<PAGE> 1
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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 APRIL 2, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 333-72343
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TRUE TEMPER SPORTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<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 [X] No [ ].
As of May 16, 2000 the Registrant had 100 shares of Common Stock, $0.01 par
value per share, outstanding.
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TRUE TEMPER SPORTS, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Statements of Operations for the three month
periods ended April 2, 2000 (Unaudited) and April 4, 1999
(Unaudited)................................................. 1
Condensed Balance Sheets as of April 2, 2000 (Unaudited) and
December 31, 1999........................................... 2
Condensed Statements of Cash Flows for the three month
periods ended April 2, 2000 (Unaudited) and April 4, 1999
(Unaudited)................................................. 3
Notes to Condensed Financial Statements (Unaudited)......... 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 6
Item 3. Quantitative and Qualitative Disclosures About Market
Risk........................................................ 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 10
Item 2. Changes in Securities and Use of Proceeds................... 10
Item 3. Defaults Upon Senior Securities............................. 10
Item 4. Submission of Matters to a Vote of Security Holders......... 10
Item 5. Other Information........................................... 10
Item 6. Exhibits and Reports on Form 8-K............................ 10
Signatures..................................................................... 12
</TABLE>
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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)
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
--------------------
APRIL 2, APRIL 4,
2000 1999
-------- --------
<S> <C> <C>
Net sales................................................... $28,611 $23,406
Cost of sales............................................... 17,653 14,229
------- -------
GROSS PROFIT........................................... 10,958 9,177
Selling, general and administrative expenses................ 3,939 3,969
Amortization of goodwill.................................... 676 676
Restructuring costs......................................... 7 133
------- -------
OPERATING INCOME....................................... 6,336 4,399
Interest expense............................................ 3,611 3,758
Other expenses, net......................................... 10 1
------- -------
INCOME BEFORE INCOME TAXES............................. 2,715 640
Income taxes................................................ 1,300 511
------- -------
NET INCOME............................................. $ 1,415 $ 129
======= =======
</TABLE>
See accompanying notes to condensed financial statements
1
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TRUE TEMPER SPORTS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF TRUE TEMPER CORPORATION)
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED)
APRIL 2, DECEMBER 31,
2000 1999
----------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash...................................................... $ 7,640 $ 6,427
Receivables, net.......................................... 14,555 13,086
Inventories............................................... 11,537 11,371
Prepaid expenses and other current assets................. 1,642 1,313
-------- --------
Total current assets................................... 35,374 32,197
Property, plant and equipment, net.......................... 20,341 19,270
Goodwill, net............................................... 76,356 77,032
Deferred tax assets......................................... 52,355 53,626
Other assets................................................ 4,721 4,828
-------- --------
Total assets........................................... $189,147 $186,953
======== ========
LIABILITIES & STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Current portion of long-term debt......................... $ 1,525 $ 3,800
Accounts payable.......................................... 6,182 5,280
Accrued interest payable.................................. 3,681 1,090
Accrued expenses and other current liabilities............ 6,119 6,107
-------- --------
Total current liabilities.............................. 17,507 16,277
Long-term debt less the current portion..................... 132,161 132,605
Other liabilities........................................... 2,183 2,190
-------- --------
Total liabilities...................................... 151,851 151,072
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....................................... (3,030) (4,445)
-------- --------
Total stockholder's equity............................. 37,296 35,881
-------- --------
Total liabilities and stockholder's equity............. $189,147 $186,953
======== ========
</TABLE>
See accompanying notes to condensed financial statements
2
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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 THREE
MONTHS ENDED
--------------------
APRIL 2, APRIL 4,
2000 1999
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income................................................ $ 1,415 $ 129
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 1,550 1,518
Amortization of deferred financing costs............... 151 146
Loss on disposal of property, plant and equipment...... 48 7
Deferred taxes......................................... 1,271 482
Changes in operating assets and liabilities, net....... 1,509 (420)
------- ------
Net cash provided by operating activities............ 5,944 1,862
INVESTING ACTIVITIES
Purchase of property, plant and equipment................. (2,006) (325)
Proceeds from sales of property, plant and equipment...... 13 --
------- ------
Net cash used in investing activities................ (1,993) (325)
FINANCING ACTIVITIES
Principal payments on bank debt........................... (2,719) (194)
Principal payments on capital leases...................... (17) (35)
Other..................................................... (2) (233)
------- ------
Net cash used in financing activities................ (2,738) (462)
Net increase in cash........................................ 1,213 1,075
Cash at beginning of period................................. 6,427 2,265
------- ------
Cash at end of period....................................... $ 7,640 $3,340
======= ======
</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)
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, 1999. 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, of which
the principal component was 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,
which was undertaken to reduce overhead and better leverage the investment the
Company has in the composite business, was substantially completed during the
third quarter of 1999. The final phase of the restructuring involves the sale of
the Olive Branch plant, which is currently listed for sale with a local real
estate agency.
