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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
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 OCTOBER 1, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 333-72343
------------------------
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 November 13, 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
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PAGE
----
<S> <C> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Statements of Operations for the three and nine
month periods ended October 1, 2000 (Unaudited) and October
3, 1999 (Unaudited)......................................... 1
Condensed Balance Sheets as of October 1, 2000 (Unaudited)
and
December 31, 1999........................................... 2
Condensed Statements of Cash Flows for the nine month
periods ended October 1, 2000 (Unaudited) and October 3,
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........................................................ 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 12
Item 2. Changes in Securities and Use of Proceeds................... 12
Item 3. Defaults Upon Senior Securities............................. 12
Item 4. Submission of Matters to a Vote of Security Holders......... 12
Item 5. Other Information........................................... 12
Item 6. Exhibits and Reports on Form 8-K............................ 12
Signatures..................................................................... 14
</TABLE>
<PAGE> 3
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 FOR THE NINE
MONTHS ENDED MONTHS ENDED
----------------------- -----------------------
OCTOBER 1, OCTOBER 3, OCTOBER 1, OCTOBER 3,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales............................................ $24,829 $20,506 $87,581 $71,056
Cost of sales........................................ 14,424 12,196 51,846 43,119
------- ------- ------- -------
GROSS PROFIT.................................... 10,405 8,310 35,735 27,937
Selling, general and administrative expenses......... 4,166 3,665 13,016 11,785
Amortization of goodwill............................. 675 675 2,026 2,026
Restructuring costs.................................. -- 222 7 600
------- ------- ------- -------
OPERATING INCOME................................ 5,564 3,748 20,686 13,526
Interest expense..................................... 3,358 3,554 10,429 10,871
Other expenses (income), net......................... 1 18 18 (11)
------- ------- ------- -------
INCOME BEFORE INCOME TAXES...................... 2,205 176 10,239 2,666
Income taxes......................................... 1,113 328 4,700 1,810
------- ------- ------- -------
NET INCOME (LOSS)............................... $ 1,092 $ (152) $ 5,539 $ 856
======= ======= ======= =======
</TABLE>
See accompanying notes to condensed financial statements
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TRUE TEMPER SPORTS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF TRUE TEMPER CORPORATION)
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
OCTOBER 1, DECEMBER 31,
2000 1999
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash...................................................... $ 5,778 $ 6,427
Receivables, net.......................................... 12,480 13,086
Inventories............................................... 13,398 11,371
Prepaid expenses and other current assets................. 1,364 1,313
-------- --------
Total current assets................................... 33,020 32,197
Property, plant and equipment, net.......................... 19,563 19,270
Goodwill, net............................................... 74,845 77,032
Deferred tax assets......................................... 49,026 53,626
Other assets................................................ 4,309 4,828
-------- --------
Total assets........................................... $180,763 $186,953
======== ========
LIABILITIES & STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Current portion of long-term debt......................... $ 1,775 $ 3,800
Accounts payable.......................................... 5,141 5,280
Accrued interest payable.................................. 3,777 1,090
Accrued expenses and other current liabilities............ 7,690 6,107
-------- --------
Total current liabilities.............................. 18,383 16,277
Long-term debt less the current portion..................... 119,073 132,605
Other liabilities........................................... 2,170 2,190
-------- --------
Total liabilities...................................... 139,626 151,072
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
Retained earnings (accumulated deficit)................... 811 (4,445)
-------- --------
Total stockholder's equity............................. 41,137 35,881
-------- --------
Total liabilities and stockholder's equity............. $180,763 $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 NINE
MONTHS ENDED
------------------------
OCTOBER 1, OCTOBER 3,
2000 1999
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income................................................ $ 5,539 $ 856
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 4,610 4,546
Amortization of deferred financing costs............... 469 441
Loss (gain) on disposal of property, plant and
equipment............................................. 58 (9)
Deferred taxes......................................... 4,600 1,721
Other noncash activities............................... 75 --
Changes in operating assets and liabilities, net....... 2,786 768
-------- -------
Net cash provided by operating activities............ 18,137 8,323
INVESTING ACTIVITIES
Purchase of property, plant and equipment................. (2,948) (1,392)
Proceeds from sales of property, plant and equipment...... 13 48
-------- -------
Net cash used in investing activities................ (2,935) (1,344)
FINANCING ACTIVITIES
Principal payments on bank debt........................... (15,557) (582)
Principal payments on capital leases...................... (47) (93)
Payment of debt issuance costs............................ -- (195)
Dividends paid............................................ (283) --
Other..................................................... 36 (331)
-------- -------
Net cash used in financing activities................ 15,887 (1,201)
Net (decrease) increase in cash............................. (649) 5,778
Cash at beginning of period................................. 6,427 2,265
-------- -------
Cash at end of period....................................... $ 5,778 $ 8,043
======== =======
</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 2000, FASB Statement 138, "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.
