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 6, 2012
Adams Golf, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
001-33978 |
75-2320087 |
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2801 E. Plano Pkwy, Plano, Texas |
75074 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (972) 673-9000
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): |
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[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On March 6, 2012, the registrant released information regarding the registrant's results of operations for the year ended December 31, 2011. The text of the release is included herewith as Exhibit 99.1.
The information furnished pursuant to Item 2.02 of this report shall not be considered or deemed to be "filed" under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and all exhibits to this report relating to Item 2.02 of this report are intended to be, and shall be, deemed furnished and not filed and such information and exhibits shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, notwithstanding any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description of Exhibit
99.1
Press Release (furnished herewith pursuant to Item 2.02 of this Form 8-K)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Adams Golf, Inc. |
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Date: March 6, 2012 | By: /s/ PAMELA J. HIGH Name: Pamela J. High Title: Chief Financial Officer |
INDEX OF EXHIBITS
Exhibit No. |
Description of Exhibit |
99.1 |
Press Release (furnished herewith pursuant to Item 2.02 of this Form 8-K) |
EXHIBIT 99.1
PLANO, Texas, March 6, 2012 (GLOBE NEWSWIRE) -- Adams Golf (Nasdaq:ADGF) today reported record net sales of $96.5 million for the year ended December 31, 2011, as compared to $86.2 million for the year ended December 31, 2010, an increase of 12% year-over-year. Adams Golf realized a net profit of $14.5 million, or $1.79 per fully diluted share, for the year ended December 31, 2011, as compared to $5.0 million, or $0.66 per fully diluted share, for the comparable period of 2010. Our results for the year ended December 31, 2011 benefited from a $2.7 million adjustment to our deferred tax asset and from a net recovery of $5.1 million which is net of legal fees incurred during 2011, from the settlement of litigation against a former insurance carrier. Excluding these events, our net profit would have been $6.7 million, or $0.82 per fully diluted share, for the year ended December 31, 2011.
"With both record revenues and a strong financial performance, 2011 was another highly successful year for Adams Golf. I am delighted with the performance and congratulate the operating team accordingly," said Mr. Barney Adams, Chairman and Interim CEO.
"In addition to our financial accomplishments, we believe we have continued to make progress with our brand development and market positions. Evidence of this progress includes:
"Looking forward, it is our belief that market conditions are continuing to improve and that we are positioned to sustain our progress on brand and market development. Furthermore, although it is still early in the year, we are off to a strong start for 2012 with field reports of both sell in and sell through at or above expectations. As a result, we remain cautiously optimistic for our business in 2012," concluded Mr. Adams.
About Adams Golf
Developing high-performance and technologically innovative golf products is the cornerstone of Adams Golf. From 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, please visit www.adamsgolf.com or view prior press releases at http://www.adamsgolf.com/news.htm.
The Adams Golf logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5031
Forward Looking Statements
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, planned product launches and international growth, our ability to operate profitably and protect our financial condition and statements using terminology such as "may," "would," "expect," "intend," "estimate," "anticipate," "plan," "seek," "inevitably," "appears," or "believe." Such statements reflect the current view of Adams Golf with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the following: the impact of changing economic conditions; product development difficulties; assembly difficulties; competing product introductions; patent infringement risks; our ability to protect our intellectual property rights; market demand and acceptance of products; the success of our marketing strategy both domestically and internationally; 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 both domestically and internationally; and one-time events and other factors detailed under "Risk Factors" in our most recent Form 10-K and subsequent Form 10-Q on file with Securities and Exchange Commission. These filings can be obtained by contacting Adams Golf Investor Relations.
Although Adams Golf 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 Adams Golf or persons acting on its behalf are expressly qualified in their entirety by the applicable cautionary statements.
ADAMS GOLF, INC. AND SUBSIDIARIES | ||
CONSOLIDATED BALANCE SHEET | ||
(in thousands, except share and per share amounts) | ||
ASSETS | ||
December 31, | ||
2011 | 2010 | |
Current assets: | ||
Cash and cash equivalents | $ 18,216 | $ 6,724 |
Trade receivables, net | 16,786 | 16,594 |
Inventories, net | 26,480 | 27,088 |
Prepaid expenses | 209 | 632 |
Deferred tax asset, net –current | 1,962 | -- |
Other current assets | 3,274 | 459 |
Total current assets | 66,927 | 51,497 |
Property and equipment, net | 946 | 879 |
Deferred tax asset, net – non current | 11,245 | 10,228 |
Other assets, net | 1,423 | 134 |
$ 80,541 | $ 62,738 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current liabilities: | ||
Accounts payable | $ 7,363 | $ 6,255 |
Accrued expenses and other current liabilities | 10,788 | 9,384 |
Total liabilities | 18,151 | 15,639 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value; authorized 1,250,000 shares; none issued | -- | -- |
Common stock, $0.001 par value; authorized 12,500,000 shares; 8,218,726 and 8,045,078 shares issued and 7,807,789 and 7,634,141 shares outstanding at December 31, 2011 and 2010, respectively | 8 | 8 |
Additional paid-in capital | 95,291 | 94,525 |
Accumulated other comprehensive income | 2,727 | 2,666 |
Accumulated deficit | (30,882) | (45,346) |
Treasury stock, 410,937 shares of common stock at December 31, 2011 and 2010, at cost | (4,754) | (4,754) |
Total stockholders' equity | 62,390 | 47,099 |
$ 80,541 | $ 62,738 |
ADAMS GOLF, INC. AND SUBSIDIARIES | ||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
(in thousands, except per share amounts) | ||
Years Ended December 31, | ||
2011 | 2010 | |
Net sales | $ 96,504 | $ 86,247 |
Cost of goods sold | 53,727 | 48,504 |
Gross profit | 42,777 | 37,743 |
Operating expenses: | ||
Research and development expenses | 2,898 | 2,551 |
Selling and marketing expenses | 24,145 | 20,966 |
General and administrative expenses | 9,013 | 8,961 |
Recovery of settlement expense, net of legal fees | (5,125) | -- |
Total operating expenses | 30,931 | 32,478 |
Operating income | 11,846 | 5,265 |
Other income (expense): | ||
Interest income | 3 | 6 |
Interest expense | (73) | (38) |
Other | (1) | (12) |
Income before income taxes | 11,775 | 5,221 |
Income tax expense (benefit) | (2,689) | 174 |
Net income | $ 14,464 | $ 5,047 |
Net income per common share: | ||
Basic | $ 1.87 | $ 0.70 |
Diluted | $ 1.79 | $ 0.66 |
CONTACT: Pamela High Chief Financial Officer Adams Golf (972) 673-9000 InvestorInfo@adamsgolf.com