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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 10-K

(Mark One)

     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934

     For the fiscal year ended January 1, 2005

or

     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934

     For the transition period from                      to                     .

Commission file number 333-101117

GOLFSMITH INTERNATIONAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)
     
Delaware   16-1634897
(State or Other Jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification No.)

11000 N. IH-35
Austin, Texas 78753
(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (512) 837-8810
Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to section 12(g) of the Act:

NONE

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 þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

None of the registrant’s common stock is held by non-affiliates of the registrant.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

     
Class of Common Stock   Outstanding at April 1, 2005
     
$.001 par value   21,594,597 Shares
 
 

 


Table of Contents

GOLFSMITH INTERNATIONAL HOLDINGS, INC.

Annual Report on Form 10-K

For the Fiscal Year Ended January 1, 2005

TABLE OF CONTENTS

                 
            Page  
Part I.            
 
               
 
  Item 1.   Business     3  
 
  Item 2.   Properties     16  
 
  Item 3.   Legal Proceedings     16  
 
  Item 4.   Submission of Matters to a Vote of Security Holders     16  
Part II.            
 
               
 
  Item 5.   Market for Registrant’s Common Equity and Related Stockholder Matters     17  
 
  Item 6.   Selected Financial Data     18  
 
  Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations     20  
 
  Item 7A.   Quantitative and Qualitative Disclosures About Market Risk     32  
 
  Item 8.   Consolidated Financial Statements and Supplementary Data     33  
 
  Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     60  
 
  Item 9A.   Controls and Procedures     60  
Part III.            
 
               
 
  Item 10.   Directors and Executive Officers of the Registrant     61  
 
  Item 11.   Executive Compensation     64  
 
  Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     68  
 
  Item 13.   Certain Relationships and Related Transactions     70  
 
  Item 14.   Principal Accounting Fees and Services     73  
Part IV.            
 
               
 
  Item 15.   Exhibits and Financial Statement Schedules     74  
 
  Signatures          
 Subleasehold Mortgage
 Leasehold Deed of Trust, dated November 9, 2004
 Leasehold Deed of Trust, dated November 9, 2004
 Leasehold Mortgage, dated November 9, 204
 Leasehold Mortgage, dated November 11, 2004
 Leasehold Mortgage, dated November 12, 2004
 Leasehold Mortgage, dated December 23, 2004
 Collateral Assignment of Lessee's Interest in Lease
 Amendment No. 8 to Credit Agreement
 Letter Agreement - Franklin C. Paul
 Letter Agreement - Carl F. Paul
 Code of Ethics
 Code of Business for Senior Executives and Financial Officers
 Consent of Ernst & Young LLP
 Rule 13a-14(a)/15d-14(a) Certification of James D. Thompson
 Rule 13a-14(a)/15d-14(a) Certification of Virginia Bunte
 Certification of James D. Thompson Pursuant to 18 U.S.C. Section 1350
 Certification of Virginia Bunte Pursuant to 18 U.S.C. Section 1350

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CAUTIONARY NOTICE REGARDING
FORWARD LOOKING STATEMENTS

     This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend,” or similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of future store openings, store retrofits and capital expenditures, the likelihood of our success in expanding our business, financing plans, working capital needs and sources of liquidity.

     Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the introduction of new product offerings, store opening costs, our ability to lease new sites on a timely basis, expected pricing levels, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve risks and uncertainties, which could cause actual results that differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict.

     We believe our forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

PART I

Item 1. Business

Overview

     Carl Paul founded our company in 1967 when he began providing clubmakers with the components necessary to offer custom-made golf clubs at a time when most golfers could only purchase ready-made, off-the-shelf equipment. In order to capitalize on this market opportunity, we helped pioneer the golf club components industry by designing and selling a line of components and supplies (principally golf clubheads, shafts, grips and tools) for custom clubmakers through our clubmakers’ catalog. Over the years we have complemented and expanded our operations by opening our first retail outlet in 1972, mailing our first general golf product catalog in 1975, opening our first superstore in 1992, opening the Harvey Penick Golf Academy in 1993 and launching golfsmith.com in 1997.

     We are a multi-channel, specialty retailer of golf equipment and related accessories and a designer and marketer of golf equipment. We have a 38-year history as a retailer in the golf industry. We offer equipment from leading manufacturers, including Callaway®, Cobra®, FootJoy®, Nike®, Ping®, Taylor Made® and Titleist®. In addition, we offer our own proprietary brands, including Golfsmith®, Lynx®, Snake Eyes®, Killer Bee®, Zevo®, GearForGolfTM and GiftsForGolfTM. We market our products through 46 superstores as well as through our direct-to-consumer channels, which include our clubmaking and consumer catalogs and our Internet site. We also operate the Harvey Penick Golf Academy, an instructional school incorporating the techniques of the well-known golf instructor, the late Harvey Penick.

     We offer a complete line of golf equipment and related accessories through multiple distribution channels:

     Superstores. We opened our first golf superstore in 1992 and currently operate 46 superstores. These stores range in size from approximately 8,000 to 33,000 square feet. Our superstores feature a wide selection of golf equipment from major name brand manufacturers.

     Direct-to-Consumer. Our principal publications are the Golfsmith Consumer Catalog and the Golfsmith Clubmaking Catalog. We also sell our products through our website, www.golfsmith.com. Through our direct-to-consumer distribution channels, we provide customers our offering of products, including equipment, apparel, accessories and clubmaking components and tools.

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     Harvey Penick Academy. In 1993, we partnered with Austin native and well-known golf instructor, the late Harvey Penick, to form the Harvey Penick Golf Academy. The academy has attracted over 18,000 students since its inception. We believe the academy helps contribute to sales at our adjacent Austin superstore.

     International. We work with a group of international distributors to offer golf club components and equipment to clubmakers and golfers in selected regions outside the United States. In the United Kingdom, we sell our proprietary branded equipment through a commissioned sales force directly to retailers. Throughout most of Europe and parts of Asia and other parts of the world, we sell our products through a network of distributors.

The Merger

     On October 15, 2002, BGA Acquisition Corp., our wholly owned subsidiary merged with and into Golfsmith International, Inc. Golfsmith International, Inc., or Golfsmith, is the surviving corporation and is our wholly owned subsidiary as a result of the merger. The aggregate purchase price for the merger was approximately $121.0 million. The components of this purchase price included the payment to the stockholders of Golfsmith prior to the merger of $101.5 million in cash and $12.8 million of our equity securities, and $6.7 million in fees and expenses incurred in connection with the merger. The cash portion of the purchase price for the merger was funded out of:

  •   the net proceeds from the offering of Golfsmith’s 8.375% senior secured notes due 2009, of approximately $67.9 million;
 
  •   the cash contribution of $50.0 million described below; and
 
  •   existing cash.