In December 1999 the Securities & Exchange Commission issued Staff
Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial Statements",
which summarizes the staff's views regarding the application of generally
accepted accounting principles to selected revenue recognition issues. The
Company has recently completed an evaluation of its internal revenue recognition
policies and procedures, and found them to be consistent with the views of the
staff as outlined in SAB 101.
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.
In the fourth quarter of 1998, as part of the restructuring program
described above, the Company recorded restructuring charges primarily to cover
costs associated with exiting the Olive Branch, Mississippi facility. These
restructuring charges included an accrual for severance and related costs, in
accordance with EITF 94-3, of $400, and asset write-downs of $950. Direct
charges for severance and related payments, which totaled $400, were recorded
during 1999 and 1998.
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. No such restructuring expenses were incurred during the second or
third quarters of 2000.
4
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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>
OCTOBER 1, DECEMBER 31,
2000 1999
---------- ------------
<S> <C> <C>
Raw materials............................................... $ 1,456 $ 1,345
Work in process............................................. 2,584 2,042
Finished goods.............................................. 9,358 7,984
------- -------
Total....................................................... $13,398 $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 FOR THE NINE
MONTHS ENDED MONTHS ENDED
----------------------- -----------------------
OCTOBER 1, OCTOBER 3, OCTOBER 1, OCTOBER 3,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales:
Golf shafts.................................. $23,883 $19,433 $84,482 $67,959
Performance tubing........................... 946 1,073 3,099 3,097
------- ------- ------- -------
Total..................................... $24,829 $20,506 $87,581 $71,056
======= ======= ======= =======
Gross profit:
Golf shafts.................................. $10,100 $ 8,065 $34,922 $27,228
Performance tubing........................... 305 245 813 709
------- ------- ------- -------
Total..................................... $10,405 $ 8,310 $35,735 $27,937
======= ======= ======= =======
</TABLE>
Following is a reconciliation of total reportable segment gross profit to
total Company income before income taxes:
<TABLE>
<CAPTION>
FOR THE THREE FOR THE NINE
MONTHS ENDED MONTHS ENDED
----------------------- -----------------------
OCTOBER 1, OCTOBER 3, OCTOBER 1, OCTOBER 3,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Total reportable segment gross profit.......... $10,405 $8,310 $35,735 $27,937
Less:
SG&A expenses................................ 4,166 3,665 13,016 11,785
Amortization of goodwill..................... 675 675 2,026 2,026
Restructuring costs.......................... -- 222 7 600
Interest expense............................. 3,358 3,554 10,429 10,871
Other expenses, net.......................... 1 18 18 (11)
------- ------ ------- -------
Total Company income before income taxes....... $ 2,205 $ 176 $10,239 $ 2,666
======= ====== ======= =======
</TABLE>
6) RECLASSIFICATION
Certain prior year amounts have been reclassified to conform with the
presentation of the October 1, 2000 financial statements included in this Form
10-Q. The reclassifications had no effect on net income.
5
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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 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 relatively consistent during the first nine months of 2000.