In the fourth quarter of 1998, as part of the restructuring program
described above, an accrual of $1,350 was established, in accordance with EITF
94-3, primarily to cover costs associated with exiting the Olive Branch,
Mississippi facility. This restructuring accrual included severance and related
costs of $400, and asset write-downs of $950. As of April 2, 2000, direct
charges for severance and other related payments totaled $400, none of which was
recorded during the first quarter of 2000.
In addition, the Company recorded restructuring expenses of $7 during the
first quarter of 2000 related to costs incurred as a result of the transition of
manufacturing operations from the Olive Branch facility to the El Cajon
facility.
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TRUE TEMPER SPORTS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF TRUE TEMPER CORPORATION)
NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
4) INVENTORIES
<TABLE>
<CAPTION>
APRIL 2, DECEMBER 31,
2000 1999
-------- ------------
<S> <C> <C>
Raw materials............................................... $ 1,741 $ 1,345
Work in process............................................. 2,568 2,042
Finished goods.............................................. 7,228 7,984
------- -------
Total....................................................... $11,537 $11,371
======= =======
</TABLE>
5) SEGMENT REPORTING
The Company operates in two reportable business segments: golf shafts and
performance 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 performance tubing segment
manufactures and sells high strength, tight 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.
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
--------------------
APRIL 2, APRIL 4,
2000 1999
-------- --------
<S> <C> <C>
Net sales:
Golf shafts............................................... $27,485 $22,533
Performance tubing........................................ 1,126 873
------- -------
Total.................................................. $28,611 $23,406
======= =======
Gross profit:
Golf shafts............................................... $10,710 $ 8,968
Performance tubing........................................ 248 209
------- -------
Total.................................................. $10,958 $ 9,177
======= =======
</TABLE>
Following is a reconciliation of total reportable segment gross profit to
total Company income before income taxes:
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
--------------------
APRIL 2, APRIL 4,
2000 1999
-------- --------
<S> <C> <C>
Total reportable segment gross profit....................... $10,958 $9,177
Less:
SG&A expenses............................................. 3,939 3,969
Amortization of goodwill.................................. 676 676
Restructuring costs....................................... 7 133
Interest expense.......................................... 3,611 3,758
Other expenses, net....................................... 10 1
------- ------
Total Company income before income taxes.................... $ 2,715 $ 640
======= ======
</TABLE>
6) RECLASSIFICATION
Certain prior year amounts have been reclassified to conform with the
presentation of the April 2, 2000 financial statements included in this Form
10-Q. The reclassifications had no effect on net income.
5
<PAGE> 8
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 1999 Annual Financial Statements, including the
notes thereto, appearing most recently in our 1999 Annual Report on Form 10-K,
filed with the SEC on March 30, 2000.
