0)
|
|
$
(2.7)
|
|
$
32.7
|
|
$ 70.5
|
Earnings/(loss) per
share - diluted(6)
|
$
0.53
|
|
$
(0.03)
|
|
$
0.01
|
|
$
0.08
|
|
$ 0.47
|
|
$
0.47
|
|
$
(0.03)
|
|
$
(0.01)
|
|
$
(0.02)
|
|
$
0.17
|
|
$ 0.36
|
Weighted-average shares
outstanding - diluted
|
200.6
|
|
200.6
|
|
200.6
|
|
200.6
|
|
200.6
|
|
194.3
|
|
194.3
|
|
194.3
|
|
194.3
|
|
194.3
|
|
194.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes non-cash amortization
expense of acquired intangible assets, depreciation expense related
to the fair value step-up of PP&E in connection with the merger
with Topgolf, as well as depreciation and amortization expense of
the fair value adjustments on certain assets acquired and
liabilities assumed in connection with the merger with
Topgolf.
|
(2) Includes IT integration and
implementation costs at Topgolf and Callaway and charges related to
the suspension of the Jack Wolfskin retail business in Russia due
to the Russia-Ukraine War.
|
(3) During the first quarter of
2021, the Company recognized a valuation allowance against certain
deferred tax assets as the result of the merger with Topgolf. The
Company completed an assessment of these deferred taxes and
released a portion of the valuation allowance for the three months
ended June 30, 2022 and 2021.
|
(4) Includes non-cash interest expense
related to the debt discount amortization of the convertible notes
issued in May 2020. In connection with the adoption of ASC 2020-06,
as of January 1, 2022, the Company no longer recognizes the
discount associated with the convertible notes, and as such, will
no longer recognize amortization expense in future
periods.
|
(5) Includes transaction and transition
costs related to the merger with Topgolf and IT implementation
expenses at Jack Wolfskin and Topgolf.
|
(6) In connection with the adoption of
ASU 2020-06 in January 2022, the Company excluded $1.6 million of
interest expense from net income related to its convertible notes
for the purposes of calculating diluted EPS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CALLAWAY GOLF
COMPANY
Supplemental Financial Information and Non-GAAP
Reconciliation
(In millions, except per share data)
(Unaudited)
|
|
|
Six months ended June 30,
|
|
2022
|
|
2021
|
|
GAAP
|
|
Non-Cash Amortization and
Depreciation(1)
|
|
Non-Recurring Items and Impairment
Charges(2)
|
|
Tax Valuation
Allowance(3)
|
|
Non-
GAAP
|
|
GAAP
|
|
Non-Cash Amortization, Depreciation
(1)
|
|
Non-Cash Amortization of Discount on Convertible
Notes(4)
|
|
Acquisition & Other Non-Recurring
Items(5)
|
|
Tax Valuation
Allowance(3)
|
|
Non-
GAAP
|
Net revenues
|
$
2,155.9
|
|
$
—
|
|
$
—
|
|
$
—
|
|
$
2,155.9
|
|
$
1,565.2
|
|
$
—
|
|
$
—
|
|
$
—
|
|
$
—
|
|
$
1,565.2
|
Total costs and
expenses
|
1,932.6
|
|
11.5
|
|
6.3
|
|
—
|
|
1,914.8
|
|
1,381.8
|
|
11.0
|
|
—
|
|
20.2
|
|