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
for 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 FOR THE NINE
MONTHS ENDED MONTHS ENDED
----------------------- -----------------------
OCTOBER 1, OCTOBER 3, OCTOBER 1, OCTOBER 3,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales.......................................... 100.0% 100.0% 100.0% 100.0%
Cost of sales...................................... 58.1 59.5 59.2 60.7
Gross profit....................................... 41.9 40.5 40.8 39.3
SG&A expenses...................................... 16.8 17.9 14.9 16.6
Amortization of goodwill........................... 2.7 3.3 2.3 2.9
Restructuring costs................................ -- 1.1 0.0 0.8
Operating income.............................. 22.4 18.3 23.6 19.0
Interest expenses.................................. 13.5 17.3 11.9 15.3
Other expenses, net................................ 0.0 0.1 0.0 (0.0)
Income before income taxes.................... 8.9 0.9 11.7 3.8
Income taxes....................................... 4.5 1.6 5.4 2.5
Net income.................................... 4.4% (0.7)% 6.3% 1.2%
Other Information:
EBITDA............................................. 28.5% 25.7% 28.9% 25.4%
Adjusted EBITDA.................................... 29.0% 27.4% 29.3% 27.4%
</TABLE>
(See definitions of EBITDA and Adjusted EBITDA contained herein.)
THIRD QUARTER ENDED OCTOBER 1, 2000 COMPARED TO THE THIRD QUARTER ENDED
OCTOBER 3, 1999
NET SALES for the third quarter of 2000 increased $4.3 million, or 21.1%,
to $24.8 million from $20.5 million in the third quarter of 1999. Golf shaft
sales increased $4.5 million, or 22.9%, to $23.9 million in the third quarter of
2000 from $19.4 million in the third quarter of 1999. We believe this increase
is driven by
6
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several factors, including an increase in consumer demand resulting from
innovative new product introductions we made 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 were down slightly during the third quarter of
2000, as compared to the third quarter of 1999. The Company currently expects
improved performance in this segment over the coming months based upon positive
incoming order trends.
Net sales to international customers increased approximately $1.2 million,
or 34.7%, to $4.9 million in the third quarter of 2000 from $3.6 million in the
third 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 third quarter of 2000 increased $2.1 million, or
25.2%, to $10.4 million from $8.3 million in the third quarter of 1999. Gross
profit as a percentage of net sales increased to 41.9% in the third quarter of
2000 from 40.5% in the third quarter of 1999. This increase in gross profit
margin was driven by several factors, including cost reduction and productivity
improvement programs at both our steel and graphite manufacturing plants and the
added fixed cost leverage provided by the increase in unit sales volume between
the two periods.
SELLING, GENERAL AND ADMINISTRATIVE expenses for the third quarter of 2000
increased approximately $0.5 million, to $4.2 million from $3.7 million in the
third quarter of 1999. We continue to leverage our overall SG&A cost base, and
as a result, SG&A as a percentage of net sales has declined to 16.8% in the
third quarter of 2000 from 17.9% in the third quarter of 1999. A substantial
portion of the increased SG&A expense related to an increase in our provision
for uncollectable accounts receivable, that was driven by the recent bankruptcy
filings of two on-line (dot.com) golf equipment distribution customers.
OPERATING INCOME for the third quarter of 2000 increased approximately $1.8
million, or 48.5%, to $5.6 million from $3.7 million in the third quarter of
1999. Operating income as a percentage of net sales increased to 22.4% in the
third quarter of 2000 from 18.3% in the third 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 $0.2 million related to the consolidation of our composite manufacturing
operations. Excluding the impact of these restructuring costs operating income
would have increased by $1.6 million, or 40.2%, to $5.6 million in 2000 from
$4.0 million in 1999, and operating income as a percentage of net sales would
have increased to 22.4% from 19.4%.
INTEREST EXPENSE for the third quarter of 2000 decreased to $3.4 million
from $3.6 million in the third quarter of 1999. This decrease is the result of
the continued reduction of our outstanding bank debt offset in part by the
higher weighted average interest rate on our variable rate debt during the third
quarter of 2000, which was caused by a general rise in interest rates in the
U.S. economy.
INCOME TAXES for the third quarter of 2000 increased to $1.1 million from
$0.3 million in the third 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 third quarter of 2000 increased by approximately $1.2
million to net income of $1.1 million in the third quarter of 2000 from a net
loss of ($0.2) million in the third quarter of 1999. This increase is reflective
of the profit impact from the items described above. Excluding the impact of the
1999 restructuring costs, net income would have increased to $1.1 million in
2000 from $0.0 million in 1999.
