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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 4, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER XXX-XXXXX
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TRUE TEMPER SPORTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 3949 52-2112620
(STATE OF OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
8275 TOURNAMENT DRIVE
SUITE 200
MEMPHIS, TENNESSEE 38125
TELEPHONE: (901) 746-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
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 [ ] No [X].
As of July 4, 1999 the Registrant had 100 shares of Common Stock, $0.01 par
value per share, outstanding.
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TRUE TEMPER SPORTS, INC.
INDEX
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<CAPTION>
PAGE
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<S> <C> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
3
Condensed Statements of Operations for the three and six
month periods ended July 4, 1999 (Unaudited) and June 28,
1998 (Unaudited)............................................
4
Condensed Balance Sheets as of July 4, 1999 (Unaudited) and
December 31, 1998...........................................
5
Condensed Statements of Cash Flows for the six month periods
ended July 4, 1999 (Unaudited) and June 28, 1998
(Unaudited).................................................
6
Notes to Condensed Financial Statements (Unaudited).........
Item 2. Management's Discussion and Analysis of Financial Condition 8
and Results of Operations...................................
Item 3. Quantitative and Qualitative Disclosures About Market 12
Risk........................................................
PART OTHER INFORMATION
II.
Item 1. Legal Proceedings........................................... 13
Item 2. Changes in Securities and Use of Proceeds................... 13
Item 3. Defaults Upon Senior Securities............................. 13
Item 4. Submission of Matters to a Vote of Security Holders......... 13
Item 5. Other Information........................................... 13
Item 6. Exhibits and Reports on Form 8-K............................ 13
Signatures.................................................................... 15
Exhibit Index................................................................. 16
</TABLE>
2
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRUE TEMPER SPORTS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF TRUE TEMPER CORPORATION)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
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<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED ENDED
-------------------- -------------------
JULY 4, JUNE 28, JULY 4, JUNE 28,
1999 1998 1999 1998
-------- -------- ------- --------
<S> <C> <C> <C> <C>
Net sales.......................................... $27,144 $27,638 $50,550 $ 52,870
Cost of sales...................................... 16,694 17,569 30,923 33,054
------- ------- ------- --------
GROSS PROFIT.................................. 10,450 10,069 19,627 19,816
Selling, general and administrative expenses....... 4,151 4,114 8,120 8,018
Amortization of goodwill........................... 675 616 1,351 1,232
Write-off of goodwill.............................. -- -- -- 40,000
Restructuring costs................................ 245 -- 378 --
------- ------- ------- --------
OPERATING INCOME (LOSS)....................... 5,379 5,339 9,778 (29,434)
Interest expense................................... 3,559 -- 7,317 --
Other expenses (income), net....................... (30) 7 (29) 59
------- ------- ------- --------
INCOME (LOSS) BEFORE INCOME TAXES............. 1,850 5,332 2,490 (29,493)
Income taxes....................................... 971 2,260 1,482 4,461
------- ------- ------- --------
NET INCOME (LOSS)............................. $ 879 $ 3,072 $ 1,008 $(33,954)
======= ======= ======= ========
</TABLE>
See accompanying notes to condensed financial statements
3
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TRUE TEMPER SPORTS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF TRUE TEMPER CORPORATION)
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
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<CAPTION>
JULY 4, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................. $ 3,815 $ 2,265
Receivables, net.......................................... 14,369 12,591
Inventories............................................... 11,717 10,986
Prepaid expenses and other current assets................. 1,356 1,611
-------- --------
Total current assets................................... 31,257 27,453
Property, plant and equipment, net.......................... 20,939 21,991
Goodwill, net............................................... 78,382 79,733
Deferred tax assets......................................... 54,400 55,822
Other assets................................................ 4,698 4,627
-------- --------
Total assets........................................... $189,676 $189,626
======== ========
LIABILITIES & STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Current portion of long-term debt......................... $ 1,150 $ 900
Accounts payable.......................................... 5,522 7,785
Accrued expenses and other liabilities.................... 9,229 7,561
-------- --------
Total current liabilities.............................. 15,901 16,246
