<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to __________
Commission File Number: 0-24583
ADAMS GOLF, INC
(Exact name of registrant as specified in its charter)
DELAWARE 75-2320087
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Delaware Avenue, Suite 548 19801
Wilmington, Delaware (Zip Code)
(Address of principal executive offices)
(302) 427-5892
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [ ] Yes [X] No
The number of outstanding shares of the registrant's common stock, par value
$.001 per share, was 23,136,782 on August 6, 1998.
<PAGE>
ADAMS GOLF, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
<TABLE>
<S> <C> <C> <C>
PART I Item 1. FINANCIAL STATEMENTS Page
----
Condensed Consolidated Balance Sheets -
December 31, 1997 and June 30, 1998 (unaudited) 3
Unaudited Condensed Consolidated Statements of
Operations - Three months and six months ended
June 30, 1997 and June 30, 1998 4
Unaudited Condensed Consolidated Statements of
Stockholders' Equity - Six months ended
June 30, 1998 5
Unaudited Condensed Consolidated Statements of
Cash Flows - Six months ended June 30, 1997 and
June 30, 1998 6
Notes to Unaudited Condensed Consolidated Financial
Statements 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-14
Item 3. Quantitative and Qualitative Disclosures about
Market Risk N/A
PART II OTHER INFORMATION
Item 1. Legal Proceedings N/A
Item 2. Changes in Securities and Use of Proceeds 15
Item 3. Defaults Upon Senior Securities N/A
Item 4. Submissions of Matters to a Vote of Security Holders N/A
Item 5. Other Information N/A
Item 6. Exhibits and Reports on Form 8-K 15
</TABLE>
2
<PAGE>
ADAMS GOLF, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . $ 1,955,563 $ 3,363,814
Trade receivables net of allowance for
doubtful accounts of $698,341 and
$1,148,805 (unaudited) in 1997 and
1998, respectively . . . . . . . . . . . 7,670,960 16,239,014
Inventories (note 2) . . . . . . . . . . . 4,486,563 9,669,874
Prepaid expenses . . . . . . . . . . . . . 509,350 788,783
Deferred income tax assets . . . . . . . . 390,164 766,399
Other current assets . . . . . . . . . . . 937,307 1,120,430
----------- -----------
Total current assets. . . . . . . . . . 15,949,907 31,948,314
Property and equipment, net. . . . . . . . . 603,823 3,047,938
Deferred income tax assets . . . . . . . . . 182,621 240,572
Professional services agreement (note 3) . . - 9,956,250
Other assets, net. . . . . . . . . . . . . . 623,728 711,667
----------- -----------
Total assets. . . . . . . . . . . . . . $17,360,079 $45,904,741
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable to shareholder. . . . . . . . $ - $ 534,899
Accounts payable . . . . . . . . . . . . . 377,622 2,614,836
Federal income taxes payable . . . . . . . 1,020,980 2,208,894
Accrued expenses . . . . . . . . . . . . . 7,636,157 8,735,076
----------- -----------
Total current liabilities . . . . . . . 9,034,759 14,093,705
----------- -----------
Stockholders' equity:
Common stock, $.001 par value.
Authorized 50,000,000 shares;
15,719,338 and 19,099,282 (unaudited)
shares issued and outstanding at
December 31, 1997 and June 30, 1998,
respectively . . . . . . . . . . . . . . 15,719 19,099
Additional paid-in capital . . . . . . . . 14,123,398 27,202,481
Common stock subscription. . . . . . . . . - (147,129)
Deferred compensation. . . . . . . . . . . - (1,749,127)
Retained earnings (accumulated deficit). . (5,813,797) 6,485,712
----------- -----------
Total stockholders' equity. . . . . . . 8,325,320 31,811,036
Commitments (note 4)
----------- -----------
$17,360,079 $45,904,741
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
3
<PAGE>
ADAMS GOLF, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- -------------------------
1997 1998 1997 1998
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Net sales. . . . . . . . . . . . . . . . . . $3,973,795 $33,817,387 $5,448,735 $58,328,194
Cost of goods sold . . . . . . . . . . . . . 1,555,489 7,763,190 2,142,027 13,625,444
---------- ----------- ---------- -----------
Gross profit. . . . . . . . . . . . . 2,418,306 26,054,197 3,306,708 44,702,750
---------- ----------- ---------- -----------
Operating expenses:
Research and development expenses. . . . . 38,000 466,684 38,000 663,681
Selling and royalty expenses . . . . . . . 1,867,324 11,138,531 2,286,061 17,386,730
General and administrative expenses. . . . 509,177 3,511,763 837,905 6,376,962
Provision for bad debts. . . . . . . . . . - 180,000 75,767 646,213
---------- ----------- ---------- -----------
Total operating expenses. . . . . . . 2,414,501 15,296,978 3,237,733 25,073,586
---------- ----------- ---------- -----------
Operating income. . . . . . . . . . . 3,805 10,757,219 68,975 19,629,164
Other income (expense):
Interest income. . . . . . . . . . . . . . - 23,084 4,451 33,634
Interest expense . . . . . . . . . . . . . (9,791) (34,032) (22,881) (43,394)
Other. . . . . . . . . . . . . . . . . . . - (605) 4,350 (101,223)
---------- ----------- ---------- -----------