COMPANY OVERVIEW
True Temper Sports, Inc. or "True Temper", a wholly owned subsidiary of
True Temper Corporation, is a leading designer, manufacturer and marketer of
both steel and composite graphite golf club shafts for original equipment
manufacturers and distributors in the golf equipment industry. In addition, True
Temper produces and sells a variety of performance tubing products that offer
high strength and tight tolerance tubular components to the bicycle, automotive
and recreational sports markets. In calendar 1999, golf shaft sales represented
96% of total revenues, and performance tubing sales represented 4%. This sales
split has remained consistent during the first quarter of 2000.
On October 26, 1998 True Temper acquired substantially all of the assets,
and assumed certain liabilities, of the El Cajon, California based Grafalloy
Corporation, a wholly owned subsidiary of The American Materials & Technologies
Corporation, for approximately $6.2 million in cash. For the purposes of the
financial statements, the acquisition was accounted for as a purchase and,
accordingly Grafalloy's results are included in the accompanying financial
information as of the date of acquisition.
On September 30, 1998 True Temper Corporation was recapitalized in a
transaction that was accounted for as a leveraged recapitalization. Prior to
that date, True Temper operated as a wholly owned subsidiary of the Black &
Decker Corporation. For a more detailed discussion of the accounting treatment
of this transaction, see Note 3 to our 1999 Annual Financial Statements,
included in our 1999 Annual Report on Form 10-K, filed with the SEC on March 30,
2000.
RESULTS OF OPERATIONS
The following table sets forth the components of net income as a percentage
of net sales for the periods indicated:
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
--------------------
APRIL 2, APRIL 4,
2000 1999
-------- --------
<S> <C> <C>
Net sales................................................... 100.0% 100.0%
Cost of sales............................................... 61.7 60.8
Gross profit................................................ 38.3 39.2
SG&A expenses............................................... 13.8 17.0
Amortization of goodwill.................................... 2.4 2.9
Restructuring costs......................................... 0.0 0.6
Operating income....................................... 22.1 18.8
Interest expenses........................................... 12.6 16.1
Other expenses, net......................................... 0.0 0.0
Income before income taxes............................. 9.5 2.7
Income taxes................................................ 4.5 2.2
Net income............................................. 4.9% 0.6%
Other Information:
EBITDA...................................................... 27.6% 25.3%
Adjusted EBITDA............................................. 28.0% 26.4%
</TABLE>
(See definitions of EBITDA and Adjusted EBITDA contained herein.)
6
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FIRST QUARTER ENDED APRIL 2, 2000 COMPARED TO THE FIRST QUARTER ENDED APRIL 4,
1999
NET SALES for the first quarter of 2000 increased $5.2 million, or 22.2%,
to $28.6 million from $23.4 million in the first quarter of 1999. Golf shaft
sales increased $5.0 million, or 22.0%, to $27.5 million in the first quarter of
2000 from $22.5 million in the first quarter of 1999. We believe this increase
was driven by several factors, including an increase in consumer demand
resulting from innovative new products we introduced in late 1999; an estimated
increase in market share; and a resurgence in the golf industry in general,
which had begun showing signs of recovery during the second half of 1999.
Performance tubing sales increased approximately $0.25 million, or 29.0%,
to $1.13 million in the first quarter of 2000 from $0.87 million in the first
quarter of 1999. We attribute this increase, primarily, to the renewed focus we
have placed on growing our performance tubing business segment.
Net sales to international customers increased $1.2 million, or 34.8%, to
$4.8 million in the first quarter of 2000 from $3.6 million in the first quarter
of 1999. This increase was driven primarily by sales growth in Asia and
substantial gains in the UK/Europe, where it appears that the industry is
strengthening and True Temper is gaining market share.
GROSS PROFIT for the first quarter of 2000 increased $1.8 million, or
19.4%, to $11.0 million from $9.2 million in the first quarter of 1999. Gross
profit as a percentage of net sales decreased to 38.3% in the first quarter of
2000 from 39.2% in the first quarter of 1999. The change in the gross profit
margin was driven by several factors, but primarily reflects an increase in air
freight shipping costs to our foreign operations in order to meet their
increased demand, and an increase in medical claims under our self insurance
program during the first quarter of 2000. In total, these two factors accounted
for a decrease in gross profit as a percentage of net sales of 0.8%.
