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Executives

Bradley J. Holiday - Chief Financial Officer and Senior Executive Vice President

Oliver G. Brewer - Chief Executive Officer, President and Director

Analysts

Scott W. Hamann - KeyBanc Capital Markets Inc., Research Division

Daniel R. Wewer - Raymond James & Associates, Inc., Research Division

James Hardiman - Longbow Research LLC

Andrew Burns - D.A. Davidson & Co., Research Division

Lee J. Giordano - Imperial Capital, LLC, Research Division

Casey J. Alexander - Gilford Securities Inc., Research Division

Callaway Golf (ELY) Q3 2013 Earnings Call October 24, 2013 5:00 PM ET

Operator

Good afternoon. My name is Rachel, and I will be your conference operator today. At this time, I would like to welcome everyone to the Callaway Golf Q3 Earnings Conference Call. [Operator Instructions] I would now like to turn the call over to Mr. Brad Holiday, Chief Financial Officer. Sir, you may begin your conference.

Bradley J. Holiday

Thank you, Rachel, and welcome, everyone, to Callaway's Golf Company Third Quarter 2013 Earnings Conference Call. Joining me today is Chip Brewer, our President and Chief Executive Officer.

During today's conference call, Chip will provide some opening remarks, I will provide an overview of the company's financial results for the quarter, and we will then open the call for questions.

I would like to point out that any comments made about future performance, events, prospects or circumstances, including statements related to estimated full year 2013 net sales, sales growth, gross margins, operating expenses, net income, or loss and earnings or loss per share, future market conditions, the success of the company's future products or the company's turnaround plan, future improvements in operations, market share, brand momentum, financial performance and shareholder value, as well as the

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Actual results could differ materially from those projected in the forward-looking statements, as a result of certain risks and uncertainties applicable to company and it's business. For details concerning these and other risks and uncertainties, you should consult our earnings release issued today, as well as Part 1, Item 1A of our most recent Form 10-K for the year ended December 31, 2012, filed with the SEC, together with the company's other reports subsequently filed with the SEC from time to time.

In addition, during the call, in order to assist interested parties with period-over-period comparisons on a consistent and comparable basis, we will provide certain non-GAAP information, which we also refer to as pro forma information. This information, as applicable, excludes the gain on the sale of the Top-Flite and Ben Hogan brands, charges related to the 2012 cost reduction initiatives, and the impact of the businesses that in 2012 were sold or transitioned to a third-party model. We provide certain of the company's results on a constant currency basis, which essentially applies to prior period exchange rates to the current period results.

For comparative purposes, the pro forma income and earnings information assumes a 38.5% tax rate. We also provide information on the company's earnings excluding interest, taxes, depreciation and amortization expenses, and impairment charges.

This pro forma information may include non-GAAP financial measures within the meaning of Regulation G. The information provided on the call today and the earnings release we issued today include a reconciliation of such non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP.

The earnings release is available on the Investor Relations section of the company's website at www.callawaygolf.com.

I would now like to turn the call over to Chip.

Oliver G. Brewer

Thanks, Brad. Good afternoon, everybody, and thank you for joining us on today's call. I'm happy to say we had a strong quarter, and I believe our results confirm our turnaround plan is on track and probably building momentum.

I'd like to start the call by thanking the Callaway Golf team and employees for their hard work and commitment to turning this business around.

In Q3, we delivered impressive revenue growth. On a constant currency continuing business basis, our year-over-year revenues increased 38% for Q3 and are up 13% for the first 9 months. We are confident this growth significantly outpaced our industry, which has experienced soft market conditions for the year in whole, especially in North America and Europe.

This growth, combined with our improved operating efficiency, led to improved financial performance with our year-to-date pro forma income before taxes, up $62 million year-over-year.

During Q3, our growth was aided by several factors, including improved market conditions in both the U.S. and Europe, where better weather led to more golf being played. It's worth mentioning that these conditions were more favorable than our expectations going into the quarter, which were conservative given the industry's performance through the time of our last call.

The growth was aided by new product launches, including the launch of the Mack Daddy wedges and Optiforce drivers, as well as the Legacy Black family of products and the Damascus iX Putters in Japan.

There were no comparable launches to the Mack Daddy and Optiforce products in Q3 of 2012 and thus, these were incremental year-over-year. The Legacy and Damascus iX products anniversaries launches that were split between Q3 and Q4 of last year and thus, are not incremental for the year as a whole.

These new launches are consistent with our communicated plan of being more effective, utilizing our R&D assets via introducing more aggressive products more frequently and thereby, delivering excitement throughout the year. It is important to note that in the planning and execution of these launches, we are also managing inventory appropriately, so it all fits together without overloading the tray or cannibalizing future sales.