Income (loss) before income taxes . . (5,986) 10,745,666 54,895 19,518,181
Income tax expense (benefit) . . . . . . . . (1,531) 4,088,501 14,055 7,218,672
---------- ----------- ---------- -----------
Net income (loss) . . . . . . . . . . $ (4,455) $ 6,657,165 $ 40,840 $12,299,509
---------- ----------- ---------- -----------
---------- ----------- ---------- -----------
Income (loss) per common share (note 5):
Basic. . . . . . . . . . . . . . . . . . . $ .00 $ .35 $ .00 $ .68
---------- ----------- ---------- -----------
---------- ----------- ---------- -----------
Diluted. . . . . . . . . . . . . . . . . . $ .00 $ .35 $ .00 $ .66
---------- ----------- ---------- -----------
---------- ----------- ---------- -----------
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
4
<PAGE>
ADAMS GOLF, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Retained
Shares of Additional Common Earnings Total
Common Common Paid-in Stock Deferred (accumulated Stockholders'
Stock Stock Capital Subscription Compensation deficit) Equity
----- ----- ------- ------------ ------------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1997 . . . . . . . . . . . . . 15,719,338 $ 15,719 $ 14,123,398 $ - $ - $(5,813,797) $ 8,325,320
Issuance of stock options. . . . - - 2,027,485 - (2,027,485) - -
Exercise of stock options. . . . 2,479,944 2,480 927,498 (230,459) - - 699,519
Payment of stock subscription. . - - - 83,330 - - 83,330
Grant of stock (note 3). . . . . 900,000 900 10,124,100 - - - 10,125,000
Deferred compensation
amortization . . . . . . . . . - - - - 278,358 - 278,358
Net income . . . . . . . . . . . - - - - - 12,299,509 12,299,509
---------- -------- ------------ ---------- ------------ ----------- ------------
Balance, June 30, 1998 . . . . . 19,099,282 $ 19,099 $ 27,202,481 $(147,129) $(1,749,127) $ 6,485,712 $ 31,811,036
---------- -------- ------------ ---------- ------------ ----------- ------------
---------- -------- ------------ ---------- ------------ ----------- ------------
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
5
<PAGE>
ADAMS GOLF, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------------------
1997 1998
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . $ 40,840 $ 12,299,509
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization of property and
equipment and intangible assets. . . . . . . . . . . 82,358 814,522
Loss on retirement of fixed assets . . . . . . . . . . - 101,223
Amortization of deferred compensation. . . . . . . . . - 278,358
Deferred income taxes. . . . . . . . . . . . . . . . . - (434,186)
Allowance for doubtful accounts. . . . . . . . . . . . 89,967 450,464
Changes in assets and liabilities:
Trade receivables. . . . . . . . . . . . . . . . . . (1,209,390) (9,018,518)
Inventories. . . . . . . . . . . . . . . . . . . . . (504,770) (5,183,311)
Other current assets . . . . . . . . . . . . . . . . (112,588) (462,557)
Other assets . . . . . . . . . . . . . . . . . . . . (24,914) 244,246
Accounts payable . . . . . . . . . . . . . . . . . . 238,672 2,237,214
Federal income taxes payable . . . . . . . . . . . . 14,055 1,187,914
Accrued expenses . . . . . . . . . . . . . . . . . . 1,357,899 1,098,919
------------ ------------
Net cash provided by (used in) operating
activities . . . . . . . . . . . . . . . . . . (27,871) 3,613,797
------------ ------------
Cash flows from investing activities-purchase of
equipment. . . . . . . . . . . . . . . . . . . . . . . . (180,377) (3,008,255)
------------ ------------
Cash flows from financing activities:
Initial public offering costs. . . . . . . . . . . . . . - (515,039)
Proceeds from notes payable and line of credit . . . . . 250,000 7,135,041
Repayment of line of credit borrowings . . . . . . . . . - (6,000,000)
Repayment of notes payable . . . . . . . . . . . . . . . (30,406) (600,142)
Issuance of common stock . . . . . . . . . . . . . . . . - 782,849
------------ ------------
Net cash provided by financing activities. . . . 219,594 802,709
------------ ------------
Net increase in cash and cash equivalents. . . . . . . . . 11,346 1,408,251
Cash and cash equivalents at beginning of period . . . . . 854,543 1,955,563
------------ ------------
Cash and cash equivalents at end of period . . . . . . . . $ 865,889 $ 3,363,814
------------ ------------
Supplemental disclosure of cash flow information:
Interest paid. . . . . . . . . . . . . . . . . . . . . . $ 22,881 $ 27,732
------------ ------------
------------ ------------
Income taxes paid. . . . . . . . . . . . . . . . . . . . $ - $ 6,508,932
------------ ------------
------------ ------------
Supplemental disclosure of non-cash financing activity-
stock issued for professional services agreement
(note 3) . . . . . . . . . . . . . . . . . . . . . . . . $ - $ 10,125,000
------------ ------------
------------ ------------
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
6
<PAGE>
ADAMS GOLF, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements of Adams Golf, Inc.