SELLING, GENERAL AND ADMINISTRATIVE expenses were essentially flat at
approximately $3.9 million in the first quarter of both years. SG&A as a
percentage of net sales decreased to 13.8% in the first quarter of 2000 from
17.0% in the first quarter of 1999, as a result of the flat spending on
increased sales volume between periods.
OPERATING INCOME for the first quarter of 2000 increased by approximately
$1.9 million, or 44.0%, to $6.3 million from $4.4 million in the first quarter
of 1999. Operating income as a percentage of net sales increased to 22.1% in the
first quarter of 2000 from 18.8% in the first quarter of 1999. 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 $0.1 million related to the consolidation of our composite manufacturing
operations. Excluding the impact of these restructuring costs, operating income
would have increased by $1.8 million, or 40.0%, to $6.3 million in 2000 from
$4.5 million in 1999, and operating income as a percentage of net sales would
have increased to 22.2% from 19.4%
INTEREST EXPENSE for the first quarter of 2000 decreased to $3.6 million
from $3.8 million in the first quarter of 1999. This decrease is the result of
the continued reduction of our outstanding bank debt and the interest income
earned on our higher average cash balances, offset in part by a slightly higher
weighted average interest rate on our variable rate debt during the first
quarter of 2000. As a result of the general rise in interest rates, the weighted
average interest rate on our variable rate debt has increased 60 basis points
from the first quarter of 1999 to the first quarter of 2000.
INCOME TAXES for the first quarter of 2000 increased to $1.3 million from
$0.5 million in the first quarter of 1999. 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 first quarter of 2000 increased by $1.3 million to $1.4
million from $0.1 million in the first quarter of 1999. This increase is
reflective of the profit impact from the items described above. Excluding the
impact of the restructuring costs, net income would have increased by $1.2
million to $1.4 million in 2000 from $0.2 million in 1999.
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EBITDA AND ADJUSTED EBITDA are measurements used by some to gauge our
operating performance. EBITDA represents operating income plus depreciation and
amortization of goodwill. Adjusted EBITDA represents EBITDA plus restructuring
costs and management service fees. EBITDA and Adjusted EBITDA for the first
quarter of 2000 and 1999 are calculated as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTH
PERIOD ENDED
--------------------
APRIL 2, APRIL 4,
2000 1999
-------- --------
<S> <C> <C>
Operating income............................................ $6,336 $4,399
Plus:
Depreciation.............................................. 874 842
Amortization of goodwill.................................. 676 676
------ ------
EBITDA...................................................... 7,886 5,917
Plus:
Restructuring costs....................................... 7 133
Management services fee................................... 125 125
------ ------
ADJUSTED EBITDA............................................. $8,018 $6,175
====== ======
</TABLE>
The increase in Adjusted EBITDA of $1.8 million, or 29.8%, is reflective of
the profit impact of the operating income items described above, as well as the
impact of the items identified in the table above.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
As part of the leveraged recapitalization and the acquisition of Grafalloy,
we established a senior credit facility, which includes a $20.0 million
non-amortizing revolving credit facility, none of which was drawn at the closing
of the recapitalization, a $10.0 million term A loan due 2004, and a $27.5
million term B loan due 2005. Amounts under the revolving credit facility are
available on a revolving basis during a period that commenced at the closing of
the leveraged recapitalization, September 30, 1998, and ending on the sixth
anniversary of the closing.
In addition, as part of the leveraged recapitalization, we issued $100.0
million in 10 7/8% Senior Subordinated Notes Due 2008 (the "Notes"). The Notes
require cash interest payments each June 1 and December 1, beginning June 1,
1999. The Notes are redeemable, under certain circumstances and at certain
redemption prices, beginning December 1, 2001.