Last and most importantly, our Q3 growth was driven by better brand momentum and sell-through of the premium products we launched earlier this year. In our opinion, this is the primary cause of the improved results. In support of this position, Datatech market share numbers show we continue to gain share in the U.S., finishing August with a 15.1% year-to-date, hard goods dollars share, up 110 basis points year-over-year, and with a considerably better field inventory position than last year.

On a continuing business basis, our Q3 U.S. revenues were up 33% for the quarter and are up 13% for the first 9 months. I would like to take this chance to congratulate the U.S. team on these excellent results.

Looking at major markets outside the U.S., we see the same pattern of market share growth and a strengthening brand. In Japan, our year-to-date through September sell-through market share was at 14%, up 350 basis points year-over-year. This is the highest share gain of any major brand in that market. And our X Hot Fairway was -- are the #1 selling models Fairway Woods in that market. These share gains led to an impressive increase of local currency revenues of 47% for the quarter and 31% year-to-date. We continue to be very pleased with our performance in Japan, and I'd like to, once again, congratulate that team on the outstanding results.

Turning to Europe. After a slow start to the year, this team delivered an exceptional quarter, with constant currency continuing business revenues up a very strong 52% year-over-year, and our hard goods market share continuing to show a positive trend. In the U.K., Europe's largest market, our year-to-date share through August was 14.8%, up 140 basis points year-over-year. And the most recent market share data shows that our X Hot driver has taken over the #1 selling position, year-to-date, in that market.

During the quarter, we also continued to make excellent progress in our operations group, where we are transforming our structure in support of improved costs, service and capabilities going forward.

One example of this is our golf ball business, where our first 9-month operating income swung from a year-to-date loss of $8 million to a year-to-date profit of $3.5 million, despite lower sales volume in this category. Excluding this year's cost reduction initiatives, our year-to-date golf ball operating income would be a positive $8.2 million.

Turning to the financial side of our business. We, again, had a busy and productive quarter. We made an incremental investment of $5.7 million in top golf, a business that has gained momentum in which we are increasingly bullish on. We also converted an additional $23.4 million of our preferred equity to common, thereby improving our cost structure by eliminating the 7.5% after-tax dividend associated with this tranche of equity.

Last but not least, on the products side. Our recently announced Apex Irons will hit the stores in December. Not a high-volume product on launch, but an exciting product due to its performance and appeal. If you have not seen these, please check them out online, and if you're in the market for a set of irons, I can't recommend them highly enough.

We are also in the process of showing and selling in much of our spring 2014 product line. Reviews and feedback are positive. If you look at our 2013 success, it has been driven largely by clubs, especially woods. For 2014, we are anticipating continuing our momentum in clubs, but also supporting it with a significantly improved position in both golf balls and accessories, 2 important categories where our revenues were down this year, but where we have high expectations for 2014.

Moving to guidance. We're pleased to be able to increase our full year guidance, which is fully covered in our press release and Brad will go into more detail on during his section. However, I have to add that after several years of significant losses and negative momentum, the prospect of positive pro forma net income this early in our turnaround process is very gratifying.

Looking at Q4. Our revised guidance shows constant currency continuing business revenue growth of 11% year-over-year. This estimate reflects Callaway continuing its positive momentum, but also takes into account a conservative outlook for Q4 market conditions due to more competitive launches than normal for this time of year, moderate recent ratings and overall consumer confidence, and our company's specific plan to manage our inventory in a way which we believe will best position us for long-term success.

In closing, I remain pleased with the results year-to-date and remain confident that we are on track with our turnaround plan. With significant headwinds from both foreign exchange movements and weather conditions highlighting the first half of the year, 2013 has turned out to be a challenging year for the industry as a whole. Our results in the face of these challenging conditions gives us even greater conviction in our path and our potential.

So in the balance of the year, we'll be working to further drive our change effort along the same playbook we've outlined for you over the last year, and we expect continued positive progress. We believe we are demonstrating that our business planning, combined with the strength of our brand and the quality of our people, will lead to steadily improve financial performance and long-term shareholder value.

I look forward to continuing to keep you updated on our progress, and I appreciate your interest and support. Brad, over to you.

Bradley J. Holiday

Thanks, Chip. Consolidated sales for the third quarter were $178 million, an increase of 38% on a constant currency continuing business basis, which excludes the brands and businesses that were sold or transitioned to a third-party model in 2012. Sales on a GAAP basis, which were adversely impacted by approximately $14 million due to changes in foreign currency rates, and by approximately $9 million for these sold or transitioned businesses, increased 21%. Sales in the U.S. for the quarter were $67 million, an increase of 33% on a continuing business basis, and an increase of 17% compared to last year on a GAAP basis.

International sales for the quarter were $111 million, an increase of 40% on a constant currency continuing business basis compared to last year. On a GAAP basis, international sales increased 23% compared to last year, and with 62% of consolidated sales due to the launch of Legacy products in Asia during the quarter.