(the "Company") for the three and six month periods ended June 30, 1997 and 1998
have been prepared by the Company, pursuant to the rules and regulations of the
Securities and Exchange Commission. The Company, founded in 1987, designs,
manufactures, markets, and distributes golf clubs and provides custom golf club
fitting technology. The Company's primary products are fairway woods that are
marketed under the trademark Tight Lies-Registered Trademark-.
The information furnished herein reflects all adjustments (consisting only of
normal recurring accruals and adjustments) which are, in the opinion of
management, necessary to fairly state the operating results for the respective
periods. However, these operating results are not necessarily indicative of the
results expected for the full fiscal year. Certain information and footnote
disclosures normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to such rules and regulations. The notes to the condensed consolidated
financial statements should be read in conjunction with the notes to the
consolidated financial statements contained in the Company's registration
statement (the "S-1") dated July 9, 1998.
2. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
Finished goods $ 2,063,803 $ 3,906,505
Component parts 2,422,760 5,763,369
------------ ------------
$ 4,486,563 $ 9,669,874
------------ ------------
------------ ------------
</TABLE>
3. PROFESSIONAL SERVICES AGREEMENT
The professional services agreement consists of a contract entered into by the
Company and Nicholas A. Faldo (Faldo), a professional golfer, which provides for
Faldo's endorsement and use of Adams products, as well as the design,
development and testing of new technologies and products. As consideration for
such services, Faldo received 900,000 shares of the Company's common stock,
which were valued at the fair market value of the stock ($11.25 per share) as of
May 1, 1998, the effective date of the agreement. The value of the stock will
be amortized over ten years, which represents the estimated period benefited by
the agreement.
4. COMMITMENTS
The Company had outstanding commitments (denominated in U.S. dollars) on letters
of credit of $3,056,920 at June 30, 1998 for the purchase of inventory from
foreign vendors.
7
<PAGE>
5. INCOME (Loss) PER SHARE
The weighted average common shares used for determining basic income (loss) per
common share were 11,873,234 and 18,802,579 for the three months ended June 30,
1997 and 1998, respectively, and 11,873,234 and 18,218,730 for the six months
ended June 30, 1997 and 1998, respectively. The effect of dilutive stock options
added 235,668 shares and 445,557 shares for the three and six months ended June
30, 1998, respectively, for the computation of diluted income (loss) per common
share. Stock options outstanding for the three and six months ended June 30,
1997 were not considered in the computation of net income (loss) per common
share because their effect is immaterial or antidilutive.
6. NEW ACCOUNTING PRONOUNCEMENTS
The Company is assessing the reporting and disclosure requirements of SFAS No.
131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. This
statement requires a public business enterprise to report financial and
descriptive information about its reportable operating segments. The statement
is effective for financial statements for periods beginning after December 15,
1997, but is not required for interim financial statements in the initial year
of its application. The Company will adopt the provisions of SFAS No. 131 in
its December 31, 1998 consolidated financial statements.
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5 ("SOP 98-5"), REPORTING OF THE COSTS OF START-UP
ACTIVITIES which is effective for financial statements issued for periods
beginning after December 15, 1998. The Company believes SOP 98-5 will not
have a material impact on its financial statements or accounting policies.