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
7
<PAGE> 10
represents EBITDA plus restructuring costs and management service fees. EBITDA
and Adjusted EBITDA for the third quarter of 2000 and 1999 are calculated as
follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTH
PERIOD ENDED
------------------------
OCTOBER 1, OCTOBER 3,
2000 1999
---------- ----------
<S> <C> <C>
Operating income............................................ $5,564 $3,748
Plus:
Depreciation.............................................. 844 839
Amortization of goodwill.................................. 675 675
------ ------
EBITDA...................................................... 7,083 5,262
Plus:
Restructuring costs....................................... -- 222
Management services fee................................... 125 125
------ ------
ADJUSTED EBITDA............................................. $7,208 $5,609
====== ======
</TABLE>
The increase in adjusted EBITDA of $1.6 million, or 28.5%, is reflective of
the profit impact of the operating income items described above, as well as the
impact of the items identified in the preceding table.
NINE MONTH PERIOD ENDED OCTOBER 1, 2000 COMPARED TO THE NINE MONTH PERIOD
ENDED OCTOBER 3, 1999
NET SALES for the first nine months of 2000 increased $16.5 million, or
23.3%, to $87.6 million from $71.1 million in the first nine months of 1999.
Golf shaft sales increased $16.5 million, or 24.3%, to $84.5 million in the
first nine months of 2000 from $68.0 million in the first nine months of 1999.
We believe this increase is driven by several factors, including an increase in
consumer demand resulting from innovative new product introductions we made 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 were relatively unchanged during the first nine
months of 2000, at $3.1 million, when compared to the first nine months of 1999.
Net sales to international customers increased approximately $5.0 million,
or 46.7%, to $15.6 million in the first nine months of 2000 from $10.6 million
in the first nine months 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 nine months of 2000 increased $7.8 million, or
27.9%, to $35.7 million from $27.9 million in the first nine months of 1999.
Gross profit as a percentage of net sales increased to 40.8% in the first nine
months of 2000 from 39.3% in the first nine months of 1999. This increase in
gross profit margin was driven by several factors, including cost reduction and
productivity improvement programs at both our steel and graphite manufacturing
plants, continued savings in labor and overhead from the consolidation of our
graphite shaft manufacturing operations into our El Cajon facility, and the
added fixed cost leverage provided by the increase in unit sales volume
experienced during the first nine months of 2000.
In addition to the impact of the gross profit drivers discussed above,
gross profit for the first nine months of 1999 was negatively impacted by the
payment of a contract ratification bonus to the union members at our steel golf
shaft plant in Mississippi. The ratification bonus was paid in conjunction with
a four-year collective bargaining agreement that expires in June 2003. Excluding
the impact of this ratification bonus, gross profit for the first nine months of
2000 would have increased $7.4 million, or 26.1%, to $35.7 million from $28.3
million in the first nine months of 1999. Gross profit as a percentage of net
sales would have increased to 40.8% in the first nine months of 2000 from 40.0%
in the first nine months of 1999.
SELLING, GENERAL AND ADMINISTRATIVE expenses for the first nine months of
2000 increased approximately $1.2 million, to $13.0 million from $11.8 million
in the first nine months of 1999. We continue to leverage our overall SG&A cost
base, and as a result, SG&A as a percentage of net sales has declined to 14.9%
in the first
8
<PAGE> 11
nine months of 2000 from 16.6% in the first nine months of 1999. Most of the
increase in SG&A expense relates to a growth in management programs and an
increase in our provision for uncollectable accounts receivable. This increase
in our allowance for potentially uncollectable accounts receivable was driven by
the recent bankruptcy filings of two on-line (dot.com) golf equipment
distribution customers.
OPERATING INCOME for the first nine months of 2000 increased approximately
$7.2 million, or 52.9%, to $20.7 million from $13.6 million in the first nine
months of 1999. Operating income as a percentage of net sales increased to 23.6%
in the first nine months of 2000 from 19.0% in the first nine months 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 $0.6 million related to the consolidation of our
composite manufacturing operations. Excluding the impact of these restructuring
costs and the union contract ratification bonus described above, operating
income would have increased by $6.2 million, or 42.4%, to $20.7 million in 2000
from $14.5 million in 1999, and operating income as a percentage of net sales
would have increased to 23.6% from 20.4%.