On a year-to-date basis, consolidated sales were $716 million, an increase of 13% on a constant currency continuing business basis. Sales on a GAAP basis, which were adversely impacted by approximately $32 million due to changes in foreign currency rates and approximately $53 million for the sold or transitioned businesses, grew less than 1% compared to 2012.

Year-to-date sales in the U.S. were $351 million, an increase of 13% on a continuing business basis, with sales on a GAAP basis increasing 1% compared to the same period last year. International sales, year-to-date, were $365 million, an increase of 13% on a constant currency continuing business basis compared to last year. Sales on a GAAP basis were flat compared to last year and represented 51% of consolidated sales.

Looking at year-to-date sales on a constant currency continuing business basis for our 2 largest international regions show that sales in Japan increased 31% year-over-year, but on a GAAP basis, in U.S. dollars, increased 7% due to the effect of a weaker Japanese yen. Sales in our Europe region increased 7%, but on a GAAP basis, in U.S. dollars, were flat compared to last year due to weaker currencies and adverse economic and weather conditions this year.

On a product category basis, through the first 9 months, our wood sales were $228 million, an increase of 26% compared to last year, due primarily to the success of our X Hot line of woods, as well as a successful third quarter launch of our new Optiforce products. Iron sales were $152 million, an increase of 4% compared to last year on a more streamlined and profitable product offering, and driven by the success of our X Hot irons this year along with our new Mack Daddy line of wedges launched into the market this past quarter.

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sales, which increased 30% for the quarter due to the timing of new products launched in Japan, have declined 4% on a year-to-date basis to $76 million, due to a decline in the overall category this year. But despite this drop in sales, Odyssey has increased its year-to-date U.S. market share by nearly 200 basis points to 30.3%.

Golf ball sales were 120 -- $112 million, a decrease of 6% compared to last year, due to the sale of the Top-Flite brand last year. The sales of the Callaway-branded balls have increased 12% compared to 2012. Pro forma profitability for golf balls has increased significantly this year, despite lower sales, due to the actions we've taken this year to consolidate and better leverage our manufacturing footprint.

Accessory sales were $147 million, a decrease of 22% compared to last year, due primarily to a reduction of approximately $26 million in sales associated with the businesses that were sold or licensed in 2012. Pro forma gross margins for the third quarter improved significantly to 34% compared to 21% last year, due to less promotional expense this year, the positive impact of the new full-priced products launched during the quarter, and continued strong demand for our higher margin X Hot products this year.

On a year-to-date basis, pro forma gross margins have increased 350 basis points to 41% compared to last year, also due to less promotional expense and the success of X Hot products, as well as improved manufacturing efficiencies. Pro forma operating expenses for the third quarter declined 4% to $76 million compared to $79 million in 2012, as we begin to anniversary last year's cost reduction initiatives.

Year-to-date, pro forma operating expenses totaled $248 million, a reduction of 11% compared to $279 million last year, due primarily to these cost reduction initiatives.

We had a pro forma operating loss for the third quarter of $15 million, which was an improvement of $32 million compared to a loss of $48 million last year. Year-to-date, we have generated $45 million of operating income, an improvement of $57 million compared to a loss of $12 million last year.

We had a pro forma loss per share for the third quarter of $0.18, compared to a loss per share last year of $0.50. And on a year-to-date basis, have generated a pro forma earnings per share of $0.33, an improvement of $0.60 compared to a loss per share last year of $0.27.

Turning to our balance sheet. We ended this past quarter with cash at $38 million compared to $59 million last year. Cash from operations through the first 9 months improved significantly to a positive $8 million, compared to a minus $29 million in 2012. Please keep in mind that last year's ending cash balance of $59 million was positively impacted by the sale of the Top-Flite and Ben Hogan brands, as well as the net cash rates from last August's convertible debt issuance. Additionally, we have no outstanding borrowings on our credit facility at this time.

Our consolidated net receivables were $157 million, a 10% increase compared to last year due to higher sales during the quarter. DSOs improved to 81 days compared to 90 days last year, and we remain comfortable with the overall quality of our accounts receivables. Net inventories were $191 million, a very slight increase compared to $189 million last year. We had increases in new product inventory during the quarter, as we prepare for the launch of our new 2014 products, which were offset by a decline in inventory associated with the businesses sold or licensed last year.

Capital expenditures for the first 9 months were $9 million. And at this time, we estimate approximately $15 million for the full year, which is at the low end of our previous guidance. Depreciation and amortization expense for the first 9 months was $20 million, and we estimate full year at approximately $26 million, consistent with our previous guidance.