The Company will adopt the provisions of SOP 98-5 in the first quarter of 1999.
The Company is also assessing the reporting and disclosure requirements of
SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES.
This statement establishes accounting and reporting standards for derivative
instruments and hedging activities. The statement is effective for financial
statements for fiscal years beginning after June 15, 1999. The Company
believes SFAS No. 133 will not have a material impact on its financial
statements or accounting policies. The Company will adopt the provisions of
SFAS No. 133 in the first quarter of 2000.
7. SUBSEQUENT EVENT
The Company completed the sale of 4,000,000 shares of common stock through an
initial public offering (the "Offering") on July 15, 1998. The offering
resulted in net proceeds to the Company of approximately $58.3 million after
deducting offering expenses, discounts and commissions. On July 20, 1998,
the Company completed the sale of an additional 37,500 shares of common stock
in connection with the underwriters' exercise of their option to cover
over-allotments, resulting in net proceeds of $0.6 million. In connection
with the initial public offering, the Company had incurred costs of $515,039
through June 30, 1998 which are included in other assets in the accompanying
condensed consolidated balance sheet and will be reclassified as a reduction
of the proceeds of the stock offering to be recorded in the Company's third
quarter.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is management's representation of the
financial position as of June 30, 1998 and the results of operations of the
Company for the three months and six months ended June 30, 1997 and 1998. This
discussion and analysis should be read in conjunction with the attached
unaudited condensed consolidated financial statements and notes thereto, and
with the Company's consolidated financial statements and notes thereto included
in the S-1.
OVERVIEW
The Company designs, manufactures and markets premium quality, technologically
innovative golf clubs. Founded in 1987, the Company operated initially as a
components supplier and contract manufacturer. Thereafter, the Company
established its custom fitting operation which currently services a network of
over 100 certified custom fitting accounts. In the fall of 1995, the Company
introduced the original Tight Lies-Registered Trademark- fairway wood and, in
December 1996, the Company extended the Tight Lies-Registered Trademark- line to
include the Tight Lies-Registered Trademark- Strong 3, Strong 5 and Strong 7,
with the Tight Lies-Registered Trademark- Strong 9 being introduced in January
1998. Sales of the Tight Lies-Registered Trademark- line of products increased
significantly subsequent to the second quarter of 1997 when the Company launched
an infomercial relating to the original Tight Lies-Registered Trademark- fairway
wood. The Company's net sales are primarily derived from sales to on- and
off-course golf shops and selected sporting goods retailers and, to a much
lesser extent, direct sales to consumers, international distributors and the
Company's custom fitting accounts.
The Company does not currently manufacture the components required to assemble
its golf clubs, relying instead on various component suppliers. Costs of the
Company's Tight Lies-Registered Trademark- fairway woods consist primarily of
component parts, including the head, shaft and grip. To a lesser extent, the
Company's cost of goods sold includes labor and occupancy costs in connection
with the inspection, testing and assembly of component parts at its facility in
Plano, Texas.
9
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth operating results expressed as a percentage of
net sales for the periods indicated. All information is derived from the
accompanying unaudited condensed consolidated financial statements. Results for
any one or more periods are not necessarily indicative of annual results or
continuing trends. See "Seasonality and Quarterly Fluctuations" below.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ----------------
1997 1998 1997 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of goods sold 39.1 23.0 39.3 23.4
----- ----- ----- -----
Gross profit 60.9 77.0 60.7 76.6
Operating expenses 60.8 45.2 59.4 42.9
----- ----- ----- -----
Operating income 0.1 31.8 1.3 33.7
Interest expense 0.2 0.1 0.4 0.1
Other income (expense) - 0.1 0.2 (0.1)
----- ----- ----- -----
Income (loss) before income taxes (0.1) 31.8 1.1 33.5
Income tax expense - 12.1 0.3 12.4
----- ----- ----- -----
Net income (loss) (0.1) 19.7 0.8 21.1
----- ----- ----- -----
----- ----- ----- -----
</TABLE>
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998
Net sales increased to $33.8 million for the three months ended June 30, 1998
from $4.0 million for the comparable period of 1997, primarily due to the
continued market acceptance of the Company's Tight Lies-Registered Trademark-
line of fairway woods, and, to a lesser extent, a price increase effective
January 1, 1998. Net sales of the Tight Lies-Registered Trademark- line of
fairway woods increased to $32.8 million from $3.3 million for the comparable
period of 1997, and increased as a percentage of net sales to 96.9% from 83.8%,
respectively. Sales of the Tight Lies-Registered Trademark- fairway woods
increased subsequent to the Company's introduction of an infomercial marketing
its original Tight Lies-Registered Trademark- fairway wood in the second quarter
of 1997. Net sales of other product lines for the three months ended June 30,
1998 increased to $1.0 million from $0.7 million for the comparable period of
1997, but decreased as a percentage of net sales to 3.1% from 16.2%,
respectively. Net sales of the Company's products outside the U.S. increased to
$4.1 million for the three months ended June 30, 1998 from $0.2 million for the
three months ended June 30, 1997, and increased as a percentage of net sales to
12.2% from 6.1%, respectively. The increase in international sales was due to
increased market acceptance of the Tight Lies-Registered Trademark- fairway
woods and expanded international marketing efforts beginning in the last half of
1997.