Both the credit facility and the Notes contain customary covenants and
events of default, including substantial restrictions and provisions which,
among other things, limit our ability to incur additional indebtedness, make
acquisitions and capital expenditures, sell assets, create liens or other
encumbrances, make certain payments and dividends, or merge or consolidate. The
bank credit facility also requires us to maintain certain specified financial
ratios and tests including minimum EBITDA levels, minimum interest coverage and
fixed charge coverage ratios, and maximum leverage ratios. At April 2, 2000 we
were in compliance with all of the covenants in both the credit facility and the
Notes. Furthermore, the credit facility requires certain mandatory prepayments
including payments from the net proceeds of certain asset sales and a portion of
our excess cash flow.
FIRST QUARTER ENDED APRIL 2, 2000 COMPARED TO THE FIRST QUARTER ENDED APRIL 4,
1999
In the first three months of 2000 cash provided by operating activities
increased by approximately $4.1 million to $5.9 million from $1.9 million in
1999. This increase was driven by an increase in earnings from operations as
well as a decrease in cash required for working capital needs.
We used $2.0 million of cash to invest in property, plant and equipment in
the first quarter of 2000, compared to the $0.3 million we spent in 1999. Most
of the increase in capital spending between years is related to the purchase of
machinery and equipment from one of our former competitors in the golf shaft
industry who was recently placed into receivership.
8
<PAGE> 11
We also repaid $2.7 million of the principal on our senior credit facility
during the first quarter of 2000, compared to the $0.2 million that we repaid
during the first quarter of 1999. This year's payments included a $2.4 million
mandatory prepayment of principal made on January 31, 2000, as required by the
terms of our senior credit facility. The mandatory prepayment is based upon the
excess cash flow generated in calendar 1999, as defined in the credit agreement.
Currently, we intend to use existing cash and cash provided from future
operations, if any, to repay our senior credit facilities or other long term
debt (as allowed within the covenants of our credit facility and our Notes)
and/or to make additional investments in the business to generate growth or
profit improvements. Consistent with this cash plan, along with the $2.4 million
mandatory prepayment described above, we made a voluntary principal prepayment
of $4.0 million on our senior credit facility in April 2000.
In addition to the debt service obligations for principal and interest
payments created by the credit facility and the Notes described above, our
liquidity needs largely relate to working capital requirements and capital
expenditures for machinery and equipment. We intend to fund our current and long
term working capital, capital expenditure and debt service requirements through
cash flow generated from operations. However, since there can be no assurance of
future performance, as of April 2, 2000 we have the full amount of the $20.0
million revolving credit facility available for future cash requirements.
Any future acquisitions, joint ventures or similar transactions will likely
require capital expenditures in excess of cash provided by operations, and
potentially in excess of cash available under the revolving credit facility.
There can be no assurance that any capital will be available to us on terms
acceptable to us, or at all.
MANAGEMENT INFORMATION SYSTEMS AND THE IMPACT OF YEAR 2000
During 1999 we completed all phases of an action plan designed to minimize
the impact of the year 2000 ("Y2K") issue. As of May 16, 2000 we have
experienced no internal or external business disruptions associated with the Y2K
issue. There can be, however, no assurance that future unforeseen Y2K problems
will not cause disruptions to our internal business systems, or those of our
trading partners. In the event that these disruptions are significant, they
could have a material adverse effect on the results of our operations.
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,
including but not limited to Item 2 "Management's Discussion and Analysis of
Financial Condition and Results of Operations", contains 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, and other similar meanings or
phrases, 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, competitive factors, 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 public filings with the SEC; and most recently in
the Business Risks section of Item 1 to Part 1 of our 1999 Annual Report on Form
10-K filed with the SEC on March 30, 2000.
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 1999 Annual Report on Form 10-K, as filed with the SEC on March
30, 2000.
This information has been omitted from this report as there have been no
material changes to our market risks as of April 2, 2000.
9
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Various claims and legal proceedings generally incidental to the
normal course of business are pending or threatened against us. While we
cannot predict the outcome of these matters, in the opinion of management,
any liability arising from these matters will not have a material adverse
effect on our business, financial condition or results of operations.