As Chip mentioned in his earlier comments, the annual guidance we provided last quarter was based on the assumption that industry churns would continue to be challenged in the U.S. and Europe during the second half of the year. Weather and industry trends actually improved in the third quarter compared to the first half of this year, which along with gains in our hard goods market share driven by improved brand momentum, resulted in our third quarter sales exceeding our internal estimate. For these reasons, we are increasing our annual forecast to the following: on a full year basis, we are increasing our net sales forecast from our previous guidance range of $810 million to $820 million, to our current estimate of approximately $836 million, which on a constant currency continuing business basis would represent 13% growth compared to last year. Estimated pro forma gross margins, as a percent of sales, are now estimated to be approximately 39%, plus or minus 20 to 30 basis points, which is at the high end of our previous guidance and would represent an increase of approximately 500 basis points compared to last year. This improvement is due to less promotional expense this year, the continued success of our X Hot products, along with improved manufacturing efficiencies.

Pro forma operating expenses are still estimated at approximately $320 million, consistent with our previous guidance. As you may recall, our original guidance for 2013 OpEx was estimated at $340 million, which was a significant reduction from our $380 million annual run rate prior to last year's cost reduction initiatives. However, given the challenging market conditions this year, and in an attempt to offset the potential impact to earnings, we took actions early in the year to reduce spending in certain areas that we felt would have the least amount of impact on our turnaround plan. These actions, along with the favorable impact of FX rates this year, have resulted in lower operating expenses, lowering our operating expenses from the original estimate of $340 million, to our current estimate of $320 million.

While we haven't completed our 2014 planning yet, we are assuming a return to a more normal market condition next year. And as a result, we expect to see an increase in our annual operating expenses as we restore the temporary cuts we made this year, assume some level of inflation, and look to make additional investments in tour and other areas to continue to fuel our turnaround. We will provide more details on 2014 in our January earnings call.

On a full year basis, we now estimate pro forma net income of $2 million to $4 million, with earnings per share estimated to range between a minus $0.03 to a plus $0.01, which includes the impact of the dividends paid on the company's outstanding convertible preferred stock. This estimate compares to our previous net income guidance ranging from breakeven to a loss of $6 million, and a loss per share ranging from $0.04 to $0.12.

We will now open the call for questions.

Question-and-Answer Session

Operator

[Operator Instructions] Our first question comes from the line of Scott Hamann from KeyBanc Capital.

Scott W. Hamann - KeyBanc Capital Markets Inc., Research Division

Just -- I know Brad, you kind of touched on a few line items, as we kind of start to think about 2014. Can you kind of give us, maybe, some puts and takes that we should think about as we start to focus a little bit more on 2014? Just kind of general observations, gross margin, kind of puts, takes, and kind of where you see this business shaking out next year?

Bradley J. Holiday

We're not really prepared to do that, Scott. What I was trying to at least point out in the OpEx is that where we started the year, at $340 million, down $20 million, about half of it is due to foreign currency and about half of it is due to cuts that we've made in areas that we felt would not have a significant impact on our turnaround. As we think about next year and think about returning to kind of more normal conditions, you would assume that we will -- well, we're assuming that we will try to recapture the spending that we delayed this year, if you will. And if you add some inflationary effects in there as well as some additional investments, as we've talked about, on tour, that the number certainly is not going to be in that $320 million range. There will be some growth there. And while we're not prepared to tell you specifics on that because we're still kind of working through our 2014 planning, if you will, I just thought it was important to let you know that that base is going to go up from this year. It's just not reasonable to say at this -- same base.

Scott W. Hamann - KeyBanc Capital Markets Inc., Research Division

Okay. So on the ball business. You kind of identified that there were some opportunities there. I mean, what -- I know you laid the groundwork with some of the back office stuff and on the manufacturing side. I mean, what are some of the things that need to get done to get that business kind of ramping up? Is it distribution, or how should we think about that?

Oliver G. Brewer

Scott, Chip. You are correct. Though, some of the heavy lifting we did this year was on the operations side, and the operations team should be commended for what they've been able to accomplish or in process of accomplishing on that front. We are -- for next year, we're going to have a premium ball launch, which we didn't have in a meaningful way this year. The HEX Black Tour Ball launched in 2012. And we did not have a significant a premium ball entry in 2013. And then it was a difficult year in the market, given the market conditions this year with [indiscernible]

down through the first half of the year almost double-digit. This was a tough year for golf balls. So a lot of it is cycles in terms of weather, our launch cycles, and I also believe the brand is strengthening. And we're bullish on the product offering that we're going to be bringing out for 2014. The last thing is on the distribution side, and one of the opportunities that we will -- we believe we can continue to improve on is distribution and particularly, at the Green Grass channel, where as our brand strengthens, we have high expectations.

Scott W. Hamann - KeyBanc Capital Markets Inc., Research Division

And just, I mean, a final question on that. On that brand momentum stuff that you guys are talking about, I mean, how are you -- kind of outside, the retail sell-through is kind of collecting information and gaining anecdotal evidence that it really is the brand. Is it a penetration of a certain caliber player? Or how are you kind of measuring that?