Cost of goods sold increased to $7.8 million for the three months ended June 30,
1998 from $1.6 million for the comparable period of 1997, but decreased as a
percentage of net sales to 23.0% from 39.1%, respectively, primarily due to an
increased percentage of net sales attributable to the higher margin Tight
Lies-Registered Trademark- fairway woods and the inherent cost savings
associated with buying components in large volumes and assembling them on a
substantially increased scale.
10
<PAGE>
Operating expenses are composed primarily of selling and royalty expenses,
general and administrative expenses, and to a lesser extent, research and
development expenses. Selling and royalty expenses increased to $11.1 million
for the three months ended June 30, 1998 from $1.9 million for the comparable
period of 1997 as a result of hiring additional employees, incurring increased
levels of services provided by independent contractors and increased marketing
and advertising efforts. Selling and royalty expenses decreased as a percent of
net sales to 32.9% from 47.0% respectively, primarily due to the economies of
scale of providing advertising for a substantially higher volume of sales.
General and administrative expenses, including provisions for bad debts,
increased to $3.7 million for the three months ended June 30, 1998 from $0.5
million for the comparable period ended June 30, 1997, primarily as a result of
hiring additional employees and incurring higher occupancy costs. As a percent
of sales, general and administrative expenses decreased to 10.9% for the three
months ended June 30, 1998 from 12.8% for the comparable period in 1997
primarily due to the fixed nature of many of the general and administrative
expenses when compared to the increased volume of net sales. Research and
development expenses for the three months ended June 30, 1998 increased to
$467,000 from $38,000 for the same period in 1997, and increased as a percent of
net sales to 1.4% from 1.0%, primarily due to increased salaries, consulting,
and tooling expenses associated with the development of new products.
Operating income increased to $10.8 million for the three months ended June 30,
1998 from $4,000 for the comparable period of 1997, and increased as a
percentage of net sales to 31.8% from 0.1%, respectively.
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998
Net sales increased to $58.3 million for the six months ended June 30, 1998 from
$5.4 million for the comparable period of 1997, primarily due to the continued
market acceptance of the Company's Tight Lies-Registered Trademark- line of
fairway woods, and, to a lesser extent, a price increase effective January 1,
1998. Net sales of the Tight Lies-Registered Trademark- line of fairway woods
increased to $56.6 million from $4.5 million for the comparable period of 1997,
and increased as a percentage of net sales to 97.0% from 81.7%, respectively.
Sales of the Tight Lies-Registered Trademark- fairway woods increased subsequent
to the Company's introduction of an infomercial marketing its original Tight
Lies-Registered Trademark- fairway wood in the second quarter of 1997. Net sales
of other product lines for the six months ended June 30, 1998 increased to
$1.7 million from $0.9 million for the comparable period of 1997, but decreased
as a percentage of net sales to 3.0% from 18.3%, respectively. Net sales of the
Company's products outside the U.S. increased to $5.5 million for the six months
ended June 30, 1998 from $0.4 million for the six months ended June 30, 1997,
and increased as a percentage of net sales to 9.5% from 7.4%, respectively. The
increase in international sales was due to increased market acceptance of the
Tight Lies-Registered Trademark- fairway woods and expanded international
marketing efforts beginning in the last half of 1997.
Cost of goods sold increased to $13.6 million for the six months ended June 30,
1998 from $2.1 million for the comparable period of 1997, but decreased as a
percentage of net sales to 23.4% from 39.3%, respectively, primarily due to an
increased percentage of net sales attributable to the higher margin Tight
Lies-Registered Trademark- fairway woods and the inherent cost savings
associated with buying components in large volumes and assembling them on a
substantially increased scale.