—
|
|
1,350.6
|
Income/(loss) from
operations
|
223.3
|
|
(11.5)
|
|
(6.3)
|
|
—
|
|
241.1
|
|
183.4
|
|
(11.0)
|
|
—
|
|
(20.2)
|
|
—
|
|
214.6
|
Other (expense)/income,
net
|
(44.0)
|
|
(1.8)
|
|
(0.6)
|
|
—
|
|
(41.6)
|
|
212.7
|
|
(1.8)
|
|
(5.1)
|
|
252.1
|
|
—
|
|
(32.5)
|
Income/(loss) before
income taxes
|
179.3
|
|
(13.3)
|
|
(6.9)
|
|
—
|
|
199.5
|
|
396.1
|
|
(12.8)
|
|
(5.1)
|
|
231.9
|
|
—
|
|
182.1
|
Income tax
(benefit)/provision
|
(12.8)
|
|
(3.2)
|
|
(1.3)
|
|
(43.4)
|
|
35.1
|
|
31.9
|
|
(3.1)
|
|
(1.2)
|
|
(5.0)
|
|
6.2
|
|
35.0
|
Net
income/(loss)
|
$ 192.1
|
|
$
(10.1)
|
|
$
(5.6)
|
|
$
43.4
|
|
$ 164.4
|
|
$ 364.2
|
|
$
(9.7)
|
|
$
(3.9)
|
|
$
236.9
|
|
$
(6.2)
|
|
$ 147.1
|
Earnings/(loss) per
share - diluted(6)
|
$
0.97
|
|
$
(0.05)
|
|
$
(0.03)
|
|
$
0.21
|
|
$ 0.84
|
|
$
2.28
|
|
$
(0.06)
|
|
$
(0.02)
|
|
$
1.48
|
|
$
(0.04)
|
|
$ 0.92
|
Weighted-average shares
outstanding - diluted
|
200.7
|
|
200.7
|
|
200.7
|
|
200.7
|
|
200.7
|
|
159.6
|
|
159.6
|
|
159.6
|
|
159.6
|
|
159.6
|
|
159.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes non-cash amortization
expense of acquired intangible assets, in addition to depreciation
and amortization expense of the fair value adjustments on certain
assets acquired and liabilities assumed in connection with the
merger with Topgolf.
|
(2) Includes IT integration and
implementation costs at Topgolf, legal and credit agency fees
related to a postponed debt refinancing, and charges related to the
suspension of the Jack Wolfskin retail business in Russia due to
the Russia-Ukraine War.
|
(3) During the first quarter of 2021,
the Company recognized a valuation allowance against certain
deferred tax assets as the result of the merger with Topgolf. The
Company completed an assessment of these deferred taxes and
released a portion of the valuation allowance for the six months
ended June 30, 2022 and 2021.
|
(4) Includes non-cash interest expense
related to the debt discount amortization of the convertible notes
issued in May 2020. In connection with the adoption of ASC 2020-06,
as of January 1, 2022, the Company derecognized the discount
associated with the convertible notes, and as such, will no longer
recognize amortization expense in future periods.
|
(5) Acquisition and other non-recurring
items in 2021 include transaction, transition and other
non-recurring costs associated with the merger with Topgolf
completed on March 8, 2021, the recognition of a $252.5 million
gain on the Company's pre-merger investment in Topgolf, and
expenses related to the implementation of new IT systems for Jack
Wolfskin.
|
(6) In connection with the adoption of
ASU 2020-06 in January 2022, the Company excluded $3.2 million of
interest expense from net income related to its convertible notes
for the purposes of calculating diluted EPS.