Oliver G. Brewer

Well, you can measure it in lots of ways, and we do. You can measure your -- on an anecdotal basis or relatively wide swaps, look at the people talking about the brand, the social chatter, the amount of good players that are starting to put Callaway back in the bag and such. You can look at the market share. But you also better look at outside metrics, such as Golf Datatech research and the attitude in usage survey. The most recent survey showed that the brand strength increased both in the spring survey and the summer survey. And it was the first increases in brand strength in many years after some erosion for several years going into the year. So from outside the metrics to anecdotal to market share, we believe the day is clear. We're moving in the right direction.

Operator

And your next question comes from the line of Dan Wewer from Raymond James.

Daniel R. Wewer - Raymond James & Associates, Inc., Research Division

Chip, when you sold Adams Golf to Adidas, I believe your operating margins were 8% to 9%. And looking back at Callaway's peak operating margins, back in '07 and '08, they're in that mid-8% range as well. When you start to think about the part of the possible for the company 2, 3, 4 years down the road, do you think that you have upside to that 8% or 9% operating margin, thinking the company is a lot leaner than it used to be? You've discontinued some of these unprofitable business lines a year ago. Or on the other hand, do you look at this, this is a more complex industry, competitive challenges are intensifying? Maybe that is kind of the lifetime peak or a potential in operating margin rate.

Oliver G. Brewer

Dan, good question. I don't remember the specifics of the Adams Golf margins, so I rely on your recollection on that front. And as we -- the direct answer is we're not sure yet. We're working through a turnaround that's dynamic and we're comfortable that we're going to get this business back to profitability now. We're showing good path towards that. We've talked about, on previous calls, that what we've seen from well-run golf companies is operating margins in the 7% to 8% range. And we believe we can be and will be a well-run golf company. But again, the markets are dynamic enough at this point that we're not sure where and when all of this is going to occur and don't have that long-term conclusiveness at this point in time.

Daniel R. Wewer - Raymond James & Associates, Inc., Research Division

Second question. You had noted that Callaway is more successfully leveraging the R&D budget of newer products at a more frequent rate. Of course, your competitor on the street is doing the same. It appears the product cycles are no longer one year, they're down about 6 or 8 months. Is there a risk that you could have the law of unintended consequences for the industry that may be that avid golfer is not going to spend $900 for a set of clubs, knowing that 6 months later, he'll be able to find that same set for $600 or $700?

Oliver G. Brewer

The -- you're correct. One of our strategic initiatives here is leveraging the R&D assets, which is one of our crown jewels here at Callaway. And I love the opportunity to do that. And they're showing off some of their capabilities with some of these latest, greatest products, including those Apex Irons that will be out shortly. And there's no doubt that over the last years, product life cycles have shortened. I would say, their one year cycles, in most case, not less than that. But I understand that there's -- you can argue on all sides of it. The outside research at this point doesn't indicate that it's issue to the consumer to have the life cycles shortened. In fact, their -- they show excitement. There was just a report out by the NGF that researched some of that, and it showed that consumers are buying these products more frequently and have high satisfaction levels. Could it click over a tipping point someday, theoretically? I guess so. But I don't see any evidence that has me concerned about that at this point. And I think it's a strategic task that plays to Callaway's strength, and we're enjoying it as part of our strategy right now. I don't see the negative of it, although we do try to also manage our inventory levels and it's how you do it sometimes, not just whether you're launching new products. But how you're handling the old inventory positions and how you're phasing out between models, all of that fits together to deliver the effectiveness of the strategy.

Daniel R. Wewer - Raymond James & Associates, Inc., Research Division

And just the last question I had. You had noted that you wanted to put a bigger focus on accessories in 2014. Does that imply you're reconsidering the changes that you made in the footwear and apparel model?

Oliver G. Brewer

No, that hasn't. Good question, again. We've licensed out footwear and apparel, and we're happy with those positions. Those partners are doing well with those product lines. But what specifically -- we have a very large business in golf bags, gloves, towels, hats, et cetera. This is over $100 million business for us. And as we came in and really changed everything last year, in the time that was permitted to us, we had to focus. And we did, arguably, a very good job, as judged by the market reaction on the golf club side, particularly the woods. We didn't do as much as we're in the process of doing on the accessory and golf ball line. And I've got high expectations for those going into next year, thanks to the team's work over the last 12 months in those particular categories.

Operator

Your next question comes from the line of James Hardiman from Longbow Research.

James Hardiman - Longbow Research LLC

So a couple of questions here. I think, obviously, it's way too early to really quantify the opportunity for 2014. But I guess 2 things. Weather stunk earlier in the year. That's picked up in the back half, presumably any lost ball sales are -- you're not going to recoup that, I don't know, to the extent that you look at prior years, in which you had rough spring weather. Is that an incremental opportunity as we look to next year? Do you think there's some pent-up sales on the club side? And then I guess, as I think about other potential opportunities, you guys scaled back, as you put it on the OpEx early in the year, given the weakness, do you think that had any sort of negative impact on your top line, that again, might be able to be recouped next year.