     The merger agreement required Golfsmith to repay and terminate all then existing indebtedness and also required us to put in place a new revolving credit facility as a condition to the closing of the merger. For more information about the purchase price and the other terms of the merger generally, you should read the description of the merger agreement contained in Item 13, “Certain Relationships and Related Transactions.”

     We were formed by Atlantic Equity Partners III, L.P., a limited partnership operated by First Atlantic Capital Ltd. First Atlantic is a private equity investment firm. We were formed solely for the purpose of completing the merger and had no operations, assets or properties prior to the merger. In connection with the merger, Atlantic Equity Partners III contributed $50.0 million in return for approximately 79.7% of our common stock on a fully diluted basis. In the merger, Golfsmith’s stockholders prior to the merger, including members of our current management, received shares of our common stock and restricted common stock units, which entitle the holders thereof to shares of our common stock. These stockholders currently own in the aggregate 17.0% of our common stock on a fully diluted basis, including outstanding stock options. In connection with the merger, we entered into a management consulting agreement with First Atlantic, and all of our stockholders, including members of our management, entered into a stockholders agreement and certain other contractual arrangements with First Atlantic as described in Item 13, “Certain Relationships and Related Transactions.”

Products and Suppliers

     We currently derive over 60% of our net revenues from clubs and components, which include products from original equipment manufacturers as well as our own proprietary brands. Sales of our proprietary branded clubs constituted 10.8% and 9.2% of our total club sales in fiscal 2003 and fiscal 2004, respectively. Our products include golf clubs and club components, club bags, golf gloves, golf shoes, and golfing apparel.

Original Equipment Manufacturers

     We offer a large selection of golf equipment from many of the major equipment vendors in the industry, including, but not limited to, Callaway®, Cobra®, FootJoy®, Nike®, Ping®, Taylor Made® and Titleist®.

     In fiscal 2004, three of our suppliers, Callaway Golf, Taylor Made/Adidas Golf, and Fortune Brands (Titleist/Cobra Golf) each supplied 10% of our consolidated purchases. In fiscal 2003, Callaway Golf supplied 11% of our consolidated purchases. No other single supplier accounted for more than 10% of our consolidated purchases during fiscal 2003 or 2004. Our top ten suppliers for fiscal 2004 were as follows:

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Top 10 Suppliers
Callaway Golf   Ping
Eaton Corporation   Roger Cleveland Golf
Footjoy, Inc.   Taylor Made/Adidas Golf
Fortune Brands (Titleist/Cobra Golf)   True Temper
Nike   Twin Lakes Co. Ltd.

Proprietary Brands

     We are the registrant of, or have pending registrations for over 100 trademarks and service marks in more than 30 countries including Golfsmith®, Lynx®, Snake Eyes®, Black Cat®, Killer Bee®, Predator®, Tigress®, Zevo®, GearForGolfTM and GiftsForGolfTM. Our trademarks are generally valid as long as they are properly in use in commerce. The registrations are valid as long as they are properly maintained and the registered marks have not become generic, abandoned or the registrations obtained fraudulently. Our trademarks may cease to be valid, for example, if we:

  •   license our trademarks without quality control or fail to enforce quality control provisions in any licenses;
 
  •   fail to contest infringing uses;
 
  •   fail to use a U.S. trademark for three consecutive years;
 
  •   fail to use a foreign registered trademark within the time required after registration; and
 
  •   fail to maintain foreign registrations, in which case we may lose the presumption of ownership in the foreign country.

     Our trademarks and domain names are considered to be indefinite lived assets under SFAS No. 142, “Goodwill and Other Intangible Assets,” and therefore are not amortized. Other definite lived intellectual property is amortized on a straight-line basis over nine years.

     We focus on developing products that are high-quality and designed to increase the penetration of our private label offerings, fill a niche or gap in the premium brand product offerings and appeal to custom clubmakers and enhance our status in equipment design. Three of our private labels were added in fiscal 1998 when we purchased assets of three golf companies: Lynx Golf Inc., Snake Eyes Golf Clubs Inc. and Black Rock Golf Corp., the manufacturer of the Killer Bee® line. We purchased an additional brand — Zevo® — in 2003. These companies’ equipment lines are now proprietary brands included in all of our retail channels. We source substantially all of our proprietary products from contract manufacturers in Asia, and these contractors manufacture our equipment according to our specifications.

Sales and Distribution

Superstores

     We opened our first golf superstore in 1992 and currently operate 46 superstores. The locations of our superstores are more fully described in Item 2, “Properties.”

     Our superstores range in size from approximately 8,000 to 33,000 square feet and average approximately 18,000 square feet. Our superstores feature both a wide selection of golf equipment from major name brand manufacturers and our own proprietary branded products. Our superstores also cater to golf and sports enthusiasts by providing golf simulators, indoor driving nets, computerized swing analyzers, putting greens, indoor lesson capabilities in select locations and television monitors that display golf and major sporting events. In addition, the majority of our superstores offer components, clubmaking tools, supplies and on-site custom clubfitting and technical support.

     We plan to modify selected larger superstores into a smaller, more productive layout that we believe will lower our operating costs and capital requirements and increase our profitability while providing customers with a superior shopping environment. Based on our experience, we expect to spend between $0.3 million and $0.5 million to retrofit each selected additional superstore.

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     We opened six stores during fiscal 2003 and eight stores during fiscal 2004. All fourteen of these new stores opened were built in this mold of the smaller store layout.

     We intend to selectively expand our existing store base in existing as well as new markets that fit our selection criteria. We plan to open eight to twelve superstores during fiscal 2005, one of which opened in March 2005. Based on our experience, we expect to spend approximately $1.5 million to open each additional superstore, which includes pre-opening expenses, capital expenditures and inventory costs. The criteria for the selection of new superstore locations include:

  •   demographic characteristics with a high number of avid golfers and above average annual household incomes;
 
  •   visibility from and access to highways or other major roadways;
 
  •   the ability to obtain favorable lease terms; and
 
  •   co-tenants that are likely to draw customers whom we would otherwise target within the site’s relevant market.