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
There were no matters submitted to a vote of security holders during the
quarter ended April 2, 2000.
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, 1998 (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).
</TABLE>
10
<PAGE> 13
<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).
10.5 Amendment No. 1 to Credit Agreement dated June 11, 1999
(filed as Exhibit 10.5 to the Company's 1999 Annual Report
on Form 10-K, as filed with the SEC on March 30, 2000, and
incorporated herein by this reference).
10.6 True Temper Corporation 1998 Stock Option Plan (filed as
Exhibit 10.6 to the Company's 1999 Annual Report on Form
10-K, as filed with the SEC on March 30, 2000, and
incorporated herein by this reference).
10.7 Shareholder's Agreement dated as of September 30, 1998
(filed as Exhibit 10.7 to the Company's 1999 Annual Report
on Form 10-K, as filed with the SEC on March 30, 2000, and
included herein by this reference).
10.8 Amended and Restated Management Services Agreement dated
March 27, 2000.
27.1 Financial Data Schedule
</TABLE>
b. Reports on Form 8-K
No reports or Form 8-K were filed during the quarter ended April 2,
2000.
11
<PAGE> 14
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 May 16, 2000.
True Temper Sports, Inc.
By: /s/ SCOTT C. HENNESSY
------------------------------------
Name: Scott C. Hennessy
Title: President and Chief
Executive Officer
By: /s/ FRED H. GEYER
------------------------------------
Name: Fred H. Geyer
Title: Vice President, Chief
Financial Officer, and
Treasurer
12
<PAGE> 1
Exhibit 10.8
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT
THIS AMENDMENT, dated as of March 27, 2000 amends and restates the
MANAGEMENT SERVICES AGREEMENT (the "Agreement") dated as of September 30, 1998
is between True Temper Corporation (f/k/a/ True Temper Sports, Inc.) (the
"Company") and Cornerstone Equity Investors, LLC ("Cornerstone").
WHEREAS, the Company and Cornerstone desire to amend the Agreement to
provide that the Advisory Fees and Transaction Fees payable hereunder be
subordinated to the Company's outstanding Senior Discount Notes issued on the
date hereof;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto agree as follows:
1. Term. This Agreement shall be in effect for an initial term of
seven (7) years commencing on September 30, 1998 (the "Term"), and shall be
automatically extended thereafter on a year to year basis unless the Company or
Cornerstone gives written notice of its desire to terminate this Agreement to
the other party 90 days prior to the expiration of the Term or any extension
thereof.
2. Services. Cornerstone shall perform or cause to be performed such
services for the Company and its direct and indirect subsidiaries as directed by
the Company's board of directors and agreed to by Cornerstone, which may
include, without limitation, the following:
(a) general management services;
(b) identification, support, negotiation and analysis of acquisitions
and dispositions;
(c) support, negotiation and analysis of financing alternatives,
including, without limitation, in connection with acquisitions, capital
expenditures and refinancing of existing indebtedness;
(d) finance functions, including assistance in the preparation of
financial projections, and monitoring of compliance with financing agreements;
(e) strategic planning functions, including evaluating major strategic
alternatives; and
(f) other services for the Company and its subsidiaries upon which the
Company's board of directors and Cornerstone agree.
<PAGE> 2
3. Advisory Fees and Transaction Fees.
(a) Payment to Cornerstone for services rendered in connection with the
performance of services pursuant to this Agreement shall be $500,000 per year or
such other amount as the parties hereto shall agree ("Advisory Fees") plus
reasonable out-of-pocket expenses of Cornerstone. The Advisory Fees shall be
payable quarterly in advance by the Company in immediately available funds, the
first such payment to be made promptly after the date hereof.