Oliver G. Brewer

Good question. And James, I'm not really sure. I -- the -- when you -- what the people tell me around the industry even longer than myself, is that as you get slow through Q1, you can pick it up in Q2 if the weather turns in Q2. It did not turn in Q2 this year. And so some of those had to be lost sales. I would think it's logical that there would be some potential to pick up a small portion of that into next year, but we're not going to be forecasting based on that. The -- we will -- we do expect better weather next year than this year through the first half, which is just running the law of averages. So we would anticipate better market conditions from that basis going into next year. What was the rest of the question?

James Hardiman - Longbow Research LLC

The OpEx spend that you scaled back on. I know you said that you tried to focus on opportunities that weren't going to really hamper your long-term ability to grow, but do you think that had any sort of negative impacts on the top line this year?

Oliver G. Brewer

I don't really think so, James. Because overall, I'm pleased with our top line. I know there are things that we can do better. We are working and debriefing on those, and we expect to be a stronger company and competitor going into next year. But I don't think there were meaningful items that impact us in the short term. And so, again, I'm not going to be forecasting growth for next year based on that individual change.

James Hardiman - Longbow Research LLC

Got it. And then secondly, sort of another question on the new product cadence, I guess a more consistent release of new products. That's worked extremely well for you guys this year. And I guess, in retrospect, it seems like the most obvious strategy change in the world. Obviously, it's easier said than done, and I'm sure at some point in the past, you guys have attempted to sort of mix up the cadence or expand the calendar. What are sort of the puts and takes there? What allows your company to be able to do that today, that you weren't able to do a year ago, 2 years ago, 3 years ago? And I guess ultimately, is it a different customer that buys a club in the middle of summertime? And are you designing towards that customer, if it is -- if there is a distinction versus the guy that's first-in-line in January to buy the clubs.

Oliver G. Brewer

I don't think it's a different customer, so let's take that one. It's often the same customer. And I don't know what prevented Callaway from doing it in the past. They had to -- one of the great assets here is the quality of the people and R&D resources, and that's one of our assets that we're going to be leveraging now. We've spent a great deal on R&D, and we're very proud of the resources there. And so using that as a weapon, in this way, makes perfect sense to me. And I'm not in a position to speak to strategies prior to me. It's not just R&D, of course, though. Because again, this is perhaps one of the economies of scale that exists in the industry, because you have to have an operations team. You have to have an inventory and planning team that has the ability to effectively maneuver through that. It's one thing to design a product, and it's probably -- arguably, among the most important things is the product is impressive. But if you can't market it effectively, if you can't deliver it effectively, if operations team isn't managing the inventory cycles effectively, then the whole thing collides on itself. And that's one of the things that we're priding ourselves on right now, is our ability to make that all fit together. And I think I'll enjoy it.

Operator

Your next question comes from the line of Andrew Burns from D.A. Davidson.

Andrew Burns - D.A. Davidson & Co., Research Division

You discussed a certain level of conservatism for 4Q and cited a few factors for the consumer competitive launches. But I was wondering if you saw anything towards the end of the 3Q that also gave you pause, any change in consumer trends that rolled into that?

Oliver G. Brewer

I think, what I saw -- it was clear that market conditions were better in Q3 than they were in the first half of the year, so that was positive. And we have continued some nice brand momentum, so that's positive. The -- but the outlook for the quarter is still somewhat uncertain, although we're projecting 11% growth. So we're still expecting to have a good quarter. We're still expecting, I believe, that we'll be a gaining market share position. And there are some offsetting factors, though, that I went through and mentioned. Consumer confidence is to be determined, and that's well publicized. There are going to be a lot of competitive launches during the quarter. That might be good for the industry, in total, but that will attract attention and it will take away some attention from Callaway product at the time. And we're also managing our inventory positions in a way that we think maximizes the long-term potential of the business.

Andrew Burns - D.A. Davidson & Co., Research Division

Great, great. And the growth in Japan in the quarter, and then even year-to-date, just phenomenal. I was hoping you could comment on the sustainability of that kind of growth trajectory. And as you look forward, is there, the product launch and market share gain opportunities to keep that type of momentum going into '14?

Oliver G. Brewer

The team there has done a great job. So let me just reiterate how proud we are of that team. And our brand strength and the quality of our team in Japan is clearly one of our strengths. They have had 30% growth, if I remember correctly, or 31% growth constant currency year-to-date. No, they probably won't continue to grow 30% in any long-term fashion. That's -- that would make them the market over there if they did that. But I do have high confidence in that team. And they've demonstrated, over long periods of time, their ability to perform. And we recognize that and made some big investments with them, even going into a year where we had to cut a lot of costs in 2012. But at the same time, we've signed Ryo Ishikawa because we knew the potential of the Japan market and the quality of our team over there. That, combined with the other changes that we've made as a global group, has paid off very handsomely for us, and I continue to expect strength from Japan.

