UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Topgolf Callaway Brands Corp. (Exact name of registrant as specified in its charter) Delaware 95-3797580 (State or other jurisdiction of in ...

First Quarter 2025 Earnings Conference Call May 12, 2025 IMPORTANT NOTICES Forward-looking Statements. During the presentation, any comments made about future plans, events, financial results, performance, prospects, or growth opportunities, including statements relating to the Company's financial outlook (including, among others, Company, Topgolf and core business revenues, same venue sales, the Non-GAAP Projections (as defined below), and capital expenditures), our plans to pursue a separation of the Topg ...

TOPGOLF CALLAWAY BRANDS ANNOUNCES FIRST QUARTER 2025 RESULTS HIGHLIGHTS CARLSBAD, CA /May 12, 2025/ Topgolf Callaway Brands Corp. (the "Company" or "Topgolf Callaway Brands", "we", "our", "us") (NYSE: MODG) announced its financial results for the first quarter ended March 31, 2025. "We are pleased with our first quarter results as we met or beat our plan in all segments of our business," commented Chip Brewer, President and CEO. "We are particularly pleased with the performance of our Golf Equipment busines ...

HIGHLIGHTS Q1 consolidated Net Revenue of $1,092 million and strong Adjusted EBITDA both outperformed expectations. Q1 Total Segment Operating Income increased 9.7%. The Company further strengthened its available liquidity position to $805 million, increasing by 12% year-over-year. The Company reaffirmed its consolidated full year Revenue and Adjusted EBITDA guidance (subject to adjustment pending the sale of its Jack Wolfskin business).CARLSBAD, Calif., May 12, 2025 /PRNewswire/ -- Topgolf Callaway Brands ...

In its upcoming report, Topgolf Callaway Brands (MODG) is predicted by Wall Street analysts to post quarterly loss of $0.04 per share, reflecting a decline of 144.4% compared to the same period last year. Revenues are forecasted to be $1.06 billion, representing a year-over-year decrease of 7.4%.The consensus EPS estimate for the quarter has been revised 3% lower over the last 30 days to the current level. This reflects how the analysts covering the stock have collectively reevaluated their initial estimate ...

CARLSBAD, Calif., May 5, 2025 /PRNewswire/ -- Topgolf Callaway Brands Corp. (the "Company" or "Topgolf Callaway Brands") (NYSE: MODG) announced today that it intends to release its first quarter 2025 financial results on Monday, May 12, 2025, after the market closes. Following the release, the Company's management team will hold a conference call to review the results and discuss the Company's business and outlook beginning at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). A live webcast and presentation ...

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CARLSBAD, Calif., April 10, 2025 /PRNewswire/ -- Topgolf Callaway Brands Corp. (NYSE: MODG) ("Topgolf Callaway Brands" or the "Company") announced that it has entered into an agreement to sell its Jack Wolfskin business to ANTA Sports for a base price of $290 million in cash, subject to net working capital and other customary adjustments. The transaction is expected to close in the late second quarter or early third quarter of 2025 and is subject to customary closing conditions, including receipt of certain ...

Topgolf Callaway (NYSE: NYSE: MODG ) has long been a powerhouse in the golf industry, blending tradition with modern entertainment. Yet, despite its strong brand recognition, the stock has recently underperformed, leaving many investors questioning its potential.I hold a B.Sc and M.Sc in Mechanical Engineering from one of Germany’s top universities. With over five years of experience in strategy and management consulting at industry-leading firms, I have worked across various sectors, helping businesses nav ...

