Topgolf Callaway 品牌公司 2025年季度报告

Form10-Q ☒Quarterly Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period endedMarch 31, 2025OR☐Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the transition periodtoCommission file number001-10962 Topgolf Callaway Brands Corp.(Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction ofincorporation or organization) 95-3797580(I.R.S. EmployerIdentification No.) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Important Notice to Investors Regarding Forward-Looking Statements:This report contains “forward-looking statements”as defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as:“may,” “should,” “will,” “could,” “would,” “anticipate,” “plan,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,”“likely,” and similar references to future periods. Forward-looking statements include, among others, statements that relate to futureplans, events, liquidity, financial results, performance, prospects or growth and scale opportunities including, but not limited to,statements relating to our plans to pursue a separation of our Topgolf International, Inc. (“Topgolf”) business and the anticipatedbenefits and other effects of the separation, the timing and method of the separation, the expected financial and operationalperformance of, and future opportunities for, each of the two independent companies following the separation, the leadership of eachof the two independent companies following the separation, the completion of the sale of Callaway Germany HoldCo GmbH, whichowns our Jack Wolfskin business (“Jack Wolfskin”), including the satisfaction of closing conditions and timing thereof, future industryand market conditions, strength and demand of our products and services, continued brand momentum, demand for golf and outdooractivities and apparel, continued investments in the business, increases in shareholder value, consumer trends and behavior, theexpansion of our leadership position in off-course golf, the strength of our brands, product lines and e-commerce business, pendinglitigation, availability of capital under our credit facilities, the capital markets or other sources, our conservation and cost reductionefforts, expected leverage levels, future stock repurchases or dividends, compliance with debt covenants, estimated unrecognized stock •certain risks and uncertainties, including changes in capital markets or economic conditions, particularly the uncertaintyrelated to inflation, decreases in consumer demand and spending and any severe or prolonged economic downturn;•our ability to successfully execute planned and potential transactions, including our planned separation of Topgolf and oursale of Jack Wolfskin, and the potential failure to realize the expected benefits of such transactions in the expected timeframesor at all;•uncertainty in obtaining regulatory approvals in connection with the separation of Topgolf and/or the sale of Jack Wolfskin;•our ability to satisfy the closing conditions to complete the separation of Topgolf and/or the sale of Jack Wolfskin on a timelybasis, or at all;•consumer acceptance of and demand for our products and services;•future retailer purchasing activity, which can be significantly affected by adverse industry conditions and overall retailinventory levels;•unfavorable changes in trade or other policies by the U.S. government or foreign governments, including restrictions onimports, increases in U.S. import tariffs, retaliatory tariffs imposed by other countries on U.S. imports, and the potential •our ability to monetize our investments; •our ability to successfully operate and, if applicable, expand the retail stores of TravisMathew and our Japan and Koreaapparel businesses, and venue locations of the Topgolf and BigShots businesses;•delays, difficulties or increased costs in the supply of components needed to manufacture our products or in manufacturingour products, including our dependence on a limited number of suppliers for some of our products;•adverse weather conditions and seasonality;•any rule changes or other actions taken by the United States Golf Association or other golf associations that could have anadverse impact upon demand or supply of our products; Investors should not place undue reliance on these forward-lo