     After we have identified a potential site, we assess the cost of the site and carefully examine the projected profitability and returns generated from opening the additional store.

     Our superstores accounted for approximately 56.7%, 62.9% and 69.0% of our net revenues for fiscal 2002, 2003 and 2004, respectively. The increase in the percentage of our net revenues derived from superstores correlates with our increased number of superstores from 26 superstores at December 29, 2001 to 46 superstores at January 1, 2005.

Direct-To-Consumer

     Through our direct-to-consumer distribution channels, we provide customers our offering of products, including equipment, apparel, accessories, and clubmaking components and tools. Our direct-to-consumer channels accounted for approximately 40.3%, 34.5% and 28.5% of our net revenues for fiscal 2002, 2003 and 2004, respectively. The decrease in the percentage of our net revenues derived from direct-to-consumer correlates with our increased number of superstores and the related growth in net revenues.

     Catalogs. Our principal publications are the Golfsmith Consumer Catalog and the Golfsmith Clubmaking Catalog. We have developed a proprietary customer database largely through our catalog and online website order processing and to a lesser extent through contests and point-of-sale data collection in our superstores. The names and associated sales information are merged periodically into our customer master file. This merge process provides a source of current information to help assess the effectiveness of the catalog and identifies new customers that can be added to our in-house mailing lists. We use statistical evaluation and selection techniques to determine which customer segments are likely to contribute the greatest revenue per mailing.

     Our two catalog titles are designed and produced by our in-house staff of writers, photographers and graphic artists. The monthly production and distribution schedule of our consumer catalog permits frequent changes in the product selection and price.

     Internet. We also sell our products through our e-commerce site, www.golfsmith.com, which features over 20,000 unique products. In addition, we have 24 registered domain names that link to www.golfsmith.com.

     Our Internet business complements our retail and catalog channels by building customer awareness of our brand and acting as an effective advertising vehicle for new product introductions, unique product offerings and our proprietary brands.

International

     We work with a group of international agents and distributors to offer golf club components and equipment to clubmakers and golfers in selected regions outside the United States. In the United Kingdom, we sell our proprietary branded equipment through a commissioned sales force directly to retailers. Throughout most of Europe and parts of Asia and other parts of the world, we sell our products through a network of agents and distributors. Approximately 2.5%, 2.3% and 2.2% of our net revenues in fiscal 2002, 2003 and 2004, respectively, were derived from sales made through our international distributors and our distribution center near London.

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Harvey Penick Academy

     In 1993, we partnered with Austin native and well-known golf instructor, the late Harvey Penick, to form the Harvey Penick Golf Academy. The academy has attracted over 18,000 students since its inception. We believe the academy helps contribute to sales at our adjacent Austin superstore. The academy accounted for approximately 0.5%, 0.3% and 0.3% of our net revenues in fiscal 2002, 2003 and 2004, respectively.

Marketing

     We have a multi-faceted marketing strategy that combines direct marketing, local advertising and supplier marketing.

     On the local level, we run newspaper ads to promote superstores and store events. Additional marketing activity occurs during key shopping periods, such as Father’s Day and Christmas, and in connection with specific sales and promotional events. We participate in cooperative advertising arrangements with our vendors. Along with “vendor buy-ins” to sponsor events, these arrangements have reduced our advertising costs. Also, on the national level, we run printed advertisements in national magazines. We have an agreement with The Golf Digest Companies that establishes us as a national golf retail advertiser in Golf Digest publications. Historically, we have run national ads on the Golf Channel and local television ads in select markets to complement our direct marketing campaign. To contain costs and increase effectiveness, we have expanded the use of e-mail for direct marketing.

     The catalogs that we distribute annually are also an important marketing tool. The Golfsmith Clubmaking Catalog is distributed to many of our clubmaking catalog customers and reinforces our place in the component market. In addition, we believe the magazine expands recognition of the Golfsmith® brand and encourages additional sales through the publicity of new product and promotional offerings.

Infrastructure

     Our order fulfillment infrastructure includes:

  •   a 100,000 square foot, direct-to-consumer shipping facility and associated warehouse in Austin, Texas which can handle over one million packages annually;
 
  •   a 140,000 square foot distribution center in Austin, Texas with available capacity to handle all store inventory and order fulfillment requirements; and
 
  •   management information systems that fully integrate all aspects of our business and enable us to quickly obtain key operating data.

     We also have two smaller distribution facilities in Toronto, Canada and near London, England from which we service our Canadian and European customers.

Management Information Systems

     Our management information systems provide us with a network and applications that are scalable and easy to use, maintain, and modify. These systems provide us with the infrastructure necessary to support continued growth. This infrastructure integrates all major aspects of our business, improves our back-office capabilities, enhances management reporting and analysis capabilities through rapid access to data, lowers operating costs and improves and expands our direct marketing capabilities.

     The in-store, point-of-sale system tracks all sales by category, style and item and allows us to routinely compare current performance with historical and planned performance. The information gathered by this system supports automatic replenishment of inventory and is integrated into product buying decisions.

     The majority of our hardware resides at our corporate headquarters. We have implemented redundant servers and communication lines to limit downtime in the event of power outages or other potential problems. System administrators and network managers monitor and operate our network operations and transactions-processing systems to ensure the continued uninterrupted operation of our website and transaction-processing systems.

Seasonality

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     Based on our experience, we believe that retailers in the golf industry experience a high degree of seasonality in their businesses during the warm weather golf season and the Christmas holiday gift-giving season. As a consequence, retailers, including us, incur higher expenses related to building inventory in order to meet the higher demand during these seasons. In keeping with this trend, our sales leading up to and during the warm weather golf season and the Christmas holiday gift-giving season have historically contributed a higher percentage of our annual net revenues and annual net operating income than other periods in our fiscal year. During fiscal 2004, the fiscal months of March through September and December, which together comprise 36 weeks of our 52-week fiscal year, contributed over three-quarters of our annual net revenues and substantially all of our annual operating income.

Employees

     As of January 1, 2005, we employed 1,297 people. We believe we have strong relationships with our employees. None of our work force is unionized.