Long-term debt less the current portion..................... 135,769 136,406
Other liabilities........................................... 2,119 2,095
-------- --------
Total liabilities...................................... 153,789 154,747
STOCKHOLDER'S EQUITY
Common stock -- par value $0.01 per share; authorized
1,000 shares; issued and outstanding 100 shares........ -- --
Additional paid in capital................................ 40,326 40,326
Accumulated deficit....................................... (4,439) (5,447)
-------- --------
Total stockholder's equity............................. 35,887 34,879
-------- --------
Total liabilities and stockholder's equity............. $189,676 $189,626
======== ========
</TABLE>
See accompanying notes to condensed financial statements
4
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TRUE TEMPER SPORTS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF TRUE TEMPER CORPORATION)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE SIX
MONTHS ENDED
-------------------
JULY 4, JUNE 28,
1999 1998
------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss)......................................... $ 1,008 $(33,954)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization.......................... 3,032 2,869
Amortization of deferred financing costs............... 292 --
Write-off of goodwill.................................. -- 40,000
Gain on disposal of property, plant and equipment...... (25) --
Deferred taxes......................................... 1,422 --
Changes in operating assets and liabilities, net....... (2,708) (5,123)
------- --------
Net cash provided by operating activities............ 3,021 3,792
INVESTING ACTIVITIES
Purchase of property, plant and equipment................. (681) (1,032)
Proceeds from the sales of property, plant and
equipment.............................................. 32 --
------- --------
Net cash used in investing activities................ (649) (1,032)
FINANCING ACTIVITIES
Principal payments on bank debt........................... (388) --
Principal payments on capital leases...................... (62) --
Payment of debt issuance costs............................ (78) --
Other..................................................... (294) --
Net proceeds to former parent company..................... -- (3,784)
------- --------
Net cash used in financing activities................ (822) (3,784)
Net increase (decrease) in cash............................. 1,550 (1,024)
Cash at beginning of period................................. 2,265 1,299
------- --------
Cash at end of period....................................... $ 3,815 $ 275
======= ========
</TABLE>
See accompanying notes to condensed financial statements
5
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TRUE TEMPER SPORTS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF TRUE TEMPER CORPORATION)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS OTHERWISE INDICATED)
1) BASIS OF PRESENTATION
The accompanying unaudited financial statements of True Temper Sports, Inc.
("True Temper" or the "Company") have been prepared in accordance with the rules
and regulations of the Securities and Exchange Commission ("SEC") for quarterly
reports on Form 10-Q and consequently do not include all the disclosures
required by generally accepted accounting principles. It is suggested that these
financial statements be read in conjunction with the audited financial
statements and the notes thereto for the year ended December 31, 1998. In the
opinion of management, the financial statements include all adjustments
(consisting only of normal recurring accruals) which are necessary for the fair
presentation of results for interim periods.
The Company's fiscal year begins on January 1 and ends on December 31 of
each year. During the course of the year the Company closes its books on a
monthly and quarterly basis following a 4,4,5 week closing calendar. Since the
Company uses Sunday as the last day of each period (with the exception of
December) the number of days in the first and fourth quarters of any given year
can vary depending on which day of the week January 1st falls on.
2) RECENT ACCOUNTING PRONOUNCEMENT
In June 1999, FASB Statement 137, "Accounting for Derivative Instruments
and Hedging Activity-Deferral of the Effective Date of FASB Statement 133", was
issued. This Statement shall be effective for all fiscal quarters of all fiscal
years beginning after June 15, 2000. The Company has only limited involvement
with derivative financial instruments, and does not use them for trading
purposes. This new accounting statement is not expected to have a material
impact on the Company's financial statements.
3) 1998 RESTRUCTURING PROGRAM
In December 1998, the Company announced a restructuring program, the
principal component of which is the consolidation of the Company's Olive Branch,
Mississippi composite manufacturing operations into its El Cajon, California
facility. The El Cajon facility was acquired in connection with the Company's
acquisition of substantially all the assets of Grafalloy Corporation on October
26, 1998. In the second quarter of 1999 the Company completed its shutdown of
the Olive Branch facility and its expansion of the El Cajon facility by
approximately 25,000 square feet. The remainder of the restructuring program
will be completed over a period of approximately 6 months, and is being
undertaken to reduce fixed overhead and better leverage the fixed investment the
Company has in the composite business.