INTEREST EXPENSE for the first nine months of 2000 decreased to $10.4
million from $10.9 million in the first nine months of 1999. This decrease is
the result of the continued reduction of our outstanding bank debt, offset in
part by the higher weighted average interest rate on our variable rate debt
during the first nine months of 2000, which was caused by a general rise in
interest rates in the U.S. economy.
INCOME TAXES for the first nine months of 2000 increased to $4.7 million
from $1.8 million in the first nine months 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 nine months of 2000 increased approximately $4.7
million to $5.5 million from $.9 million in the first nine months of 1999. This
increase is reflective of the profit impact from the items described above.
Excluding the impact of the 1999 union contract ratification bonus and
restructuring costs, net income would have increased by approximately $4.1
million to $5.5 million in 2000 from $1.5 million in 1999.
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, management service fees and the union contract ratification bonus. EBITDA
and Adjusted EBITDA for the first nine months of 2000 and 1999 are calculated as
follows:
<TABLE>
<CAPTION>
FOR THE NINE MONTH
PERIOD ENDED
------------------------
OCTOBER 1, OCTOBER 3,
2000 1999
---------- ----------
<S> <C> <C>
Operating income............................................ $20,686 $13,526
Plus:
Depreciation.............................................. 2,584 2,520
Amortization of goodwill.................................. 2,026 2,026
------- -------
EBITDA...................................................... 25,296 18,072
Plus:
Restructuring costs....................................... 7 600
Management services fee................................... 375 375
Union Contract Ratification Bonus......................... -- 400
------- -------
ADJUSTED EBITDA............................................. $25,678 $19,447
======= =======
</TABLE>
The increase in adjusted EBITDA of $6.2 million, or 32.0%, is reflective of
the profit impact of the operating income items described above, as well as the
impact of the items identified in the preceding table.
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LIQUIDITY AND CAPITAL RESOURCES
GENERAL
As part of the leveraged recapitalization and the acquisition of Grafalloy,
we established a Senior Credit Facility (the "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 by the Company, 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
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 October 1, 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.
NINE MONTH PERIOD ENDED OCTOBER 1, 2000 COMPARED TO THE NINE MONTH PERIOD
ENDED OCTOBER 3, 1999
In the first nine months of 2000 cash provided by operating activities
increased by approximately $9.8 million to $18.2 million from $8.3 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 $2.9 million of cash to invest in property, plant and equipment in
the first nine months of 2000, compared to the $1.4 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 placed into receivership in early 2000.
We also repaid $15.6 million of the principal on our Credit Facility during
the first nine months of 2000, compared to the $0.6 million that we repaid
during the first nine months 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 Credit Facility. The mandatory prepayment is based upon the
excess cash flow generated in calendar 1999, as defined in the credit agreement.
In addition to this mandatory prepayment we also made voluntary prepayments of
$4.0 million in April, $2.0 million in June, $4.2 million in July and $2.0
million in September.
Currently, we intend to use existing cash and cash provided from future
operations, if any, to repay our Credit Facility 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 $14.6 million
prepayments described above, we made an additional voluntary principal
prepayment of $2.0 million on our Credit Facility in October 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 October 1, 2000 we have the full amount of the $20.0
million revolving credit facility available for future cash requirements.
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<PAGE> 13
Depending on the size, any future acquisitions, joint ventures, capital
expenditures or similar transactions may require significant capital resources
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
the Company will be able to obtain the necessary capital under acceptable terms,
from creditors or other sources, that will be sufficient to execute any such
business investment or capital expenditure.
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 November 10, 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 October 1, 2000.
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<PAGE> 14
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 October 1, 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).
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).
</TABLE>
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<PAGE> 15
<TABLE>
<C> <S>
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 (filed as Exhibit 10.8 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
April 2, 2000, as filed with the SEC on May 16, 2000, and
included herein by this reference).
27.1 Financial Data Schedule
</TABLE>
b. Reports on Form 8-K
No reports or Form 8-K were filed during the quarter ended October 1,
2000.
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<PAGE> 16
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 November 13, 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
14
