-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MRHZcjg1QUpy8CI2XmNUVfxE0fDpa+pRv+5aBX/7CbX+GpC8wxWq2vt+/amrBxIF rufXtNbMOKYHcZV5/sxknw== 0000909143-07-000022.txt : 20070314 0000909143-07-000022.hdr.sgml : 20070314 20070314172215 ACCESSION NUMBER: 0000909143-07-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070314 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070314 DATE AS OF CHANGE: 20070314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAMS GOLF INC CENTRAL INDEX KEY: 0001059763 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 752320087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24583 FILM NUMBER: 07694430 BUSINESS ADDRESS: STREET 1: 2801 EAST PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75074 BUSINESS PHONE: 9726739000 MAIL ADDRESS: STREET 1: 2801 EAST PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75074 8-K 1 adgo8k.txt CURRENT REPORT ON FORM 8-K, DATED MARCH 14, 2007 ======================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2007 Adams Golf, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-24583 75-2320087 (State or Other (Commission (IRS Employer Jurisdiction of Incorporation File Number) Identification No.) 300 Delaware Avenue, Suite 572 Wilmington, Delaware 19801 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (302) 427-5892 Not Applicable (Former Name or Former Address, if Changed Since Last Report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 230.14a-12(b)) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 230.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 230.133-4(c)) ======================================================================== Item 2.02 Results of Operations and Financial Condition On March 14, 2007, Adams Golf, Inc. (the "Company") announced via press release the Company's financial results for the quarter and year ended December 31, 2006. A copy of the Company's press release is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are provided under Item 9.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission. The press release is available at the Company's website, www.adamsgolf.com. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release of Adams Golf, Inc, dated March 1, 2007. SIGNATURE 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 hereunto duly authorized. Date: March 14, 2007 ADAMS GOLF, INC. By: /s/ ERIC LOGAN ------------------------ Eric Logan Chief Financial Officer EX-99.1 2 ex-99.txt MARCH 14, 2007 PRESS RELEASE [LOGO OF ADAMS GOLF, INC.] NEWS RELEASE FOR IMMEDIATE RELEASE Adams Golf Reports Fourth Quarter and Year End 2006 Financial Results PLANO, TEXAS, March 14, 2007 - Adams Golf (OTCBB:ADGO) today reported net sales of $13.1 million for its fourth quarter ended December 31, 2006, as compared to $9.7 million in the comparable period of 2005. The Company reported net income of $4.4 million, or $0.15 per fully diluted share for the fourth quarter ended December 31, 2006, as compared to a net loss of $1.0 million, or $0.04 per fully diluted share for the comparable period of 2005. In the 2006 fourth quarter, the Company recorded a deferred tax asset of $5.4 million, which represents its estimate of future usage of our net operating loss tax carryforward. For the year ended December 31, 2006, net sales were $76.0 million, as compared to $56.4 million for the year ended December 31, 2005. The Company had net income of $9.0 million, or $0.31 per fully diluted share for 2006, as compared to net income of $3.2 million, or $0.12 per fully diluted share in 2005. In the 2006 fiscal year, the Company benefited from the recording of a deferred tax asset of $5.4 million, as noted above. In the 2005 fiscal year, the Company benefited from the reversal of a legal accrual in the amount of $1.8 million and the receipt of $1.0 million for the settlement of an insurance claim. The Company's aggregate cash and cash equivalents balance was $9.5 million as of December 31, 2006. In the fourth quarter of 2006, the Company repurchased 141,736 shares under its current stock repurchase plan. The Company repurchased an aggregate of 279,120 shares of its common stock in fiscal 2006. "I'm very pleased with the Company's results for 2006," said Mr. Chip Brewer, CEO and President of Adams Golf. "Our growth for the year was driven primarily by our Idea hybrid iron sets which, according to Golf Datatech, LLC, have been the #1 selling brand of irons in off course golf specialty retail sales since December of 2005. We benefited in the fourth quarter of 2006 from our launches of the Idea Tech OS 8-piece hybrid iron sets and the Idea Pro 8-piece hybrid iron sets and individual hybrids. Our individual hybrids finished 2006 as the #1 hybrid played by professionals on the combined professional men's tours (PGA, Champions and Nationwide), according to results from the Darrell Survey. We also announced in the fourth quarter of 2006 our intent to purchase certain assets of Women's Golf Unlimited, which is consistent with our goal of expanding our presence in the growing women's golf equipment market. That acquisition closed in the first quarter of 2007. Lastly, we've continued to make