Competition

     Our competitors currently include other specialty retailers, mass merchandise retailers, conventional sporting goods retailers, on-course pro shops and online retailers of golf equipment. These businesses compete with us in one or more product categories. In addition, traditional and specialty golf retailers are expanding more aggressively in marketing brand-name golf equipment, thereby competing directly with us for products, customers and locations. Some of these potential competitors have been in business longer than us or have greater financial or marketing resources than we do and may be able to devote greater resources to sourcing, promoting and selling their products. Several of our key vendors have begun to operate retail stores or websites that sell directly to consumers and may compete with us and reduce our sales. In the specialty off-course segment, our primary competitors include retail chains such as Edwin Watts, Golf Galaxy, The Golfers Warehouse (TGW) and Dick’s Sporting Goods. Other competitors include on-course pro shops, direct marketers and sporting goods retailers. We compete on the basis of brand image, technology, quality and performance of our products, method of distribution, price, style and intellectual property protection.

Environmental Matters

     We are subject to various foreign, federal, state and local environmental protection, chemical control and health and safety laws and regulations, and we incur costs to comply with those laws. We own and lease real property, and some environmental laws hold current or previous owners or operators of businesses and real property liable for contamination on or originating from that property, even if they did not know of and were not responsible for the contamination. The presence of hazardous substances on any of our properties or the failure to meet environmental regulatory requirements may have a material adverse affect on our ability to use or to sell the property or to use the property as collateral for borrowing and may cause us to incur substantial remediation or compliance costs. If hazardous substances are released from or located on any of our properties, we could incur substantial liabilities through a private party personal injury or property damage claim or a claim by a governmental entity for other damages. The liability may be imposed on us under environmental laws or common law principles. In addition, some of the products we sell contain regulated substances, such as solvents and lead. Environmental laws may impose liability on any person who disposes of hazardous substances, regardless of whether the disposal site is owned or operated by such person.

     Although we do not currently anticipate that the costs of complying with environmental laws or otherwise satisfying any current liabilities under environmental laws will materially adversely affect us, we cannot assure you that we will not incur material costs or liabilities in the future, due to the discovery of new facts or conditions, acquisition of new properties, the occurrence of releases of hazardous substances, the filing of new claims, changes in operations, a change in existing environmental laws, adoption of new environmental laws or new interpretations of existing environmental laws.

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Additional Factors That May Affect Future Results

Our success depends on the continued popularity of golf and the growth of the market for golf-related products. If golf declines in popularity, our sales could materially decline.

     We generate substantially all of our net revenues from the sale of golf-related equipment and accessories. The demand for our golf products is directly related to the popularity of golf, the number of golf participants and the number of rounds of golf being played by these participants. If golf participation decreases, sales of our products would be adversely affected. In addition, the popularity of golf organizations, such as the Professional Golfers Association, also affects the sales of our golf equipment and golf-related apparel. We depend on the exposure of our brands to increase brand recognition and reinforce the quality of our products. Any significant reduction in television coverage of PGA or other golf tournaments, or any other significant decreases in either attendance at golf tournaments or viewership of golf tournaments, will reduce the visibility of our brand and could adversely affect our sales.

     In addition, we do not believe there has been any material increase in golf participation or the number of golf rounds played since 1999. The number of rounds played in the U.S. dropped to 495 million in 2003 from 518 million in 2000, perhaps reflecting the general decline in the U.S. economy. We believe that the golf industry did not experience growth in 2004. Golf Datatech has reported that the number of golf rounds played in the United States declined 0.1% during 2004 as compared to 2003. We cannot assure you that the overall dollar volume of the worldwide market for golf-related products will grow, or that it will not decline, in the future.

We may not be able to borrow additional funds, if needed, to expand our business or compete effectively and, as a result, our net revenues and profitability may be materially adversely affected.

     The indenture governing our senior secured notes and our senior credit facility limit almost completely our ability to borrow additional funds. We believe that the terms of the liens securing our senior credit facility and our senior secured notes effectively preclude us from borrowing additional funds, other than under our senior credit facility. As a result, to the extent that we do not have borrowing availability under our senior credit facility we will have to fund our operations, including new store openings and capital expenditures as well as any future acquisitions, with cash flow from operations. If we do not generate sufficient cash flow from our operations to fund these expenditures, we may not be able to compete effectively and our sales and profitability would likely be materially adversely affected.

A reduction in discretionary consumer spending could reduce sales of our products.

     Our products are recreational in nature and are therefore discretionary purchases for consumers. Consumers are generally more willing to make discretionary purchases of golf products during favorable economic conditions. Discretionary spending is affected by many factors, including, among others, general business conditions, interest rates, the availability of consumer credit, taxation, and consumer confidence in future economic conditions. Our customers’ purchases of discretionary items, including our products, could decline during periods when disposable income is lower, or periods of actual or perceived unfavorable economic conditions. Any significant decline in these general economic conditions or uncertainties regarding future economic prospects that adversely affect discretionary consumer spending could lead to reduced sales of our products. In addition, our sales could be adversely affected by a downturn in the economic conditions in the markets in which our superstores operate.

Our sales and profits may be adversely affected if we or our suppliers fail to successfully develop and introduce new products.

     Our future success will depend, in part, upon our and our suppliers’ continued ability to develop and introduce innovative products in the golf equipment market. The success of new products depends in part upon the various subjective preferences of golfers, including a golf club’s look and “feel,” and the level of acceptance that a golf club has among professional and recreational golfers. The subjective preferences of golf club purchasers are difficult to predict and may be subject to rapid and unanticipated changes. If we or our suppliers fail to successfully develop and introduce innovative products on a timely basis, then our sales and profits may suffer.

     In addition, if we or our suppliers introduce new golf clubs too rapidly, it could result in close-outs of existing inventories. Close-outs can result in reduced margins on the sale of older products, as well as reduced sales of new products given the availability of older products at lower prices. These reduced margins and sales may adversely affect our results of operations.

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Our sales and profitability may be adversely affected if new competitors enter the golf products industry.

     Increased competition in our markets due to the entry of new competitors, including companies which currently supply us with products that we sell, could reduce our net revenues. Our competitors currently include other specialty retailers, mass merchandise retailers, conventional sporting goods retailers, on-course pro shops, and online retailers of golf equipment. These businesses compete with us in one or more product categories. In addition, traditional and specialty golf retailers are expanding more aggressively in marketing brand-name golf equipment, thereby competing directly with us for products, customers and locations. Some of these potential competitors have been in business longer than we have and/or have greater financial or marketing resources than we do and may be able to devote greater resources to sourcing, promoting and selling their products. As a result of this competition, we may experience lower sales or greater operating costs, such as marketing costs, which would have an adverse effect on our profitability.