In the fourth quarter of 1998, as part of the restructuring program, an
accrual of $1,350 was established primarily to cover costs associated with
exiting the Olive Branch, Mississippi facility. As of July 4, 1999, direct
charges to this accrual totaled $133, of which $54 was recorded during the
second quarter of 1999.
In addition, the Company recorded restructuring expenses of $133 and $245
during the first and second quarters of 1999, respectively, related to the
transition of manufacturing from the Olive Branch facility to the El Cajon
facility.
6
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TRUE TEMPER SPORTS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF TRUE TEMPER CORPORATION)
NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
4) INVENTORIES
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<CAPTION>
JULY 4, DECEMBER 31,
1999 1998
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Raw materials............................................... $ 2,095 $ 2,395
Work in process............................................. 3,211 2,460
Finished goods.............................................. 6,411 6,131
------- -------
Total....................................................... $11,717 $10,986
======= =======
</TABLE>
5) SEGMENT REPORTING
The Company operates in two reportable business segments: golf shafts and
specialty tubing. The Company's reportable segments are based on the type of
product manufactured and the application of that product in the marketplace. The
golf shaft segment manufactures and sells steel and composite golf club shafts
for use exclusively in the golf industry. The specialty tubing segment
manufactures and sells high strength, high tolerance tubular components for
bicycle, automotive and recreational sport markets. The company evaluates the
performance of these segments based on segment sales and gross profit. The
Company has no inter-segment sales.
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<CAPTION>
FOR THE THREE FOR THE SIX
MONTHS ENDED MONTHS ENDED
------------------- -------------------
JULY 4, JUNE 28, JULY 4, JUNE 28,
1999 1998 1999 1998
------- -------- ------- --------
<S> <C> <C> <C> <C>
Net sales:
Golf shafts............................... $25,993 $26,474 $48,526 $50,790
Specialty tubing.......................... 1,151 1,164 2,024 2,080
------- ------- ------- -------
Total.................................. $27,144 $27,638 $50,550 $52,870
======= ======= ======= =======
Gross profit:
Golf shafts............................... $10,195 $ 9,714 $19,163 $19,151
Specialty tubing.......................... 255 355 464 665
------- ------- ------- -------
Total.................................. $10,450 $10,069 $19,627 $19,816
======= ======= ======= =======
</TABLE>
Following is a reconciliation of total reportable segment gross profit to
total Company income (loss) before income taxes:
<TABLE>
<CAPTION>
FOR THE THREE FOR THE SIX
MONTHS ENDED MONTHS ENDED
------------------- -------------------
JULY 4, JUNE 28, JULY 4, JUNE 28,
1999 1998 1999 1998
------- -------- ------- --------
<S> <C> <C> <C> <C>
Total reportable segment gross profit..... $10,450 $10,069 $19,627 $ 19,816
Less:
SG&A expenses........................... 4,151 4,114 8,120 8,018
Amortization of goodwill................ 675 616 1,351 1,232
Write-off of goodwill................... -- -- -- 40,000
Restructuring costs..................... 245 -- 378 --
Interest expense........................ 3,559 -- 7,317 --
Other expenses, net..................... (30) 7 (29) 59
------- ------- ------- --------
Total Company income (loss) before income
taxes................................... $ 1,850 $ 5,332 $ 2,490 $(29,493)
======= ======= ======= ========
</TABLE>
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the more
detailed information in our 1998 Annual Financial Statements, including the
notes thereto, appearing most recently in Amendment No. 4 to Form S-4 which was
declared effective by the SEC on June 10, 1999.
