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MarketScreener Homepage  >  Equities  >  Nyse  >  Callaway Golf Company    ELY

CALLAWAY GOLF COMPANY

(ELY)
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Callaway Golf : Topgolf Investor Conference Presentation

11/12/2020 | 12:21pm EST

A Closer Look at Topgolf's

Compelling Value Creation Potential

November 2020

1

DISCLAIMER

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "may," "should," "will," "could," "would," "anticipate," "plan,"

"believe," "project," "estimate," "expect," "strategy," "future," "likely," 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. Such forward-

looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Callaway and Topgolf, including the anticipated operations, financial position, liquidity, performance, prospects or growth and scale opportunities of

Callaway, Topgolf or the combined company, the strategies, prospects, plans, expectations or objectives of management of Callaway or Topgolf for future operations of the combined company, any statements regarding the approval and closing of the merger, including the need

for stockholder approval and the satisfaction of closing conditions, and statements of belief and any statement of assumptions underlying any of the foregoing.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-

looking statements. These risks, uncertainties and other factors relate to, among others: risks and uncertainties related to our pending merger with Topgolf, including the failure to obtain, or delays in obtaining, required stockholder approval or regulatory approval, the risk that such

approval may result in the imposition of conditions that could adversely affect Callaway or the expected benefits of the proposed transaction, any termination fee that may be payable by Callaway pursuant to the terms of the merger agreement, or the failure to satisfy any of the

closing conditions to the proposed transaction on a timely basis or at all; 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 proposed transaction in the

expected timeframes or at all; the potential impact of the announcement, pendency or consummation of the proposed transaction on relationships with Callaway's and/or Topgolf's employees, customers, suppliers and other business partners; the risk of litigation or regulatory

actions to Callaway and/or Topgolf; inability to retain key personnel; changes in legislation or government regulations affecting Callaway and/or Topgolf; uncertainty of the duration, scope and impact of COVID-19; a further spread or worsening of COVID-19; any further regulatory

actions taken in response to COVID-19, including the future shutdown of or restrictions on Callaway's or Topgolf's retail locations, venues, distribution centers, manufacturing plants or other facilities; the effectiveness of Callaway's or Topgolf's protective gear, social distancing

guidelines, and other preventive or safety measures; disruptions to business operations of Callaway and Topgolf as a result of COVID-19, including disruptions to business operations from travel restrictions, government-mandated or voluntary shut-down orders or quarantines, or

voluntary "social distancing" that affects employees, customers and suppliers; continued growth, momentum and opportunities in the golf industry; 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 impact of the COVID-19 pandemic, and related decreases in customer demand and spending; and

economic, financial, social or political conditions that could adversely affect Callaway, Topgolf or the proposed transaction.

The foregoing list is not exhaustive. For additional information concerning these and other risks and uncertainties that could affect these statements, the golf industry, and Callaway's business, see Callaway's Annual Report on Form 10-K for the year ended December 31, 2019 as

well as other risks and uncertainties detailed from time to time in Callaway's reports on Forms 10-Q and 8-K subsequently filed with the SEC, including the proxy statement/prospectus/consent solicitation that will be included in the registration statement on Form S-4 that will be

filed with the SEC in connection with the proposed transaction. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Callaway undertakes no obligation to republish revised forward-looking statements to

reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Regulation G

In addition, in order to assist you with period-over-period comparisons on a consistent and comparable basis, today's presentation includes certain non-GAAP information. With respect to Callaway Golf Company, this information excludes certain non-cash amortization of

intangibles and other assets related to the Company's acquisitions, non-recurring transaction and transition costs associated with the acquisition of Jack Wolfskin, including banker's fees, legal fees, consulting and travel expenses, audit fees and valuations services, as well as

non-cash charges related to the valuation of acquired inventory, in addition to other non-recurring advisory fees, and non-cash amortization of the debt discount related to the Company's convertible notes. With respect to Topgolf International, Inc., this information excludes certain

venue closure costs, a regulatory settlement reserve, the remeasurement of a contingent earnout obligation, non-recurring consulting and legal expenses and the remeasurement of a stock-warrant liability. This non-GAAP information may include non-GAAP financial measures

within the meaning of Regulation G. These non-GAAP measures should not be considered 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 reconciliations of such non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP. The reconciliations are included in this presentation, which is available on the Investor

Relations section of the Company's website located at http://ir.callawaygolf.com/.

Additional Information and Where You Can Find It

Callaway Golf Company will file with the SEC a registration statement on Form S-4, which will include the proxy statement of Callaway Golf Company that also constitutes a prospectus of Callaway Golf Company and a consent solicitation statement of Topgolf International, Inc.

(the "proxy statement/prospectus/consent solicitation"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS/ CONSENT SOLICITATION, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC,

IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CALLAWAY GOLF COMPANY, TOPGOLF INTERNATIONAL, INC., THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and

stockholders will be able to obtain free copies of the proxy statement/prospectus/consent solicitation and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain

free copies of the proxy statement/prospectus/consent solicitation and other documents filed with the SEC on Callaway's website at https://www.callawaygolf.com (for documents filed with the SEC by Callaway).

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction

pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of

the Securities Act of 1933, as amended.

Participants in the Solicitation

Callaway, Topgolf, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Callaway in connection with the proposed transaction. Information regarding the persons who are, under the rules of the

SEC, participants in the solicitation of the stockholders of Callaway and Topgolf, respectively, in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy

statement/prospectus/consent solicitation when it is filed with the SEC. Information regarding Callaway's directors and executive officers is contained in Callaway's Annual Report on Form 10-K for the year ended December 31, 2019 and its Revised Definitive Proxy Statement on

2

Schedule 14A, dated March 27, 2020, which are filed with the SEC and can be obtained free of charge from the sources indicated above.

TODAY'S AGENDA

1. Callaway + Topgolf: Our Vision

  1. A Highly Complementary, Highly Attractive Combination
  2. Strength, Uniqueness and Potential of Topgolf
  3. The Topgolf Platform

Venues

International

Toptracer

Media

  1. Topgolf Financials
  2. Investment Summary

3

TODAY'S PRESENTERS

CHIP BREWER

BRIAN LYNCH

DOLF BERLE

WILLIAM DAVENPORT

CRAIG KESSLER

Chief Executive Officer

EVP, Chief Financial

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Officer

Venues

GENIFER GRAY

CHRIS CALLAWAY

BEN SHARPE

STEVE LANE

VP of Operations

Chief Development

President Toptracer

Vice-President

Officer

International Strategy

and Franchise 4 Management

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Callaway Golf Company published this content on 12 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 November 2020 17:20:07 UTC


© Publicnow 2020
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Financials (USD)
Sales 2020 1 552 M - -
Net income 2020 -106 M - -
Net Debt 2020 511 M - -
P/E ratio 2020 -24,3x
Yield 2020 0,07%
Capitalization 2 543 M 2 543 M -
EV / Sales 2020 1,97x
EV / Sales 2021 1,65x
Nbr of Employees 4 200
Free-Float 96,5%
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Short TermMid-TermLong Term
TrendsBullishBullishBullish
Income Statement Evolution
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Mean consensus BUY
Number of Analysts 10
Average target price 27,80 $
Last Close Price 27,00 $
Spread / Highest target 18,5%
Spread / Average Target 2,96%
Spread / Lowest Target -18,5%
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Oliver G. Brewer President, Chief Executive Officer & Director
John F. Lundgren Chairman
Mark F. Leposky Executive Vice President-Global Operations
Brian P. Lynch Chief Financial Officer & Executive Vice President
Alan Hocknell Senior Vice President-Research & Development
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