Seasonal Sales Fluctuations - The company's golf equipment sales are significantly affected by seasonal fluctuations, with first-quarter sales representing initial sell-in to retailers for the new golf season [163]. - Apparel sales are also subject to seasonal demand, particularly for cold-weather products, which may decline in unseasonably warm years [164]. - Topgolf venues historically see higher revenue in the second and third quarters, with first and fourth quarters typically experiencing lower revenue due to cooler temperatures [165]. Supply Chain and Manufacturing Risks - A significant portion of the company's products is manufactured internationally, exposing it to risks associated with global operations and foreign currency fluctuations [173][176]. - The company engages in hedging activities to mitigate the impact of foreign currency fluctuations, but these activities may not eliminate all risks [178]. - Rising costs and availability issues for raw materials and components could materially affect the company's financial condition and results of operations [180][181]. - The company is dependent on a limited number of suppliers for golf club components, which may pose risks to its supply chain [173]. - The company relies on a limited number of suppliers for golf equipment, and the loss of any supplier could disrupt production and harm the business [189]. Management and Governance - The concentration of ownership among certain stockholders could influence corporate governance and strategic decisions [170][171]. - The management team's effectiveness is critical to the company's success, and the loss of key executives could adversely impact strategic goals [169]. Legal and Regulatory Compliance - The company is subject to various licensing and regulatory requirements for its venues, and failure to maintain these licenses could adversely affect operations and financial condition [186]. - The company may face legal challenges from guests or employees, which could result in significant financial liabilities and negative publicity [196]. - Compliance with evolving data privacy laws, such as the California Consumer Privacy Act (CCPA), adds complexity and potential legal risks, requiring significant resources for compliance [235]. - The company is subject to extensive federal, state, and local regulations, with non-compliance potentially leading to fines, legal actions, and reputational damage [230]. - The company faces risks related to compliance with economic sanctions and anti-bribery laws, which could result in significant penalties and adversely affect its business [239]. Financial Performance and Risks - The company faces difficulties in accurately forecasting product demand, which could lead to insufficient or excess manufacturing, adversely affecting financial performance [184]. - A fire at the Launch Technologies golf ball manufacturing plant in Taiwan in September 2023 required the company to shift supply to other facilities, potentially impacting operations [190]. - Disruptions in delivery and shipping services could lead to manufacturing delays and increased costs, adversely affecting business operations [192]. - Instances of food-borne illness could harm the company's brand and revenues, particularly if they occur at franchisee locations [193]. - The profitability of the venues business line is affected by the availability and cost of food commodities, which may fluctuate due to various uncontrollable factors [200]. - Historical strategies to offset inflation included gradual menu price increases and improved purchasing practices, but future pricing flexibility may be limited [201]. - A long-term contract with a single broadline distributor covers a substantial majority of food and beverage supplies, posing risks if the distributor fails to deliver [202]. - The company does not engage in futures contracts for price fluctuations in food commodities, limiting protection against price changes [203]. - The company incurs additional expenses related to compliance with regulations on conflict minerals, which could affect the supply and pricing of materials used in manufacturing products [238]. - The company is subject to various environmental, health, and safety laws, which could lead to substantial civil or criminal fines and impact its financial condition [240]. - The company has significant U.S. net operating loss carryforwards (NOLs) and tax credit carryforwards, but their utilization may be limited due to ownership changes, particularly following the Topgolf merger [249]. - The company’s effective income tax rate may be adversely affected by changes in tax laws and the mix of earnings in different jurisdictions [246]. Growth and Expansion Challenges - In 2023, the company acquired assets related to Swing Suite golf simulation technology and BigShots Golf business, which may pose integration challenges [182]. - Growth initiatives require significant capital investments, with no assurance of positive returns, potentially affecting margins and cash flows [212]. - The construction and opening of new Topgolf venues may be hindered by the availability of financing, which historically has been secured through third-party developers, potentially affecting growth prospects [257]. - The company may need to raise additional funds to execute its growth strategy, including the expansion of its Topgolf business, prior to its planned separation [256]. - The company faces risks in securing timely financing on favorable terms, which could impact operations, product development investments, and repayment of existing debt [258]. Separation and Market Risks - The planned separation of the business into Callaway and Topgolf is expected to be completed in the second half of 2025, but the timeline and benefits are uncertain [263]. - The separation may lead to challenges such as management distraction, unforeseen costs, and potential negative market reactions [264]. - Post-separation, Callaway may face increased susceptibility to market fluctuations and reduced purchasing power compared to when it was combined with Topgolf [266]. - If the separation does not qualify as a tax-free reorganization, significant tax liabilities could be incurred by both the company and its shareholders [268]. - The anticipated benefits of the separation, such as improved access to capital markets and focused management strategies, may not be fully realized [273]. - The terms of agreements with Topgolf may not reflect those that would have been achieved in arm's-length negotiations with unaffiliated third parties, potentially leading to less favorable conditions [275]. Cybersecurity and Information Systems - Complex information systems are critical for operations, and failures or cybersecurity incidents could disrupt business and adversely affect financial performance [204]. - A cybersecurity incident in August 2023 affected personal information of approximately one million customers, highlighting vulnerabilities in information systems [206]. - The company is exposed to market and credit risk from transactions involving derivative financial instruments [373]. Interest Rates and Financial Obligations - Increases in interest rates could raise the cost of servicing debt, adversely affecting profitability and cash flows, and complicating future financing efforts [259]. - The company’s obligations under its credit facilities could limit its operational flexibility and ability to make dividend payments if financial covenants are not met [254]. - A hypothetical 10% increase in interest rates would result in an incremental interest expense of approximately $4.3 million for the 12-month period ending December 31, 2024 [378]. Brand and Reputation Risks - Physical safety risks at venues, including violence and civil unrest, could negatively impact sales and overall business performance [185]. - The company faces risks from product liability and recalls, which could lead to significant costs and impact reputation and sales [210]. - Increased scrutiny regarding the company's environmental, social, and governance (ESG) practices could lead to additional costs and risks, affecting its reputation and stakeholder relationships [242]. - The company faces risks associated with unauthorized sales through "gray markets," which can undermine authorized distribution channels and harm its reputation [224].