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) May 11, 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 May 11, 2012, the registrant released information regarding the registrant's results of operations for the three months ended March 31, 2012. 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: May 11, 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, May 11, 2012 (GLOBE NEWSWIRE) -- Adams Golf (Nasdaq:ADGF) today reported record net sales of $37.8 million for the three months ended March 31, 2012, as compared to $30.2 million for the three months ended March 31, 2011, an increase of 25% year-over-year. Adams Golf recorded a net profit of $5.4 million, or $0.66 per fully diluted share, for the three months ended March 31, 2012, as compared to $4.0 million, or $0.50 per fully diluted share, for the comparable period of 2011.
"We are excited about our strong start to 2012 and the continued brand momentum," said Mr. Barney Adams, Interim CEO of Adams Golf. "Our Q1 results benefited from our ability to grow our brand and our business, both domestically and internationally, our great product offering and technology especially Velocity Slot technology in our fairway woods and hybrids."
"During the first quarter:
"In summary, we are encouraged with our Q1 results and our progress on brand and business development. We are excited about the many opportunities of future growth of the company," 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, 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 other filings we have made with the Securities and Exchange Commission. These filings can be obtained by contacting Adams Golf Investor Relations or visiting the SEC's website at www.sec.gov.
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 CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) |
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ASSETS | ||
March 31, 2012 |
December 31, 2011 |
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(unaudited) | ||
Current assets: | ||
Cash and cash equivalents | $ 8,415 | $ 18,216 |
Trade receivables, net of allowance for doubtful accounts of $2,218 (unaudited) and $2,172 at March 31, 2012 and December 31, 2011, respectively |
38,354 | 16,786 |
Inventories, net | 23,645 | 26,480 |
Prepaid expenses | 209 | 209 |
Deferred tax asset, net –current | 1,609 | 1,962 |
Other current assets | 2,550 | 3,274 |
Total current assets | 74,782 | 66,927 |
Property and equipment, net | 901 | 946 |
Deferred tax asset, net – non current | 9,315 | 11,245 |
Other assets, net | 1,382 | 1,423 |
$ 86,380 | $ 80,541 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current liabilities: | ||
Accounts payable | $ 2,812 | $ 7,363 |
Accrued expenses and other current liabilities | 15,387 | 10,788 |
Total liabilities | 18,199 | 18,151 |
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; 8,406,448 and 8,218,726 shares issued and 7,995,511 and 7,807,789 shares outstanding at March 31, 2012 (unaudited) and December 31, 2011, respectively | 8 | 8 |
Additional paid-in capital | 95,481 | 95,291 |
Accumulated other comprehensive income | 2,943 | 2,727 |
Accumulated deficit | (25,497) | (30,882) |
Treasury stock, 410,937 common shares at March 31, 2012 and December 31, 2011, at cost | (4,754) | (4,754) |
Total stockholders' equity | 68,181 | 62,390 |
$ 86,380 | $ 80,541 |
ADAMS GOLF, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited) |
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Three Months Ended | ||||
March 31, | ||||
2012 | 2011 | |||
Net sales | $ 37,799 | $ 30,186 | ||
Cost of goods sold | 20,157 | 16,030 | ||
Gross profit | 17,642 | 14,156 | ||
Operating expenses: | ||||
Research and development expenses | 755 | 699 | ||
Selling and marketing expenses | 7,306 | 6,586 | ||
General and administrative expenses | 1,767 | 2,751 | ||
Total operating expenses | 9,828 | 10,036 | ||
Operating income | 7,814 | 4,120 | ||
Other expense: | ||||
Interest expense, net | (7) | (14) | ||
Other income (expense), net | (5) | (1) | ||
Income before income taxes | 7,802 | 4,105 | ||
Income tax expense | 2,417 | 66 | ||
Net income | $ 5,385 | $ 4,039 | ||
Net income per common share - basic | $ 0.68 | $ 0.53 | ||
- diluted | $ 0.66 | $ 0.50 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) (unaudited) |
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Three Months Ended March 31, | ||||
2012 | 2011 | |||
Comprehensive income: | ||||
Net income | $ 5,385 | $ 4,039 | ||
Foreign currency translation | 216 | 360 | ||
Comprehensive income | $ 5,601 | $ 4,399 |
CONTACT: Pamela High Chief Financial Officer Adams Golf (972) 673-9000 InvestorInfo@adamsgolf.com