RESULTS OF OPERATIONS
The following table sets forth the components of net income as a percentage
of net sales for the periods indicated:
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<CAPTION>
FOR THE 3 MONTHS ENDED FOR THE 6 MONTHS ENDED
---------------------- ----------------------
JULY 4, JUNE 28, JULY 4, JUNE 28,
1999 1998 1999 1998
------- -------- ------- --------
<S> <C> <C> <C> <C>
Net sales.................................. 100.0% 100.0% 100.0% 100.0%
Cost of sales.............................. 61.5 63.6 61.2 62.5
Gross profit............................... 38.5 36.4 38.8 37.5
SG&A expenses.............................. 15.3 14.9 16.1 15.2
Amortization of goodwill................... 2.5 2.2 2.7 2.3
Write-off of goodwill...................... 0.0 0.0 0.0 75.7
Restructuring costs........................ 0.9 0.0 0.7 0.0
Operating income (loss)............... 19.8 19.3 19.3 (55.7)
Interest expenses.......................... 13.1 0.0 14.5 0.0
Other expenses, net........................ (0.1) 0.0 (0.1) 0.1
Income (loss) before income taxes..... 6.8 19.3 4.9 (55.8)
Income taxes............................... 3.6 8.2 2.9 8.4
Net income (loss)..................... 3.2% 11.1% 2.0% (64.2)%
Other Information:
EBITDA..................................... 25.4% 24.4% 25.3% 25.4%
Adjusted EBITDA............................ 28.2% 24.4% 27.4% 25.4%
</TABLE>
SECOND QUARTER ENDED JULY 4, 1999 COMPARED TO THE SECOND QUARTER ENDED JUNE
28, 1998:
NET SALES for the second quarter of 1999 decreased $0.5 million, or (1.8%),
to $27.1 million from $27.6 million in the second quarter of 1998. Golf shaft
sales decreased $0.5 million, or (1.8%), to $26.0 million in the second quarter
of 1999 from $26.5 million in the second quarter of 1998. This decrease in sales
was driven by decreased unit sales for both the premium and commercial steel
shaft products. We attribute this decline in steel shaft sales to the general
softness in the entire golf equipment industry and the resulting buildup of
inventory in both the original equipment manufacturer ("OEM") and distributor
channels. Graphite shaft sales increased in the second quarter of 1999 with the
incremental volume from our acquisition of Grafalloy. Specialty tubing sales
were flat at $1.2 million in the second quarter of each year.
Net sales to international customers decreased $0.6 million, or (15.2%), to
$3.5 million in the second quarter of 1999 from $4.1 million in the second
quarter of 1998. This decrease was driven primarily by sales declines in Europe,
which appears to be experiencing the same industry softness that the U.S. has
seen.
GROSS PROFIT for the second quarter of 1999 increased $0.4 million, or
3.8%, to $10.5 million from $10.1 million in the second quarter of 1998. Gross
profit as a percentage of net sales increased to 38.5% in the second quarter of
1999 from 36.4% in the second quarter of 1998. Although sales decreased slightly
overall during the second quarter, we experienced an improvement in margin, due
in part to favorable product mix. Steel shafts experienced a trend towards
higher margin premium shafts at the expense of the lower margin commercial steel
shafts. We also experienced a favorable profit margin trend in graphite as the
premium mix improved with sales of ProLite and EI-70.
8
<PAGE> 9
In addition, gross profit margin improved from selling price changes,
ongoing cost reduction programs and the initial benefits derived from the
consolidation of our graphite shaft manufacturing operations into one facility.
In the second quarter of 1999 we paid a ratification bonus of $0.4 million
to the union members at our steel golf shaft plant in Mississippi. This
ratification bonus was paid in conjunction with a new four-year collective
bargaining agreement that expires in June 2003. Excluding the impact of this
ratification bonus, gross profit for the second quarter of 1999 would have
increased $0.8 million, or 7.8%, to $10.9 million from $10.1 million in the
second quarter of 1998, and gross profit as a percentage of net sales would have
increased to 40.0% from 36.4%.
SELLING, GENERAL AND ADMINISTRATIVE expenses increased $.1 million, or
0.9%, to $4.2 million in the second quarter of 1999 from $4.1 million in the
second quarter of 1998. SG&A as a percentage of net sales increased to 15.3% in
the second quarter of 1999 from 14.9% in the second quarter of 1998. The
increase in SG&A spending reflects the impact of adding the Grafalloy
operations, primarily offset by the cost savings from restructuring and
integration programs as well as other cost reduction initiatives.