11
<PAGE>
Operating expenses are composed primarily of selling and royalty expenses,
general and administrative expenses, and to a lesser extent, research and
development expenses. Selling and royalty expenses increased to $17.4
million for the six months ended June 30, 1998 from $2.3 million for the
comparable period in 1997 as a result of hiring additional employees,
incurring increased levels of services provided by independent contractors
and increased marketing and advertising efforts. Selling and royalty expenses
decreased as a percent of net sales to 29.8% from 42.0% respectively,
primarily due to the economies of scale of providing advertising for a
substantially higher volume of sales. General and administrative expenses,
including provisions for bad debts, increased to $7.0 million for the six
months ended June 30, 1998 from $0.9 million for the comparable period ended
June 30, 1997, primarily as a result of hiring additional employees and
incurring higher occupancy costs. As a percent of sales, general and
administrative expenses decreased to 12.0% for the six months ended June 30,
1998 from 16.8% for the comparable period in 1997 primarily due to the fixed
nature of many of the general and administrative expenses when compared to
the increased volume of net sales. Research and development expenses for the
six months ended June 30, 1998 increased to $664,000 from $38,000 for the
comparable period in 1997, and increased as a percent of net sales to 1.1%
from 0.7%, primarily due to increased salaries, consulting, and tooling
expenses associated with the development of new products.
Operating income increased to $19.6 million for the six months ended June 30,
1998 from $69,000 for the comparable period of 1997, and increased as a
percentage of net sales to 33.7% from 1.3% respectively.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased to $3.4 million at June 30, 1998 from $2.0
million at December 31, 1997, primarily as a result of $3.6 million provided by
cash flows from operations, $0.8 million provided from the issuance of Common
Stock, less $3.0 million used to purchase equipment. The increase in cash flows
provided by operations was primarily a result of increased net income, and, to a
lesser extent, an increase in payables and accrued expenses of $4.5 million for
the six months ended June 30, 1998. The increase in payables and accrued
expenses were primarily due to purchases of advertising media during the golf
season, increased income taxes, system development software and consulting
services, and accrued compensation incentives. Primary uses of operating cash
flows were increases in receivables and inventory of $8.6 million and $5.2
million, respectively for the six months ended June 30, 1998. The increases in
receivables and inventory are primarily the result of continued sales growth.
Cash used in investing activities of $3.0 million for the six months ended June
30, 1998, is primarily related to purchases of computer equipment and software,
telephone systems, and furniture and fixtures. The Company anticipates making
capital expenditures in the ordinary course of business of approximately $4.0
million in the balance of 1998, which includes implementing a customer
management information system and an enterprise resource planning system.
Working capital totaled $17.9 million at June 30, 1998 compared to $6.9 million
at December 31, 1997.
The Company has a $10.0 million revolving credit facility, which expires on
December 31, 1998. At June 30, 1998, the Company had no outstanding borrowings
under this facility. Borrowings under the Company's revolving credit facility
agreement are at interest rates based on the lending bank's general refinance
rate of interest or certain LIBOR rates of interest. Obligations under the
revolving credit facility loan agreement are collateralized by substantially all
of the accounts receivable, inventory and equipment of the Company. During the
first quarter of 1998, the Company borrowed approximately $1.1 million in the
form of a note payable to the Company's founder, Chief Executive Officer and
President to be used for working capital purposes. The remaining principal
amount of the note ($534,899 at June 30, 1998) is payable in two installments on
December 15, 1998 and April 14, 1999 at an interest rate of 5.39%.
12
<PAGE>
The Company is not aware of any event or trend which would potentially affect
its liquidity. In the event such a trend would develop, the Company believes
that the cash flow from operations, the net proceeds of the Offering
(approximately $58.8 million) and the Company's $10.0 million credit facility
would be sufficient to meet operating needs and capital expenditures for at
least the next 12 months.
SEASONALITY AND QUARTERLY FLUCTUATIONS
Golf generally is regarded as a warm weather sport and sales of golf equipment
historically have been strongest during the second and third quarters, with the
weakest sales occurring during the fourth quarter. In addition, sales of golf
clubs are dependent on discretionary consumer spending, which may be affected by
general economic conditions. A decrease in consumer spending generally could
result in decreased spending on golf equipment, which could have a material
adverse effect on the Company's business, operating results and financial
condition. In addition, the Company's future results of operations could be
affected by a number of other factors, such as unseasonal weather patterns;
demand for and market acceptance of the Company's existing and future products;
new product introductions by the Company's competitors; competitive pressures
resulting in lower than expected average selling prices; and the volume of
orders that are received and that can be fulfilled in a quarter. Any one or more
of these factors could result in the Company failing to achieve its expectations
as to future sales or net income.