New superstores that we may open may divert our limited capital resources away from other areas of our business and may not be profitable which could adversely affect the profitability of our company as a whole.

     Our strategy involves opening additional superstores in new and existing markets. During the fiscal year ended January 1, 2005, we opened eight new stores, incurring $0.7 million in pre-opening expenses and $5.0 million in capital expenditures. We plan to open eight to twelve additional stores during fiscal 2005, one of which has been opened as of April 1, 2005. Based on our experience, we expect to spend $1.5 million to open each additional superstore, which includes pre-opening expenses, capital expenditures and inventory costs. This amount is an estimate and actual store opening costs may vary. We intend to fund new store openings through cash flow from operations. Our senior credit facility and the indenture governing our senior secured notes significantly restrict our ability to incur indebtedness and to make capital expenditures. We may not have or be able to obtain sufficient funds to fund our planned expansion.

     Our ability to open new stores on a timely and profitable basis is subject to various contingencies, some of which are beyond our control. These contingencies include our ability to locate suitable store sites, negotiate acceptable lease terms, build-out or refurbish sites on a timely and cost-effective basis, hire, train and retain skilled managers and personnel, obtain adequate capital resources and successfully integrate new stores into existing operations. We can not assure you that our new stores will be a profitable deployment of our limited capital resources. If any of our new stores are not profitable, then the profitability of our company as a whole may be adversely affected.

Our expansion in new and existing markets, if unsuccessful, could cause our operating income to decrease.

     Our expansion in new and existing markets may present competitive, distribution, and merchandising challenges that differ from our current challenges, including competition among our stores clustered in a single market, diminished novelty of our store design and concept, added strain on our distribution center and management information systems and diversion of management attention from existing operations. To the extent that we are not able to meet these new challenges, our operating income could decrease.

If we do not accurately predict our sales during our peak seasons and they are lower than we expect, our profitability may be materially adversely affected.

     Our business is seasonal. Our sales leading up to and during the warm weather golf season and the Christmas holiday gift-giving season have historically contributed a higher percentage of our annual net revenues and annual net operating income than other periods in our fiscal year. During fiscal 2004, the fiscal months of March through September and December, which together comprise 36 weeks of our 52-week fiscal year, contributed over three-quarters of our annual net revenues and substantially all of our annual operating income. We make decisions regarding merchandise well in advance of the season in which it will be sold. We incur significant additional expenses leading up to and during these periods in anticipation of higher sales in these periods, including acquiring additional inventory, preparing and mailing our catalogs, advertising, creating in-store promotions and hiring additional employees. If our sales during our peak seasons are lower than we expect for any reason, we may not be able to adjust our expenses in a timely fashion. As a result, our profitability may be materially adversely affected.

If the products we sell do not satisfy the standards of the United States Golf Association and the Royal and Ancient Golf Club of St. Andrews in the future, our net revenues attributable to those products and our profitability may be reduced.

     We and our suppliers generally seek to satisfy the standards established by the United States Golf Association and the Royal and Ancient Golf Club of St. Andrews in the design of golf clubs because these standards are generally followed by golfers within their respective geographic areas. We believe that all of the products we sell conform to these standards, except where expressly marketed

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as non-conforming. However, we cannot assure you that our products will satisfy these standards in the future or that the standards of these organizations will not be changed in a way that makes our products non-conforming. If our products that are intended to conform are determined to be non-conforming, our net revenues attributable to those products and, as a result, our profitability may be reduced.

We lease most of our superstore locations. If we are unable to maintain those leases or locate alternative sites for our superstores on terms that are acceptable us, our net revenues and profitability could be reduced.

     We lease 45 of our 46 current superstores. We cannot assure you that we will be able to maintain our existing store locations as leases expire, or that we will be able to locate alternative sites on favorable terms. If we cannot maintain our existing store locations or locate alternative sites on favorable or acceptable terms, our net revenues and profitability could be reduced.

Our comparable store sales may fluctuate, which could negatively impact our future operating performance.

     Our comparable store sales are affected by a variety of factors, including, among others:

  •   customer demand in different geographic regions;
 
  •   our ability to efficiently source and distribute products;
 
  •   changes in our product mix;
 
  •   promotional events;
 
  •   effects of competition;
 
  •   our ability to effectively execute our business strategy; and
 
  •   general economic conditions.

     Our comparable store sales have fluctuated significantly in the past and we believe that such fluctuations may continue. Our historic results are not necessarily indicative of our future results, and we cannot assure you that our comparable store sales will not decrease again in the future. Any reduction in or failure to increase our comparable store sales could negatively impact our future operating performance.

If we fail to accurately target the appropriate segment of the consumer catalog market or if we fail to achieve adequate response rates to our catalogs, our results of operations may suffer.

     Our results of operations depend in part on the success of our direct-to-consumer distribution channels, which consist of our catalog and Internet operations. Our direct-to-consumer distribution channels accounted for approximately 40.3%, 34.5% and 28.5% of our net revenues for fiscal 2002, 2003 and 2004, respectively. Within our direct-to-consumer distribution channels, the success of our catalog operations also contributes to the success of our Internet operations, as many of our customers who receive catalogs choose to purchase products through our website. We believe that the success of our catalog and Internet operations depends on our ability to:

  •   achieve adequate response rates to our mailings;
 
  •   continue to offer a merchandise mix that is attractive to our mail order customers;
 
  •   cost-effectively add new customers;
 
  •   cost-effectively design and produce appealing catalogs; and
 
  •   timely deliver products ordered through our catalogs to our customers.

     We have historically experienced fluctuations in the response rates to our catalog mailings. If we fail to achieve adequate response rates, we could experience lower sales, significant markdowns or write-offs of inventory and lower margins, which would adversely affect our results of operations, perhaps materially.

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If we are unable to meet our labor needs, our performance will suffer.

     Many of our employees are in entry-level or part-time positions that historically have high rates of turnover. We may be unable to meet our labor needs and control our costs due to external factors such as unemployment levels, minimum wage legislation, and wage inflation. If we cannot attract and retain quality employees, our performance will suffer and we may not be able to successfully execute our strategy to open new superstores.

If we lose the services of our chief executive officer, we may not be able to manage our operations and implement our growth strategy effectively.