OPERATING INCOME for the second quarter of 1999 increased by $0.1 million,
to $5.4 million from $5.3 million in the second quarter of 1998. Operating
income as a percentage of net sales increased to 19.8% in the second quarter of
1999 from 19.3% in the second quarter of 1998. In addition to the impact on
operating income from the gross profit and SG&A items discussed above, the 1999
operating income was negatively impacted by restructuring costs of $0.2 million
related to the consolidation of our composite manufacturing operations.
Excluding the impact of these restructuring costs, and the union ratification
bonus discussed above, operating income would have increased by $.7 million, or
12.8%, to $6.0 million in 1999 from $5.3 million in 1998, and operating income
as a percentage of net sales would have increased to 22.2% from 19.3%.
INTEREST EXPENSE for the second quarter of 1999 increased to $3.6 million
from $0 in the second quarter of 1998. In 1998, while we were owned by Black &
Decker, none of Black & Decker's consolidated indebtedness was directly
attributable to the assets of True Temper, and accordingly no debt of Black &
Decker or related interest expense was allocated to True Temper. Subsequent to
the September 30, 1998 recapitalization of True Temper Corporation, our parent
company, we began to record interest expense related to our $100 million in
senior subordinated notes and $37.5 million senior credit facilities.
INCOME TAXES for the second quarter of 1999 decreased by $1.3 million to
$1.0 million from $2.3 million in the second quarter of 1998. The effective tax
rate during these periods differs from a federal statutory rate of 34% due
primarily to the pre-tax income added back for the non-deductible portion of
goodwill amortization and the incremental tax rate for state and foreign income
tax purposes.
NET INCOME for the second quarter of 1999 decreased by $2.2 million to $0.9
million from $3.1 million in the second quarter of 1998. This decrease is
reflective of the profit impact from the items described above. Excluding the
impact of the restructuring costs and the union ratification bonus, net income
would have decreased by $1.8 million to $1.3 million in 1999 from $3.1 million
in 1998.
SIX MONTH PERIOD ENDED JULY 4, 1999 COMPARED TO THE SIX MONTH PERIOD ENDED
JUNE 28, 1998:
NET SALES for the first six months of 1999 decreased $2.3 million, or
(4.4%), to $50.6 million from $52.9 million in the first six months of 1998.
Golf shaft sales decreased $2.3 million, or (4.5%), to $48.5 million in the
first six months of 1999 from $50.8 million in the first six months of 1998.
This decrease in sales was driven by decreased unit sales for both the premium
and commercial steel shaft products. We attribute this decline in steel shaft
sales to the general softness in the entire golf equipment industry and the
resulting build up of inventory in both the OEM and distributor channels.
Graphite shaft sales increased in the first six months of 1999 with the
incremental volume from our acquisition of Grafalloy. Specialty tubing sales
were relatively flat during the first six months of 1999, compared to the same
period in 1998.
Net sales to international customers decreased $1.3 million, or (15.9%), to
$7.0 million in the first six months of 1999 from $8.4 million in the first six
months of 1998. This decrease was driven primarily by sales declines in Europe,
which appears to be experiencing the same industry softness that the U.S. has
seen.
9
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While 1999 year to date sales remain below 1998 sales for the same period,
the trend over the first six months of 1999 has shown signs of improvement. Net
sales for the first quarter of 1999 decreased $1.8 million, or (7.2%), from the
same period in 1998; while net sales for the second quarter of 1999 decreased
$.5 million, or (1.8%), from the same period in 1998.
GROSS PROFIT for the first six months of 1999 decreased $.2 million, or
(1.0%), to $19.6 million from $19.8 million in the first six months of 1998.
Year to date gross profit as a percentage of net sales increased to 38.8% in
1999 from 37.5% in 1998. Although sales decreased slightly overall during the
first six months of 1999, we experienced an improvement in margin, due in part
to favorable product mix. Steel shafts experienced a trend towards higher margin
premium shafts at the expense of the lower margin commercial steel shafts. We
also experienced a favorable profit margin trend in graphite as the premium mix
improved with sales of ProLite and EI-70.