(b) During the term of this Agreement, Cornerstone shall be entitled to
receive from the Company a transaction fee in connection with the consummation
by the Company or any of its subsidiaries of (i) each material acquisition of an
additional business (ii) each material divestiture and (iii) each material
financing or refinancing, in each case, in an amount equal to 1% of the
aggregate value of such transaction (each such payment, a "Transaction Fee").
(c) In the event that during the term of this Agreement the Company and
Cornerstone agree, in their respective sole discretion, that all or a portion of
the Advisory Fees to be paid by the Company to Cornerstone can be advantageously
applied directly by the Company for purposes that are beneficial to the Company
and to Cornerstone in connection with services provided by Cornerstone hereunder
or that may facilitate the provision of such services by Cornerstone, then the
Advisory Fees payable hereunder will be reduced and the Company will apply such
agreed amounts directly for such other purposes.
4. Subordination. Cornerstone covenants and agrees that the payment to
Cornerstone of any Advisory Fees and Transaction Fees as contemplated in this
Agreement shall be subordinate and junior in right to payment for any
indebtedness incurred by the Company related to or arising out of the issuance
by the Company of the Senior Discount Notes (the "Notes") pursuant to that
certain Note and Warrant Purchase Agreement, dated as of the date hereof, among
the Company and the other parties thereto (the "Purchase Agreement"). No
payment shall be made by the Company hereunder, whether with respect to any
Advisory Fees or Transaction Fees, at any time when there shall have occurred
and be continuing (i) any default in the payment of all or any part of the
principal or premium, if any, on any of the Notes as and when the same shall
become due and payable either at maturity, upon any redemption, by declaration
or otherwise or (ii) any default in the payment of any installment of interest
upon any of the Notes or any fees payable under the Purchase Agreement or any
taxes payable thereunder as and when the same shall become due and payable;
provided, however, that following the earlier of (a) the cure, waiver or other
resolution of such default or (ii) the payment in full in cash of all
obligations under the Notes then outstanding, all amounts that have not been
paid to Cornerstone due to the application of the provisions of this Section 4
shall be promptly paid to Cornerstone without requiring any demand, notice to
the Company or other action on the part of Cornerstone.
5. Personnel. Cornerstone shall provide and devote to the performance
of this Agreement such employees, affiliates and agents of Cornerstone as
Cornerstone shall deem appropriate to the furnishing of the services required.
<PAGE> 3
6. Liability. Neither Cornerstone nor any of its affiliates, members,
partners, employees or agents shall be liable to the Company or any of its
subsidiaries or affiliates for any loss, liability, damage or expense arising
out of or in connection with the performance of services contemplated by this
Agreement, unless such loss, liability, damage or expense shall be proven to
result directly from gross negligence, willful misconduct or bad faith on the
part of Cornerstone, its affiliates, members, partners, employees or agents
acting within the scope of their employment or authority.
7. Indemnity. The Company and its subsidiaries shall defend, indemnify
and hold harmless Cornerstone, its affiliates, members, partners, employees and
agents from and against any and all loss, liability, damage, or expenses arising
from any claim (a "Claim") by any person with respect to, or in any way related
to, the performance of services contemplated by this Agreement (including
attorneys' fees) (collectively, "Claims") resulting from any act or omission of
Cornerstone, its affiliates, members, partners, employees or agents, other than
for Claims which shall be proven to be the direct result of gross negligence,
bad faith or willful misconduct by Cornerstone, its affiliates, members,
partners, employees or agents. The Company and its subsidiaries shall defend at
its own cost and expense any and all suits or actions (just or unjust) which may
be brought against the Company, and/or any of its subsidiaries and any of
Cornerstone, its officers, directors, affiliates, members, partners, employees
or agents or in which any of Cornerstone, its affiliates, members, partners,
employees or agents may be impleaded with others upon any Claim or Claims, or
upon any matter, directly or indirectly, related to or arising out of this
Agreement or the performance hereof by Cornerstone, its affiliates, members,
partners, employees or agents, except that if such damage shall be proven to be
the direct result of gross negligence, bad faith or willful misconduct by
Cornerstone, its affiliates, members, partners, employees or agents, then
Cornerstone shall reimburse the Company for the costs of defense and other costs
incurred by the Company.