Andrew Burns - D.A. Davidson & Co., Research Division

And last question, more of a point of clarification. You talked about optimism for the accessories category, and it sounds like that -- and just to clarify, is going to be some new product launches, exciting products within existing categories that you're already in?

Oliver G. Brewer

That's correct, Andrew. I think we're optimistic regarding the line that we have for 2014.

Operator

Your next question comes from the line of Lee Giordano from Imperial Capital.

Lee J. Giordano - Imperial Capital, LLC, Research Division

Chip, the brand really seems to be gaining momentum here. Can you talk a little more about the marketing strategy heading into 2014? What's been working for you this year and how you might be adjusting that? And then secondly, how you might be planning to split the spend between traditional media or prints or social media, and then also increasing your exposure on the tour.

Oliver G. Brewer

Okay, surely. You're right, the marketing team has done a wonderful job, and they're to be commended. They've really energized the brand. They've taken some strengths that we have had historically and added a contemporary flair and feel to it, while also keeping us authentic. And they've really leveraged the new age digital space to bring energy back. We expect to continue to do that, going into next year. For competitive reasons, I can't really talk too much about the split between traditional marketing and digital, although I would expect what we've done this year will, in many ways, continue. We are active on both and believe that both serve very healthy and helpful purposes. On the tour side, I do have the expectations to continue to invest on tour. I believe that's very relevant for the brand, and so we are looking at opportunities on that front.

Lee J. Giordano - Imperial Capital, LLC, Research Division

Got it. And just lastly, putters saw a very nice growth this quarter. Can you talk about what drove that gain? And just give us an update on Odyssey and what's going on there?

Oliver G. Brewer

Sure. Great job by the Putter team, the Odyssey brand strengthened during the quarter. It was up something like 30%, which -- again, impressive. We had a product launch in Japan, but some of that was also -- there was a comparable launch last year in that market that was split between quarters. So the real strength is coming from the overall Odyssey brand. And I've talked in previous calls about the fact that we won all the accounts and all of the majors, all the world championships for the first time in the history of the brand. We won the account on the web.com tour this year. On top of that, we've brought out some great new products with Versa. And then the Tank product lines. The Tank product lines are particularly interesting with their counterbalance. And that we are finding is replacing anchored putters, long or mid belly putters with a alternative that we'll be conforming under the USGA rules going forward, and takes away some of those issues for guys like me who have the an occasional little wiggle problem on that last effort. So a great innovative product, strong brand, success, tour success resonating well in the marketplace.

Operator

Your next question comes from the line of Casey Alexander from Gilford Securities.

Casey J. Alexander - Gilford Securities Inc., Research Division

Given the way that Callaway and also some of your competitors are, as you admittedly sort of tweaked up the new product cycle. Is it -- I mean, you know you can't eliminate completely. But do you think that's changing the seasonality, and are we seeing some of that in this quarter's numbers?

Oliver G. Brewer

Yes. I think it does, Casey. Because part of the strategy, as I stated from the beginning, is we're going to bring energy and excitement all year long. And we're trying to do it in a way that doesn't cannibalize or create inventory issues. But it clearly does smooth some of the revenues that would've been. If you only launched in Q1 and then you just hold on for dear life the rest of the year, that is no longer the way the game is played in the marketplace, the way -- and this new strategy will smooth it out a little.

Casey J. Alexander - Gilford Securities Inc., Research Division

Okay. All right. As sort of the stalking horse for the company, there's been some -- clearly, some conversation that Mickelson is planning on playing less in the coming year. When does his deal come up? Does that cause some possibility for a negotiation against that? And does it concern you that he's going to play less during the course of the year?

Oliver G. Brewer

No, it doesn't concern me, Casey. He's been a great ambassador. We stand by him. And if he's -- he's very hungry right now for continued success. And to the degree that he chooses to play less, going forward, it will be because he believes that will best prepare him for the biggest events, or at least that's how I understand that thought process. I do not think there is an inclusion or a definitive position from him or his camp at this point. And I would defer the rest of that his camp on it. But if he chose to do that, it would not concern me.

Casey J. Alexander - Gilford Securities Inc., Research Division

Okay. Well, I did notice that even though he says he's playing less, he's in Malaysia this week.

Oliver G. Brewer

Yes, he's -- it's what's you going to do if he plays less? He plays golf when he's here. So it's going to be interesting to see how that plays out, but he's motivated.

Casey J. Alexander - Gilford Securities Inc., Research Division

And let me ask you a different question. A considerable number of your touring pros, including Mickelson, have been playing the chrome ball instead of the tour black. And yet, I haven't really seen the company sort of market to that. And pricewise, it's actually priced somewhere underneath the premium ball. Are there some plans to make a push on that and take advantage of that fact?