In the second quarter of 1999 we paid a ratification bonus of $0.4 million
to the union members at our steel golf shaft plant in Mississippi. This
ratification bonus was paid in conjunction with a new four-year collective
bargaining agreement that expires in June 2003. Excluding the impact of this
ratification bonus, gross profit for the first six months of 1999 would have
increased $0.2 million, or 1.1%, to $20.0 million from $19.8 million in the
first six months of 1998, and gross profit as a percentage of net sales would
have increased to 39.6% from 37.5%.
SELLING, GENERAL AND ADMINISTRATIVE expenses increased $.1 million, or
1.3%, to $8.1 million in the first six months of 1999 from $8.0 million in the
first six months of 1998. Year to date SG&A as a percentage of net sales
increased to 16.1% in 1999 from 15.2% in 1998. The increase in SG&A spending
reflects the impact of adding the Grafalloy operations, primarily offset by the
cost savings from restructuring and integration programs as well as other cost
reduction initiatives.
OPERATING INCOME for the first six months of 1999 increased by $39.2
million, to $9.8 million of operating income from an operating loss of $29.4
million in the first six months of 1998. In addition to the impact on operating
income from the gross profit and SG&A items discussed above, the 1998 operating
income was negatively impacted by a $40.0 million write-off of True Temper's
goodwill. This write-off was recorded in January 1998 by Black & Decker (True
Temper's former parent company). Also, the 1999 operating income was negatively
impacted by restructuring costs of $0.4 million related to the consolidation of
our composite manufacturing operations. Excluding the impact of the 1998
goodwill write-off, the 1999 restructuring costs and the 1999 union ratification
bonus (discussed above), operating income would have been flat at $10.6 million,
and operating income as a percentage of net sales would have increased to 20.9%
from 20.0%.
INTEREST EXPENSE for the first six months of 1999 increased to $7.3 million
from $0 in the first six months of 1998. In 1998, while we were owned by Black &
Decker, none of Black & Decker's consolidated indebtedness was directly
attributable to the assets of True Temper, and accordingly no debt of Black &
Decker or related interest expense was allocated to True Temper. Subsequent to
the September 30, 1998 recapitalization of True Temper Corporation, our parent
company, we began to record interest expense related to our $100.0 million in
senior subordinated notes and $37.5 million in senior credit facilities.
INCOME TAXES for the first six months of 1999 decreased by $3.0 million to
$1.5 million from $4.5 million in the first six months of 1998. The effective
tax rate during these periods differs from a federal statutory rate of 34% due
primarily to the pre-tax income added back for the non-deductible portion of
goodwill amortization and the goodwill write-off, and the incremental tax rate
for state and foreign income tax purposes.
NET INCOME for the first six months of 1999 increased by $35.0 million to
net income of $1.0 million from a net loss of $34.0 million in the first six
months of 1998. This increase is reflective of the profit impact from the items
described above. Excluding the impact of the 1998 goodwill write-off, the 1999
restructuring costs and the 1999 union ratification bonus, net income would have
decreased by $4.5 million to $1.5 million in 1999 from $6.0 million in 1998.
10
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LIQUIDITY AND CAPITAL RESOURCES
Six Month Period Ended July 4, 1999 Compared to the Six Month Period Ended
June 28, 1998
In the first six months of 1999, our cash provided by operating activities
decreased by $.8 million to $3.0 million from $3.8 million in the first six
months of 1998. This decrease was driven primarily by the incremental cash
interest payments in 1999 offset by lower cash requirements for working capital
needs during the first six months of 1999.
The $3.0 million of cash provided from operations during the first six
months of 1999 was generated from $5.7 million in earnings from operations
offset by $2.7 million in uses for working capital needs. While the $3.8 million
of cash provided from operations during the first six months of 1998 was
generated from $8.9 million in earnings from operations offset by $5.1 million
in uses for working capital needs.