YEAR 2000 COMPLIANCE
Many existing computer systems and applications and other control devices use
only two digits to identify a year in the date field without considering the
impact of the upcoming change in the century. As a result, as year 2000
approaches, computer systems and applications used by many companies may need to
be upgraded to comply with Year 2000 requirements ("Year 2000"). The Company
relies on its systems in operating and monitoring many significant aspects of
its business, including financial systems (such as general ledger, accounts
payable, accounts receivable, inventory and order management), customer
services, infrastructure and network and telecommunications equipment. The
Company also relies directly and indirectly on the systems of external business
enterprises such as customers, suppliers, creditors, financial organizations and
domestic and international governments. The Company currently estimates that its
costs associated with Year 2000 compliance, including any costs associated with
the consequences of incomplete or untimely resolution of Year 2000 compliance
issues, will not have a material adverse effect on the Company's business,
financial condition or results of operations. However, the Company has not
exhaustively investigated and does not believe it has fully identified the
impact of Year 2000 compliance and has not concluded that it can resolve any
issues that may arise in complying with Year 2000 without disruption of its
business or without incurring significant expense. In addition, even if the
Company's internal systems are not materially affected by Year 2000 compliance
issues, the Company could be affected through disruption in the operation of the
enterprises with which the Company interacts.
13
<PAGE>
FORWARD-LOOKING STATEMENTS
This Quarterly Report contains "forward-looking statements" made under the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on the beliefs of the
Company's management as well as assumptions made by and information currently
available to the Company's management. When used in this report, the words
"anticipate," "believe," "expect" and words or phrases of similar import, as
they relate to the Company or Company management, are intended to identify
forward-looking statements. Such statements reflect the current view of the
Company with respect to future events and are subject to certain risks,
uncertainties and assumptions related to certain factors including, without
limitation, product development; product introductions; market demand and
acceptance of products; the impact of changing economic conditions; business
conditions in the golf industry; reliance on third parties including
suppliers; the impact of market peers and their products; the actions of
competitors, including pricing; risks concerning future technology; and one
time events and other factors detailed in the Company's prospectus and other
Securities and Exchange Commission filings. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to
have been correct. Based upon changing conditions, should any one or more of
these risks or uncertainties materialize, or should any underlying
assumptions prove incorrect, actual results may vary materially from those
described herein. The Company does not intend to update these forward-looking
statements. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the applicable cautionary statements.
14
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Use of Proceeds.
(1) On July 9, 1998 the Securities and Exchange Commission declared
effective the Company's Registration Statement on Form S-1
(File No. 333-51715).
(2) The Offering date was July 10, 1998.
(3) Not applicable.
(4) (i) The Offering has terminated and all of the securities
registered have been sold.
(ii) Managing Underwriters: Lehman Brothers, NationsBanc
Securities LLC and Ferris, Baker Watts, Incorporated
(iii) Title of Class of Securities Registered: Common Stock,
par value $0.001 per share.
(iv)
<TABLE>
SELLING
ISSUER SHAREHOLDERS
------ ------------
<S> <C> <C>
Amount registered (shares)........ 4,037,500 2,862,500
Aggregate price of the offering
amount registered............... $64,600,000 $45,800,000
Amount sold (shares).............. 4,037,500 2,862,500
Aggregate offering price of the
amount sold to date............. $64,600,000 $45,800,000
(v) Estimate of Expenses:
Underwriters' discounts and commissions $ 7,728,000
Less: Underwriters' discounts and commissions
paid by selling shareholders (3,206,000)
All other expenses (estimated) 1,250,000
-----------
Total expenses paid by issuer $ 5,772,000
-----------
-----------
</TABLE>
All of the total expenses paid by issuer of $5,772,000,
were comprised of direct or indirect payments to others.
(vi) Net Offering Proceeds: $58,828,000 to issuer.
(vii) Use of Net Offering Proceeds: Pending final application of
the net proceeds of the Offering, the Company has invested
such proceeds primarily in interest bearing marketable
securities.
(viii) Material Change in the Use of Proceeds: Not applicable.
ITEM 6(a). EXHIBITS
SEE EXHIBITS INDEX AT PAGE 17.
ITEM 6(b). REPORTS ON FORM 8-K
None
15
<PAGE>
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereonto duly authorized.