     Our future success depends, in large part, on the continued service of James Thompson, our president and chief executive officer, who possesses significant expertise and knowledge of our business and markets. We do not maintain key person insurance on any of our officers or managers. We have entered into an employment agreement with Mr. Thompson which expires, subject to automatic one-year extensions, in October 2005. Any loss or interruption of the services of Mr. Thompson prior to or upon expiration of his employment agreement could significantly reduce our ability to effectively manage our operations and implement our growth strategy because we cannot assure you that we would be able to find an appropriate replacement should the need arise.

We are controlled by one stockholder, which may give rise to a conflict of interest.

     Atlantic Equity Partners III, L.P. owns approximately 73.6% of our common stock on a fully diluted basis, including outstanding stock options. All of our stockholders are parties to a stockholders agreement that contains voting arrangements that give Atlantic Equity Partners III voting control over the election of all but one of our directors. As a result, Atlantic Equity Partners III controls us and effectively has the power to approve any action requiring the approval of the holders of our stock, including adopting certain amendments to our certificate of incorporation and approving mergers or sales of all of our assets. In addition, as a result of Atlantic Equity Partners III’s ownership interest, conflicts of interest could arise with respect to transactions involving business dealings between us and Atlantic Equity Partners III or First Atlantic Capital Ltd., which operates Atlantic Equity Partners III, potential acquisitions of businesses or properties, the issuance of additional securities, the payment of dividends by us and other matters.

If we are unable to enforce our intellectual property rights, or if we are accused of infringing on a third party’s intellectual property rights, our net revenues and profits may decline.

     We currently hold a substantial number of registrations, trademarks and servicemarks. The exclusive right to use these registrations, trademarks and servicemarks has helped establish our market share. Our registrations are valid as long as they are properly maintained and the registered marks have not become generic or abandoned or the registrations obtained fraudulently. Our trademarks and servicemarks are generally valid as long as they are properly in use in commerce. The loss or reduction of any of our significant proprietary rights could hurt our ability to distinguish our products from competitors’ products and retain our market share. In addition, our proprietary products generate higher margins than products we sell that are produced by other manufacturers. If we are unable to effectively protect our proprietary rights and less of our sales come from our proprietary products, our net revenues and profits may decline.

     Additionally, third parties may assert claims against us alleging infringement, misappropriation or other violations of patent, trademark or other proprietary rights, whether or not such claims have merit. Such claims can be time consuming and expensive to defend and could require us to cease using and selling the allegedly infringing products, which may have a significant impact on our net revenues and cause us to incur significant litigation costs and expenses.

Self-insured benefits plan claims could materially impact our results of operations.

     We administer self-insured, voluntary employee benefits plans that provide, among other benefits, health care benefits to participating employees. The plans are designed to provide specified levels of coverage up to $75,000 per covered employee, with excess insurance coverage provided by a commercial insurer. Costs of health care have risen significantly in recent years, and we expect this trend to continue. Our expenses and, consequently, our results of operations, could be materially impacted by claims and other expenses related to such plans.

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We rely on our management information systems for inventory management, distribution and other functions. If our information systems fail to adequately perform these functions or if we experience an interruption in their operation, our business and results of operations could be adversely affected.

     The efficient operation of our business is dependent on our management information systems. We rely on our management information systems to effectively manage order entry, order fulfillment, point-of-sale, and inventory replenishment processes. We experienced implementation problems with our current management information system in 2000, when slowdowns in or lack of availability to the system resulted in decreased sales, increased overhead costs, excess inventory and product shortages. The failure of our management information systems to perform as we anticipate, as experienced when we implemented our current system in 2000, could disrupt our business and could result in decreased sales, increased overhead costs, excess inventory and product shortages, causing our business and results of operations to suffer.

     In addition, our management information systems are vulnerable to damage or interruption from:

  •   earthquake, fire, flood and other natural disasters; and
 
  •   power loss, computer systems failure, Internet and telecommunications or data network failure.

     Any such interruption could have a material adverse effect on our business.

Our profitability would be adversely affected if the operation of our Austin call center or distribution center were interrupted or shut down.

     We operate a centralized call center and distribution center in Austin, Texas. We receive most of our catalog orders and receive and ship a substantial portion of our merchandise at our Austin facility. Any natural disaster or other serious disruption to this facility due to fire, tornado or any other cause would substantially disrupt our sales and would damage a portion of our inventory, impairing our ability to adequately stock our stores. In addition, we could incur significantly higher costs and longer lead times associated with fulfilling our direct-to-consumer orders and distributing our products to our stores during the time it takes for us to reopen or replace our Austin facility. As a result, a disruption at our Austin facility would adversely affect our profitability.

If our suppliers fail to deliver products on a timely basis and in sufficient quantities, such failure could have a material adverse effect on our operations.

     We depend on a limited number of suppliers for our clubheads and shafts. In addition, some of our products require specifically developed manufacturing techniques and processes which make it difficult to identify and utilize alternative suppliers quickly. Any significant production delay or inability of current suppliers to timely deliver products including clubheads and shafts in sufficient quantities, or the transition to other suppliers, could have a material adverse effect on our results of operations. We do not have any long-term supply contracts with these suppliers.

     We import substantially all of our proprietary products from Asia under short-term purchase orders, and a significant amount of the products we buy from vendors to resell through our distribution channels is shipped to us from Asia. If a disruption occurs in the operations of ports through which our products are imported, we may begin to ship some of our products from Asia by air freight, and many of our suppliers may also begin to ship their products by air freight. Shipping by air freight is more expensive than shipping by boat, and if we cannot pass these increased shipping costs on to our customers, our profitability will be reduced. A disruption at ports through which our products are imported would have a material adverse effect on our results of operations.

We may be subject to product warranty claims or product recalls which could harm our business, results of operations, and reputation.

     We may be subject to risks associated with our products, including product liability. Our existing or future products may contain design or materials defects, which could subject us to product liability claims and product recalls. Although we maintain limited product liability insurance, if any successful product liability claim or product recall is not covered by or exceeds our insurance coverage, our business, results of operations and financial condition would be harmed. In addition, product recalls could adversely affect our reputation in the marketplace. In May 2002, we learned that some of our private label products sold in the prior two years were not manufactured in accordance with their design specifications. Upon discovery of this discrepancy, we offered our customers refunds, replacements or gift certificates. As a result, in fiscal 2002 we recognized $0.3 million in product return and replacement

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expenses. In fiscal 2003 and 2004, we did not recognize any material product-return and replacement expenses.