Oliver G. Brewer

We tried to do that this year, Casey. And to a degree we had some success with it. The Chrome+ ball was introduced in January of this year as an extension to the Chrome family. It was priced more moderately relative to HEX Black Tour. And a phenomenal ball that we did convert some of our players, including Phil Mickelson into, which obviously helps with sales. So that has, we think, been successful for us this year. Although we didn't roll our golf ball revenue year-over-year, we did grow our Callaway specific golf ball revenue, because you guys should take into account that we sold Top-Flite. And -- but we have other plans and some exciting plans for 2014 that we'll share with you at a later date.

Casey J. Alexander - Gilford Securities Inc., Research Division

Okay. Can I ask how many employees does the company have now versus what they had 1 and 2 years ago? And knowing that you were taking a really hard line on costs when you first got there, at what point in time do you start turning the employee count back up in order to really start to push growth of the company as opposed to turnaround?

Oliver G. Brewer

Casey, the employee count went down last year, unfortunately, because of the cost savings that we had to go through at that point in time. And it went down. And I don't have the specific numbers for you right now in terms of what our employee count is. I know we eliminated, unfortunately, over 200 positions last year. As we ramped up Monterrey and as we take some distribution centers from third-party to company-owned, you see some changes in employee count. But that is not necessarily an increase in cost structure. We're doing it believing it is more efficient and effective. And from time to time, there may be an incremental headcount added in a productive area or on an area where we believe that will be needed to support the revenue growth and the desires that we have going forward. But I don't have interest and desire to grow the employee count in a meaningful way. I don't think that the business will need that. Once -- a few here and there on some key positions, yes. But overall, we're going to have to stay attentive on cost. And that's the new reality for us.

Casey J. Alexander - Gilford Securities Inc., Research Division

All right. Brad, a question for you. Did -- in the exchange of the convertible preferred that took place during the third quarter, the dividends that were promised to be paid through the December dividend payment date, was the cost of those accelerated into the third quarter?

Bradley J. Holiday

Yes they were, Casey.

Casey J. Alexander - Gilford Securities Inc., Research Division

Okay. That's what I thought. And lastly, Chip, you've said the company made an incremental investment of $5 million plus into TopGolf. What's the sort of -- what's sort of the strategy there? Where do you see that investment going? The company's got a considerable amount of money invested in TopGolf at this point in time, and I don't believe you control TopGolf. So where do you go with it? What's sort of the long-term strategy, and how do shareholders benefit by the investments that you've made in that?

Oliver G. Brewer

Sure, good question. TopGolf is a phenomenal consumer experience, and it's developed into a very high potential business, in our opinion. It's high growth, it's building momentum and we think long-term, it's high-potential return. It also has brand synergy with us and category synergy. Now you're correct, we have a minority position. So we don't have control and it is a private business. So where we could liquidate those investment positions is not something I can articulate for you right now. I can tell you that this business strengthens. We think it's a great asset and we think that there will be a positive return to the shareholders, as a result. Not answering the question, unfortunately, because I can't.

Casey J. Alexander - Gilford Securities Inc., Research Division

Was it -- well, let me ask you just in one. Was this investment sort of a pre-arranged capital call? Or was this a voluntary investment

Oliver G. Brewer

The -- I'm not sure I can answer the specifics because it's private company at this point. But we still have -- definitely, voluntary, to start with. Whether it's the -- but that business is -- situation is still private. They are not in need of excess outside capital. The -- and they are funding growth with the existing ownership, highly motivated to support them on that. I can tell you, the business is building momentum, Casey. It's a phenomenal consumer experience and developing into a very high-growth, strong business.

Operator

Your next question comes from the line of Scott Hamann from KeyBanc Capital.

Scott W. Hamann - KeyBanc Capital Markets Inc., Research Division

Yes, I just had a followup here. As you kind of think about your position in the markets, globally, that -- I mean, I think that the share numbers, at least domestically, are still below where they were. Can you remind us of, first of all, where -- how your share peaked, and kind of how you think about that opportunity going forward, as you continue to launch products?

Oliver G. Brewer

Sure. Domestically, I believe we peaked at 19 to.

Bradley J. Holiday

I think 19.6.

Oliver G. Brewer

19.6 approximately, I'm being told. And we're now at 15.1, year-to-date. So we think we can continue to gain share, Scott. We know that we're building momentum, but I'm sure there'll be some challenges that will hit us at some point. And I think we'll work through those and continue to do well. I don't know where the top is. There are strong competitors out there now. They obviously covet that share, but I think we can continue to improve on where we are right now.

Operator

And you have no further questions at this time. I would like to turn your call back over to Mr. Brewer for closing comments.

Oliver G. Brewer

Well, thank you, everybody, for your participation today. And we very much value your time and attention. And to the Callaway Golf team, great job on this step in our journey to turning around this business and getting back to where we want to be. Thanks for your time today and I appreciate everybody calling in.

Operator

And ladies and gentlemen, this does conclude today's conference call. You may now disconnect.

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