Callaway Golf Company Investor Presentation

March 2022

IMPORTANT NOTICES

Forward-lookingStatements. During the presentation, any comments made about future plans, events, financial results, performance, prospects, or growth opportunities, including statements relating to the Company's and Topgolf's financial outlook (including revenue, Adjusted EBITDA/EBITDAR and capital expenditures), 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, benefits of strategic collaborations, increases in shareholder value, post-pandemic consumer trends and behavior, future industry and market conditions, the benefits of the Topgolf merger, including the anticipated operations, venue/bay expansion plans, financial position, liquidity, performance, prospects or growth and scale opportunities of the Company, Topgolf or the combined company, 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. These forward-looking statements are often characterized by the use of words such as "estimate," "expect," "anticipate," "project," "plan," "intend," "seek," "believe," "forecast," "foresee," "likely," "may," "should," "goal," "target," "might," "will," "could," "predict," "continue" and the negative or plural of these words and other comparable terminology. Such statements reflect the Company's best judgment as of the time made based on then current market trends and conditions. Actual results could differ materially from those as a result of certain risks, unknowns and uncertainties applicable to the Company and its business. For additional details 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 SEC from time to time. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Regulation G. 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. The Company provided information excluding certain non-cash amortization and depreciation of intangibles and other assets related to the Company's acquisitions (including an impairment charge of $174.3 million recorded in 2020), non-cash amortization of the debt discount related to the Company's convertible notes, acquisition and other non-recurring items (including a $253 million non-cash

gain in 2021 resulting from the Company's pre-merger equity position in Topgolf), and a non-cash valuation allowance recorded against certain of the Company's deferred tax assets as a result of

the Topgolf merger. 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, which are included in this presentation.

Additionally, this presentation contains certain forward-looking Adjusted EBITDA/EBITDAR information. A reconciliation of such forward-looking Adjusted EBITDA/EBITDAR 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/EBITDAR. 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/EBITDAR. The Company currently expects to continue to exclude these items in future disclosures of Adjusted EBITDA/EBITDAR 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.

1

CALLAWAY: A NEW COMPANY WITH HISTORIC ROOTS

Leading tech-enabled golf and active lifestyle company delivering equipment, apparel and entertainment to a new generation

#1

over

1B

Callaway and Odyssey

#2

top ranked golf clubs

by dollar share1

DSPD

Topgolf and

golf balls hit at

Toptracer annually

138%5-year TSR2

ranked golf ball company by dollar share1

Demonstrably Superior & Pleasingly Different

1.

Golf Datatech monthly market share reports by dollar sales from January 2019 to December 2021.

2

2.

5-year total shareholder return period 12/31/2016 - 12/31/2021; assumes dividends reinvested in security.

STRONG FOUNDATION FOR CONTINUED GROWTH

  1. Leading tech-enabled golf and active lifestyle company delivering premium equipment, apparel and entertainment
  2. Operate in attractive golf, outdoor and entertainment segments positioned to benefit from strong industry tailwinds
  3. Diversified portfolio of coveted brands and proven concepts presents unique competitive advantage
  4. Embedded growth within existing portfolio set to unlock long-term shareholder value
  5. Long-termopportunity to generate more than $1 billion in Adjusted EBITDA1

1. See page 10 of this presentation for more details on Topgolf unit economics and long-term Adjusted EBITDA opportunity. Additionally, as Adjusted EBITDA is a non-GAAP measure, please see the Regulation G disclaimers on page 1 of this presentation.

3

OUR BUSINESS HAS TRANSFORMED OVER THE PAST FIVE YEARS

FY 2016

FY PRO FORMA

20211

REVENUE

REVENUE

Topgolf

38%

Golf

Golf

Equipment

Equipment

84%

38%

Apparel, Gear and Other

16%

Apparel, Gear and Other

25%

($ in millions)

FY 2016

FY Pro Forma 2021

Enterprise Value2

$947

$6,233

Revenue

$871

$3,2761

Adj. EBITDA3

$67

$4481

2021 Adjusted EBITDA outperformed

original forecast4 by 149%

WE ARE IN A STRONGER POSITION TODAY

GOLF EQUIPMENT

  • Market leader in highly attractive worldwide golf market
  • New period of growth for golf with 2021 retail sales data showing strong and sustained growth over both 2019 and 20205
  • Topgolf will continue to add new golfers to the traditional game
  • Segment can generate significant cash flow, even in a downturn
  • Discretionary and growth-related spend can be adjusted in the short to medium term without harming long-term brand value

APPAREL, GEAR AND OTHER

  • Proven profitability and cash flow generation across business lines
  • Investments in combining back-office support, IT systems and new market expansion provide growth opportunities and operating synergies

TOPGOLF

  • Successful concept across all venue sizes, geographies and climates, with development pipeline line of sight into 2024
  • Proven sustained profitability as sites mature
  • Highly visible and predictable business model with strong operating cash flow generation
  • Ample flexibility to adjust growth investments based on the prevailing environment

Note: Figures may not sum to 100% due to rounding.

1.

Due to the timing of the Topgolf acquisition on March 8, 2021, Callaway's reported full year financial results will only include 10 months of Topgolf results. The pro forma financial results shown above include Topgolf contribution for January and February 2021.

2.

Factset as of December 31, 2016 and December 31, 2021.

4

3.

See Appendix for Adjusted EBITDA reconciliation to GAAP. Additionally, as Adjusted EBITDA is a non-GAAP measure, please see the Regulation G disclaimers on page 1 of this presentation.

  1. Combined Callaway and Topgolf forecast as presented in the January 2021 Form S-4/A as part of the Topgolf acquisition.
  2. Source: The NPD Group/Retail Tracking Services; US Team Sports Equipment "Gained and Sustained" vs. "Suffered and Recovered" analysis.

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

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Callaway Golf Company published this content on 08 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 March 2022 12:02:07 UTC.