An increase in the costs of mailing, paper, and printing our catalogs would decrease our net income.

     Postal rate increases and paper and printing costs affect the cost of our catalog mailings. We rely on discounts from the basic postal rate structure such as discounts for bulk mailings and sorting by zip code and carrier routes for our catalogs. We are not a party to any long-term contracts for the supply of paper. Our cost of paper has fluctuated significantly during the past three fiscal years, and our future paper costs are subject to supply and demand forces external to our business. A material increase in postal rates or printing or paper costs for our catalogs could materially decrease our net income.

A disruption in the service of our primary delivery service for our direct-to-consumer sales may decrease our profitability.

     During fiscal 2002, 2003 and 2004, we generated approximately 40.3%, 34.5% and 28.5% of our net revenues, respectively, through our direct-to-consumer sales. We use United Parcel Service, or UPS, for substantially all of our ground shipments of products sold through our catalogs and Internet site to our customers in the United States. Any significant interruption in UPS’s services would impede our ability to deliver our products through our direct-to-consumer channels, which could cause us to lose sales and/or customers. In the event of an interruption in UPS’s services, we may not be able to engage alternative carriers to deliver our products in a timely manner on equally favorable terms. If we incur higher shipping costs, we may be unable to pass these costs on to our customers, which could decrease our profitability.

Current and future tax regulations may adversely affect our direct-to-consumer business and negatively impact our results of operations.

     Our direct-to-consumer business may be adversely affected by state sales and use taxes as well as the regulation of Internet commerce. We currently must collect taxes for approximately half of our catalog and Internet sales. An unfavorable change in state sales and use taxes could adversely affect our business and results of operations. In addition, future regulation of the Internet, including the imposition of taxes on Internet commerce, could affect the development of our Internet business and negatively affect our ability to increase our net revenues.

If we do not anticipate and respond to the changing preferences of our customers, our revenues could significantly decline and we could be required to take significant markdowns in inventory.

     Our success depends, in large part, on our ability to identify and anticipate the changing preferences of our customers and stock our stores with a wide selection of quality merchandise that appeals to their preferences. Our customers’ preferences for merchandise and particular brands vary from location to location, and may vary significantly over time. We cannot guarantee that we will accurately identify or anticipate the changing preferences of our customers or stock our stores with merchandise that appeals to them. If we do not accurately identify and anticipate our customers’ preferences, we may lose sales or we may overstock merchandise, which may require us to take significant markdowns on our inventory. In either case, our revenues could significantly decline and our business and financial results may suffer.

We may incur material costs or liabilities under environmental laws, which may materially adversely affect our results of operations.

     We are subject to various foreign, federal, state, and local environmental protection, chemical control, and health and safety laws and regulations. We own and lease real property, and some environmental laws hold current or previous owners or operators of businesses and real property liable for contamination on or originating from that property, even if they did not know of and were not responsible for the contamination. The presence of hazardous substances on any of our properties or the failure to meet environmental regulatory requirements may materially adversely affect our ability to use or to sell the property or to use the property as collateral for borrowing, and may cause us to incur substantial remediation or compliance costs. If hazardous substances are released from or located on any of our properties, we could incur substantial liabilities through a private party personal injury or property damage claim or a claim by a governmental entity for other damages.

     In addition, some of the products we sell contain hazardous or regulated substances, such as solvents and lead. Environmental laws may impose liability on any person who disposes of hazardous substances, regardless of whether the disposal site is owned or operated by such person.

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     If we incur material costs or liabilities in the future under environmental laws for any reason, our results of operations may be materially adversely affected.

Our sales could decline if we are unable to process increased traffic or our website or to prevent unauthorized security breaches.

     A key element of our strategy is to generate a high volume of traffic on, and use of, our website. Accordingly, the satisfactory performance, reliability and availability of our website, transaction processing systems and network infrastructure are critical to our reputation and our ability to attract and retain customers, as well as maintain adequate customer service levels. Our Internet revenues will depend on the number of visitors who shop on our website and the volume of orders we can fill on a timely basis. Problems with our website or order fulfillment performance would reduce the volume of goods sold and the attractiveness of our merchandise and could also adversely affect consumer perception of our brand name. We may experience periodic system interruptions from time to time. If there is a substantial increase in the volume of traffic on our website or the number of orders placed by customers, we may be required to expand and upgrade further our technology, transaction processing systems and network infrastructure. There can be no assurance that we will be able to accurately project the rate or timing of increases, if any, in the use of our website, or that we will be able to expand and upgrade our systems and infrastructure to accommodate such increases on a timely basis.

     The success of our website depends on the secure transmission of confidential information over public networks. We rely on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to effect secure transmission of confidential information, such as customer credit card numbers. In addition, we maintain an extensive confidential database of customer profiles and transaction information. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography, or other events or developments will not result in a compromise or breach of the algorithms we use to protect customer transaction and personal data contained in our customer database. If any such compromise of our security were to occur, it could have a material adverse effect on our reputation, business, operating results and financial condition. A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. We may be required to expend significant capital and other resources to protect against such security breaches or to alleviate problems caused by such breaches.

We may pursue strategic acquisitions, which could have an adverse impact on our business.

     We completed our acquisition of Don Sherwood Golf Shop in July 2003 and we intend to continue to evaluate opportunities to acquire complementary companies or businesses in the future. The Don Sherwood Golf Shop acquisition and other acquisitions that we may make in the future entail a number of risks that could materially and adversely affect our business and operating results, including:

  •   problems integrating operations that have different personnel, corporate culture, financial systems, distribution, operations and general store operating procedures;
 
  •   the diversion of capital and our management’s time and attention from existing business operations;
 
  •   risks associated with entering markets in which we lack prior experience; and
 
  •   the need for financial resources above our planned investment levels.