Date: August 6, 1998 By: /s/ B. H. (Barney) Adams
-------------------------------------
B. H. (Barney) Adams, Chairman of
the Board, Chief Executive Officer
and President
Date: August 6, 1998 By: /s/ Darl P. Hatfield
-------------------------------------
Darl P. Hatfield, Senior Vice
President-Finance and Administration
and Chief Financial Officer
16
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Location
- ------- ----------- --------
<S> <C> <C>
Exhibit 3.1 Amended and Restated Certificate of Incorporated by reference to Form S-1
Incorporation (Exhibit 3.1)
Exhibit 3.2 Amended and Restated By-laws Incorporated by reference to Form S-1
(Exhibit 3.2)
Exhibit 4.1 1998 Stock Incentive Plan of the Incorporated by reference to Form S-1
Company dated February 26, 1998 (Exhibit 4.1)
Exhibit 4.2 1996 Stock Option Plan dated Incorporated by reference to Form S-1
April 10, 1998 (Exhibit 4.2)
Exhibit 4.3 Registration Rights Agreement dated Incorporated by reference to Form S-1
April 30, 1998, among the Company (Exhibit 4.3)
and certain stockholders of the
Company
Exhibit 4.4 Adams Golf, Ltd. 401(k) Retirement Incorporated by reference to Form S-1
Plan (Exhibit 4.4)
Exhibit 10.1 Agreement between the Registrant and Incorporated by reference to Form S-1
Nick Faldo, dated April 22, 1998 (Exhibit 10.1)
Exhibit 10.2 Revolving credit agreement dated Incorporated by reference to Form S-1
February 27, 1998, between Adams (Exhibit 10.2)
Golf Direct Response, Ltd., Adams
Golf, Ltd. And NationsBank of
Texas N.A.
Exhibit 10.3 Commercial lease agreement dated Incorporated by reference to Form S-1
December 5, 1997, between (Exhibit 10.3)
Jackson-Shaw Technology Center II,
Ltd. and the Company
Exhibit 10.4 Commercial lease agreement dated Incorporated by reference to Form S-1
April 6, 1998, between Jackson-Shaw (Exhibit 10.4)
Technology Center II, Ltd. and the
Company
Exhibit 10.5 Letter agreement dated April 13, Incorporated by reference to Form S-1
1998, between the Company and (Exhibit 10.5)
Darl P. Hatfield
Exhibit 11.1 Computation of Per Share Earnings Included in this filing
Exhibit 27.1 Financial Data Schedule Included in this filing
</TABLE>
17
<PAGE>
EARNINGS PER SHARE - EXHIBIT 11.1
(UNAUDITED)
BASIC INCOME (LOSS) PER SHARE:
<TABLE>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
1997 1998 1997 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net income (loss) $ (4,455) $ 6,657,165 $ 40,840 $12,299,509
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Weighted average shares outstanding 11,873,234 18,802,579 11,873,234 18,218,730
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Income (loss) per share $ .00 $ .35 $ .00 $ .68
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
DILUTED INCOME (LOSS) PER SHARE:
<TABLE>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
1997 1998 1997 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net income (loss) $ (4,455) $ 6,657,165 $ 40,840 $12,299,509
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Weighted average shares outstanding 11,873,234 18,802,579 11,873,234 18,218,730
Effect of dilutive shares-stock options - 235,668 - 445,557
----------- ----------- ----------- -----------
Total weighted average dilutive shares 11,873,234 19,038,247 11,873,234 18,664,287
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Income (loss) per share $ .00 $ .35 $ .00 $ .66
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR ADAMS GOLF, INC. AND
ITS SUBSIDIARIES FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 3,363,814
<SECURITIES> 0
<RECEIVABLES> 17,387,819
<ALLOWANCES> 1,148,805
<INVENTORY> 9,669,874
<CURRENT-ASSETS> 31,948,314
<PP&E> 3,680,507
<DEPRECIATION> 632,569
<TOTAL-ASSETS> 45,904,741
<CURRENT-LIABILITIES> 14,093,705
<BONDS> 0
0
0
<COMMON> 19,099
<OTHER-SE> 31,791,937
<TOTAL-LIABILITY-AND-EQUITY> 45,904,741
<SALES> 58,328,194
<TOTAL-REVENUES> 58,328,194
<CGS> 13,625,444
<TOTAL-COSTS> 17,386,730
<OTHER-EXPENSES> 7,040,643
<LOSS-PROVISION> 646,213
<INTEREST-EXPENSE> 43,394
<INCOME-PRETAX> 19,518,181
<INCOME-TAX> 7,218,672
<INCOME-CONTINUING> 12,299,509
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,299,509
<EPS-PRIMARY> .68
<EPS-DILUTED> .66
</TABLE>