|
|
CALLAWAY GOLF
COMPANY
Non-GAAP Reconciliation and Supplemental Financial
Information
(In millions)
(Unaudited)
|
|
|
|
|
|
2022 Trailing Twelve Month Adjusted
EBITDA
|
|
2021 Trailing Twelve Month Adjusted
EBITDA
|
|
Quarter Ended
|
|
Quarter Ended
|
|
September 30,
|
|
December 31,
|
|
March 31,
|
|
June 30,
|
|
|
|
September 30,
|
|
December 31,
|
|
March 31,
|
|
June 30,
|
|
|
|
2021
|
|
2021
|
|
2022
|
|
2022
|
|
Total
|
|
2020
|
|
2020
|
|
2021
|
|
2021
|
|
Total
|
Net income
(loss)
|
$
(16.0)
|
|
$
(26.2)
|
|
$
86.7
|
|
$
105.4
|
|
$
149.9
|
|
$
52.4
|
|
$
(40.6)
|
|
$
272.5
|
|
$
91.7
|
|
$
376.0
|
Interest expense,
net
|
28.7
|
|
40.5
|
|
31.4
|
|
32.5
|
|
133.1
|
|
12.7
|
|
12.9
|
|
17.5
|
|
28.9
|
|
72.0
|
Income tax provision
(benefit)
|
66.2
|
|
(69.4)
|
|
(15.7)
|
|
2.9
|
|
(16.0)
|
|
5.4
|
|
(7.1)
|
|
47.7
|
|
(15.8)
|
|
30.2
|
Depreciation and
amortization expense
|
44.4
|
|
47.9
|
|
42.5
|
|
48.9
|
|
183.7
|
|
10.3
|
|
10.8
|
|
20.3
|
|
43.3
|
|
84.7
|
Non-cash stock
compensation and stock warrant expense, net
|
10.8
|
|
12.0
|
|
14.5
|
|
11.6
|
|
48.9
|
|
3.3
|
|
2.9
|
|
4.6
|
|
11.0
|
|
21.8
|
Non-cash lease
amortization expense
|
2.8
|
|
7.7
|
|
3.5
|
|
6.6
|
|
20.6
|
|
(0.1)
|
|
—
|
|
0.8
|
|
2.1
|
|
2.8
|
Acquisitions &
other non-recurring costs, before taxes(1)
|
1.9
|
|
1.8
|
|
6.9
|
|
(0.6)
|
|
10.0
|
|
4.4
|
|
8.6
|
|
(235.6)
|
|
3.3
|
|
(219.3)
|
Adjusted EBITDA
|
$
138.8
|
|
$
14.3
|
|
$
169.8
|
|
$
207.3
|
|
$
530.2
|
|
$
88.4
|
|
$
(12.5)
|
|
$
127.8
|
|
$
164.5
|
|
$
368.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) In 2022, amounts include charges of
$1.4 million associated with the suspension of the Jack Wolfskin
retail operations in Russia due to the Russia-Ukraine war, $2.0
million in costs associated with the implementation of new IT
systems for Topgolf, and $2.9 million legal costs and credit agency
fees related to a postponed debt refinancing. In 2021, amounts
include the recognition of a $252.5 million gain on the Company's
pre-merger investment in Topgolf, as well as $21.2 million in
transaction, transition, and other non-recurring costs associated
with the merger with Topgolf, and $2.8 million in expenses related
to the implementation of new IT systems for Jack Wolfskin. In 2020,
amounts include transaction costs of $8.5 million related to the
merger with Topgolf, $1.7 million related to the Company's
transition to its new North America Distribution Center, and $1.1
million in IT implementation costs for Jack Wolfskin.
|
CALLAWAY GOLF
COMPANY
Topgolf Non-GAAP Reconciliation and Supplemental Financial
Information
(Unaudited)
(In millions)
|
|
|
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
June 30, 2022
|
|
June 30, 2021
|
|
|
|
|
Segment operating
income(1):
|
$
44.2
|
|
$
24.2
|
Depreciation and
amortization expense
|
32.0
|
|
27.1
|
Non-cash stock
compensation expense
|
4.5
|
|
4.2
|
Non-cash lease
amortization expense
|
6.6
|
|
2.1
|
Foreign
Currency
|
(1.0)
|
|
(0.5)
|
Adjusted segment EBITDA
|
$
86.3
|
|
$
57.1
|
|
|
|
|
(1) The Company does not calculate GAAP
net income at the operating segment level, but has provided
Topgolf's segment income from operations as a relevant measurement
of profitability. Segment income from operations does not
include interest expense and taxes as well as other non-cash and
non-recurring items. Segment operating income is reconciled to the
Company's consolidated pre-tax income in the Consolidated Net
Revenues and Operating Segment Information included in this
release.
|
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SOURCE Callaway Golf Company