In addition, we used $.7 million of cash to invest in property, plant and
equipment during the first six months of 1999, compared to the $1.0 million we
spent in the first six months of 1998.
We also repaid $.4 million of the principal on our senior credit facility.
At this time we expect future cash provided by operating activities to fund our
current and long term cash requirements for working capital needs, investments
in machinery and equipment, and both the principal and interest payments on our
debt. However, since there can be no assurance of future performance, we have
the entire $20.0 million revolving credit facility available for future cash
requirements.
MANAGEMENT INFORMATION SYSTEMS AND THE IMPACT OF THE YEAR 2000
As discussed more fully in the section titled "MANAGEMENT INFORMATION
SYSTEMS AND THE IMPACT OF THE YEAR 2000", included in our Registration Statement
on Form S-4 (Amendment No. 4) which was declared effective by the SEC on June
10, 1999, we have developed a comprehensive action plan to minimize the impact
of year 2000 ("Y2K") issues in our business. The plan is designed to address the
year 2000 Y2K issues arising from systems that are internal and external to our
business operations. It includes assessment, testing, remediation and subsequent
re-testing and monitoring of date sensitive systems and processes. Additionally,
where it is deemed necessary, contingency plans have been and continue to be
developed for specific, critical aspects of our operations that may be impacted
by the Y2K problem.
As of July 4, 1999, there have been no significant changes to the schedule
or timing for completion of our Y2K preparedness plan. No significant concerns
or issues have developed during the first six months of 1999 that were not
considered in our original plan. We plan to complete the re-test phase of our
preparedness plan in the third quarter of 1999.
While we believe that we have adequately addressed the potential Y2K
problem, the fact remains that we may or may not incur a material adverse impact
to our business operations depending on the magnitude and duration of any
disruptions to our internal systems and/or the systems of our trading partners.
Management believes that the diversity of our customer and vendor base reduces
the overall exposure and expects that the consequences of any unsuccessful
remediation will not be significant. However, there can be no assurance that our
efforts or those of other entities will be successful, or that any potential
failure would not have a material adverse effect on our operating results or
financial condition.
11
<PAGE> 12
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Act of 1995 (the "Act") provides a safe
harbor for forward-looking statements made by our Company. This document may
include forward-looking statements. All statements which address operating
performance, events or developments that we expect, plan, believe, hope, wish,
forecast, predict, intend or anticipate will occur in the future are forward
looking statements within the meaning of the Act.
The forward-looking statements are based on management's current views and
assumptions regarding future events and operating performance. However there are
many risk factors, including but not limited to, the general state of the
economy, the Company's ability to execute its plans, and other risks that could
cause the actual results to differ materially from the estimates or predictions
contained in our Company's forward-looking statements. Additional information
concerning the Company's risk factors is contained from time to time in the
Company's Securities and Exchange Commission (the "SEC") filings; including but
not limited to Amendment No. 4 to the Company's Form S-4 Registration Statement
which was declared effective by the SEC on June 10, 1999.
NOTES
EBITDA represents operating income plus depreciation, amortization and
goodwill write-off.
ADJUSTED EBITDA represents operating income plus depreciation,
amortization, goodwill write-off, restructuring costs, management services fee
and the union ratification bonus.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information concerning our market risks is contained in the "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section of our 1998 Annual Report, included in Amendment No. 4 to the Company's
Form S-4 Registration Statement which was declared effective by the SEC on June
10, 1999.
This information has been omitted from this report as there have been no
material changes to our market risks as of July 4, 1999.
12
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-- Not applicable --
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
-- Not applicable --
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-- None --
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-- Not applicable --
ITEM 5. OTHER INFORMATION
-- Not Applicable --
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
<TABLE>
<C> <S>
2.1 Reorganization, Recapitalization and Stock Purchase
Agreement dated as of June 29, 1998 by and between The Black
& Decker Corporation, True Temper Sports, Inc. and TTSI LLC
("Recapitalization Agreement") (filed as exhibit 2.1 to the
Company's Registration Statement on Form S-4 (No.
333-72343), as filed with the Securities and Exchange
Commission (the "SEC") on February 12, 1999 (the "Form
S-4"), and incorporated herein by this reference).