investments in our brand and overall organization, particularly our R&D group." Adams Golf will host a conference call at 5:30 p.m. Eastern Daylight time on Thursday, March 15, 2007, with Chip Brewer, CEO and President, and Eric Logan, Chief Financial Officer, to review Adams' 2006 fourth quarter and full year financial results. For telephone access to the conference call, dial (800) 374-0113 or (706) 758-9607 for international calls, and request connection to the Adams Golf conference call. The conference ID # is 2273498. Developing high-performance and technologically innovative golf products is the cornerstone of Adams Golf. From the initial design, through manufacturing and servicing, Adams Golf is committed to helping golfers of all abilities enjoy the game of golf. For more information on Adams Golf, visit adamsgolf.com. This press release contains "forward-looking statements" made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The statements include, but are not limited to statements regarding our ability to continue manufacturing products that are commercially acceptable to consumers, our acquisition of certain assets of Women's Golf Unlimited, and statements using terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "plan," "seek" or "believe". Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the following: product development difficulties; product approval and conformity to governing body regulations; assembly difficulties; competing product introductions; patent infringement risks; uncertainty of the ability to protect intellectual property rights; market demand and acceptance of products; the impact of changing economic conditions; the success of our marketing strategy; our dependence on a limited number of customers; business conditions in the golf industry; reliance on third parties, including suppliers; the actions of competitors, including pricing, advertising and product development risks concerning future technology; the management of sales channels and re-distribution; and one-time events and other factors detailed under "Risk Factors" in our 10-K's, 10-Q's and other Securities and Exchange Commission filings. These filings can be obtained by contacting Adams Golf Investor Relations. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Except as required by federal securities laws, Adams Golf undertakes no obligation to publicly update or revise any written or oral forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this press release. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the applicable cautionary statements. For more information, please contact: Patty Walsh Director, Investor Relations Adams Golf (972) 673-9000 pattywalsh@adamsgolf.com ADAMS GOLF, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) ASSETS December 31, ------------------------- 2006 2005 ---------- ---------- Current assets: Cash and cash equivalents $ 9,472 $ 10,747 Trade receivables, net 13,553 14,171 Inventories, net 24,651 16,151 Prepaid expenses 686 754 Other current assets 1,371 27 ---------- ---------- Total current assets 49,733 41,850 Property and equipment, net 719 630 Deferred tax asset - non current 4,052 -- Other assets 1,099 1,622 ---------- ---------- $ 55,603 $ 44,102 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 6,271 $ 4,691 Accrued expenses 7,463 7,284 ---------- ---------- Total liabilities 13,734 11,975 Stockholders' equity: Preferred stock, $0.01 par value; authorized 5,000,000 shares; none issued -- -- Common stock, $.001 par value; authorized 50,000,000 shares; 24,895,226 and 23,471,653 shares issued and 23,958,606 and 22,814,153 shares outstanding in 2006 and 2005, respectively 25 23 Additional paid-in capital 90,630 89,499 Accumulated other comprehensive income 887 888 Accumulated deficit (46,147) (55,147) Treasury stock, 936,620 common shares at December 31, 2006 and 657,500 common shares at December 31, 2005, at cost (3,526) (3,136) ---------- ---------- Total stockholders' equity 41,869 32,127 ---------- ---------- Commitments and contingencies $ 55,603 $ 44,102 ========== ==========
ADAMS GOLF, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Years Ended December 31, ------------------------- 2006 2005 ---------- ---------- Net sales $ 76,030 $ 56,424 Cost of goods sold 42,304 30,309 ---------- ---------- Gross profit 33,726 26,115 ---------- ---------- Operating expenses: Research and development expenses 2,607 2,285 Selling and marketing expenses 19,800 16,571 General and administrative expenses 7,879 7,063 Reversal of settlement expenses (benefit) -- (1,771) Reversal of restructuring expense (benefit) -- (78) ---------- ---------- Total operating expenses 30,286 24,070 ---------- ---------- Operating income 3,440 2,045 Other income (expense): Interest income 201 236 Interest expense (3) (6) Other 35 1,052 ---------- ---------- Income before income taxes 3,673 3,327 Income tax expense (benefit) (5,327) 87 ---------- ---------- Net income $ 9,000 $ 3,240 ========== ========== Income per common share : Basic $ 0.39 $ 0.14 ========== ========== Diluted $ 0.31 $ 0.12 ========== ==========
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