8. Notices. All notices or other communications required or permitted
by this Agreement shall be effective upon receipt and shall be in writing and
delivered personally or by overnight courier, or sent by facsimile, as follows:
To the Company:
True Temper Sports, Inc.
8275 Tournament Drive
Suite 200
Memphis, Tennessee 38125
Attention: President
Telecopy No.: (901) 746-2162
3
<PAGE> 4
To Cornerstone:
Cornerstone Equity Investors, LLC
717 Fifth Avenue, Suite 1100
New York, NY 10022
Attention: Mark Rossi & Tyler Wolfram
Telecopy No.: (212) 826-6798
9. Assignment. No party hereto may assign any obligations hereunder to
any other party without the prior written consent of the other party hereto,
which consent shall not be unreasonably withheld; provided, however, that,
notwithstanding the foregoing, Cornerstone may assign its rights and obligations
under this Agreement to any of its affiliates without the consent of the
Company.
10. Successors. This Agreement and all the obligations and benefits
hereunder shall inure to the successors and assigns of the parties hereto.
11. Counterparts. This Agreement may be executed and delivered by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original and both of which taken together shall
constitute but one and the same agreement.
12. Entire Agreement; Modification; Governing Law. The terms and
conditions hereof constitute the entire agreement between the parties hereto
with respect to the subject matter of this Agreement and supersede all previous
communications, either oral or written, representations or warranties of any
kind whatsoever, except as expressly set forth herein. No modifications of this
Agreement nor waiver of the terms or conditions hereof shall be binding upon any
party hereto unless approved in writing by an authorized representative of such
party. All issues concerning this Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdiction) that would cause the application of the law
of any jurisdiction other than the State of New York.
* * * * *
<PAGE> 5
IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Management Services Agreement as of the date first written above.
TRUE TEMPER CORPORATION
By: _________________________________
Name:
Title:
CORNERSTONE EQUITY INVESTORS, LLC
By: __________________________________
Name:
Title:
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> APR-02-2000
<CASH> 7,640
<SECURITIES> 0
<RECEIVABLES> 14,939
<ALLOWANCES> 384
<INVENTORY> 11,537
<CURRENT-ASSETS> 35,374
<PP&E> 54,707
<DEPRECIATION> 34,366
<TOTAL-ASSETS> 189,147
<CURRENT-LIABILITIES> 17,507
<BONDS> 100,000
0
0
<COMMON> 0
<OTHER-SE> 37,296
<TOTAL-LIABILITY-AND-EQUITY> 189,147
<SALES> 28,611
<TOTAL-REVENUES> 28,611
<CGS> 17,653
<TOTAL-COSTS> 22,275
<OTHER-EXPENSES> 10
<LOSS-PROVISION> 24
<INTEREST-EXPENSE> 3,611
<INCOME-PRETAX> 2,715
<INCOME-TAX> 1,300
<INCOME-CONTINUING> 1,415
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,415
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 6,427
<SECURITIES> 0
<RECEIVABLES> 13,582
<ALLOWANCES> 499
<INVENTORY> 11,371
<CURRENT-ASSETS> 32,197
<PP&E> 52,810
<DEPRECIATION> 33,540
<TOTAL-ASSETS> 186,953
<CURRENT-LIABILITIES> 14,570
<BONDS> 100,000
0
0
<COMMON> 0
<OTHER-SE> 35,881
<TOTAL-LIABILITY-AND-EQUITY> 186,953
<SALES> 92,215
<TOTAL-REVENUES> 92,215
<CGS> 56,084
<TOTAL-COSTS> 74,583
<OTHER-EXPENSES> (9)
<LOSS-PROVISION> 173
<INTEREST-EXPENSE> 14,341
<INCOME-PRETAX> 3,320
<INCOME-TAX> 2,318
<INCOME-CONTINUING> 1,002
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,002
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