2.2 Amendment No. 1 to Recapitalization Agreement dated August
1, 1998 (filed as exhibit 2.2 to Form S-4, and incorporated
herein by this reference).
2.3 Amendment No. 2 to Recapitalization Agreement dated
September 30, 1998 (filed as exhibit 2.3 to Form S-4, and
incorporated herein by this reference).
2.4 Assignment and Assumption Agreement by and between True
Temper Corporation ("TTC") and the Company dated September
30, 1998 (filed as exhibit 2.4 to Form S-4, and incorporated
herein by this reference).
3.1 Amended and Restated Certificate of Incorporation of the
Company, dated September 29, 1988 (filed as Exhibit 3.1 to
Form S-4, and incorporated herein by this reference).
3.2 By-laws of the Company (filed as Exhibit 3.2 to Form S-4,
and incorporated herein by this reference).
4.1 Indenture dated November 23, 1998 between the Company United
States Trust of New York (filed as Exhibit 4.1 to Form S-4,
and incorporated herein by this reference).
4.2 Purchase Agreement dated November 18, 1998 between the
Company and Donaldson, Lufkin and Jenrette (filed as Exhibit
4.2 to Form S-4, and incorporated herein by this reference).
4.3 Registration Rights Agreement dated as of November 23, 1998
between the Company and Donaldson, Lufkin and Jenrette
(filed as Exhibit 4.3 to Form S-4, and incorporated herein
by this reference).
</TABLE>
13
<PAGE> 14
<TABLE>
<C> <S>
10.1 Management Services Agreement dated as of September 30, 1998
between the Company and Cornerstone Equity Investors, LLC
("Management Services Agreement") (filed as Exhibit 10.1 to
Form S-4, and incorporated herein by this reference).
10.2 Amendment to Management Services Agreement dated November
23, 1998 (filed as Exhibit 10.2 to Form S-4, and
incorporated herein by this reference.)
10.3 Credit Agreement dated as of September 30, 1998 among the
Company, various financial institutions, DLJ Capital
Funding, Inc. and The First National Bank of Chicago (filed
as Exhibit 10.3 to Form S-4, and incorporated herein by this
reference).
10.4 Securities Purchase Agreement dated as of September 30, 1998
among TTC and the Purchase Party thereto (filed as Exhibit
10.4 to Form S-4, and incorporated herein by this
reference).
24.1 Powers of Attorney (included in Signature page) (filed as
Exhibit 24.1 to Form S-4, and incorporated herein by this
reference).
27.1 Financial Data Schedule
</TABLE>
b. Reports on Form 8-K
-- Not applicable --
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on August 18, 1999.
True Temper Sports, Inc.
By: /s/ SCOTT C. HENNESSY
------------------------------------
Name: Scott C. Hennessy
Title: Chief Executive Officer
By: /s/ FRED H. GEYER
------------------------------------
Name: Fred H. Geyer
Title: Chief Financial Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> JUL-04-1999 JUN-28-1998
<CASH> 3,815 275
<SECURITIES> 0 0
<RECEIVABLES> 14,906 15,283
<ALLOWANCES> 537 318
<INVENTORY> 11,717 8,521
<CURRENT-ASSETS> 31,257 24,126
<PP&E> 52,884 50,107
<DEPRECIATION> 31,945 29,012
<TOTAL-ASSETS> 189,676 121,444
<CURRENT-LIABILITIES> 15,901 12,400
<BONDS> 100,000 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 35,887 108,978
<TOTAL-LIABILITY-AND-EQUITY> 189,676 121,444
<SALES> 50,550 52,870
<TOTAL-REVENUES> 0 0
<CGS> 30,923 33,054
<TOTAL-COSTS> 40,775 82,304
<OTHER-EXPENSES> (29) 59
<LOSS-PROVISION> 61 26
<INTEREST-EXPENSE> 7,317 0
<INCOME-PRETAX> 2,490 (29,493)
<INCOME-TAX> 1,482 4,461
<INCOME-CONTINUING> 1,008 (33,954)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,008 (33,954)
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
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