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Item 2. Properties

     At January 1, 2005, we operated 46 stores in 13 states. One store in operation at January 1, 2005 was closed in February 2005 due to the expiration of the lease term. We intend to open a new store during fiscal 2005 in order to serve a customer base comparable to that of the closed store. We plan to open eight to twelve additional stores during fiscal 2005, one of which opened in March 2005. We own our 41-acre Austin, Texas campus, which is home to our general offices, distribution center, contact center, clubmaker training facility and Harvey Penick Golf Academy. The Austin campus also includes a golf testing and practice area. With the exception of the Austin superstore at our corporate headquarters, we lease all of our superstores. All leased premises are held under long-term leases with differing provisions and expiration dates. Leases provide for monthly rentals, typically computed on the basis of a fixed amount. Most leases contain provisions permitting us to renew for one or more specified terms. Details of our non-superstore properties and facilities are as follows:

                         
    Size       Year   Owned
Location   (sq. ft.)   Facility Type   Opened   Leased
Austin, Texas
    60,000     Office     1992     Owned
Austin, Texas
    50,000     Warehouse     1994     Owned
Austin, Texas
    140,000     Distribution Center     1999     Owned
Austin, Texas
    50,000     Shipping Facility     1994     Owned
Austin, Texas
  17 Acres   Driving Range and Training Facility     1992     Owned
Toronto, Canada
    3,906     Direct-to-Consumer Order Fulfillment Facility     2001     Leased
St. Ives, Cambridgeshire, England
    15,900     Office, Warehouse and Shipping Facility     2001     Leased

     The following table shows the number of our stores by state as of April 1, 2005:

                     
    Number       Number
Location   of Stores   Location   of Stores
Arizona
    3     Michigan     3  
California
    13     Minnesota     1  
Colorado
    3     New Jersey     2  
Connecticut
    1     New York     2  
Florida
    1     Ohio     1  
Georgia
    3     Texas     9  
Illinois
    4              

Item 3. Legal Proceedings

     We are a party to a number of claims and lawsuits incidental to our business. We believe that the ultimate outcome of such matters, in the aggregate, will not have a material adverse impact on our financial position, liquidity or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

     None.

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PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     As of April 1, 2005, there were four holders of record of our common stock and 24 holders of record of our restricted common stock units, which entitle the holder thereof to shares of our common stock. Neither our common stock nor our restricted common stock units has an established public trading market.

     Since the merger transaction on October 15, 2002 between us and Golfsmith, no dividends have been declared. We do not anticipate paying cash dividends on our common stock in the foreseeable future. We expect to retain all available earnings generated by our operations for the development and growth of our business. Any future determination as to the payment of dividends will be made at the discretion of our board of directors and will depend upon the general business conditions and such other factors as the board of directors deems relevant. The agreements governing our debt include provisions that restrict in most instances the payment of cash dividends on our common stock.

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Item 6. Selected Consolidated Financial Data

     The following selected consolidated financial data as of and for fiscal 2000, 2001 and for the period from December 30, 2001 through October 15, 2002 have been derived from the audited consolidated financial statements of Golfsmith International, Inc., and for the period from October 16, 2002 through December 28, 2002 and as of and for fiscal 2003 and 2004 have been derived from the audited consolidated financial statements of Golfsmith International Holdings, Inc., all periods of which have been audited by Ernst & Young LLP. Golfsmith International Holdings, Inc. was formed on September 4, 2002 and became the parent company of Golfsmith International, Inc. on October 15, 2002 as a result of the merger. Golfsmith International Holdings, Inc. is a holding company and had no material assets or operations prior to acquiring all of the capital stock of Golfsmith International, Inc. in the merger. As a result of applying the required purchase accounting rules, the financial statements of Golfsmith International Holdings, Inc. are significantly affected. The application of purchase accounting rules results in different accounting bases and hence different financial information for the periods beginning on October 16, 2002. We refer to Golfsmith International Holdings, Inc. and all of its subsidiaries, including Golfsmith International, Inc. following the acquisition on October 15, 2002, as the successor for purposes of the presentation of financial information below. We refer to Golfsmith International, Inc. prior to being acquired by Golfsmith International Holdings, Inc. as the predecessor for purposes of the presentation of financial information below. References to any “fiscal” year of our company refer to the fiscal year of us or our predecessor ended or ending on the Saturday closest to December 31 of such year.

     You should read the information set forth below in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 and the audited consolidated financial statements and related notes included in Item 8, “Consolidated Financial Statements and Supplementary Data”.

                                                   
    Predecessor       Successor  
                    Period from       Period from              
                    December 30,       October 16,              
                    2001 through       2002 through              
    Fiscal Year     Fiscal Year     October 15,       December 28,     Fiscal Year     Fiscal Year  
    2000     2001     2002       2002     2003     2004  
    (in thousands)  
Results of Operations:
                                                 
Net revenues
  $ 232,080     $ 221,439     $ 180,315       $ 37,831     $ 257,745     $ 296,202  
Cost of products sold
    153,630       143,118       117,206         25,147       171,083       195,014  
 
                                     
Gross profit
    78,450       78,321       63,109         12,684       86,662       101,188  
Selling, general and administrative
    76,352       64,081       48,308         13,581       73,400       90,763  
Store pre-opening/closing expenses
    1,592             122         93       600       743  
Amortization of deferred compensation(1)
          458       6,033                      
 
                                     
Total operating expenses
    77,944       64,539       54,463         13,674       74,000       91,506  
 
                                     
Operating income
    506       13,782       8,646         (990 )     12,662       9,682  
Interest expense
    (6,905 )     (6,825 )     (5,206 )       (2,210 )     (11,157 )     (11,241 )
Interest income
    82       597       331         7       40       64  
Other income, net
    449       1,031       2,365         14       164       1,162  
Minority interest
    454       (581 )     (844 )                    
Loss on debt extinguishment(1)
                (8,047 )                    
 
                                     
Income (loss) from continuing operations before income taxes
    (5,414 )     8,004       (2,755 )       (3,179 )     1,709       (333 )
Income tax benefit (expense)
    190       (251 )     (709 )       633       (645 )     (4,423 )
 
                                     
Income (loss) from continued operations
    (5,224 )     7,753       (3,464 )       (2,546 )     1,064       (4,756 )
Income (loss) from discontinued operations
    (380 )     (590 )     (230 )       (40 )            
Income (loss) before extraordinary items
    (5,604 )     7,163       (3,694 )       (2,586 )     1,064       (4,756 )
Extraordinary items(1)
                2,022                      
 
                                     
Net income (loss)
  $ (5,604 )   $ 7,163     $ (1,672 )     $ (2,586 )   $ 1,064     $ (4,756 )
 
                                     
Other Financial Data:
                                                 
Depreciation and amortization(2)
  $ 9,118     $ 6,717     $ 4,808       $ 1,349     $ 5,228     $ 5,639  
Capital expenditures(3)
    2,107       1,345       2,086         1,127       5,759       8,567  
Balance Sheet Data (at period end):
                                                 
Cash and cash equivalents
  $ 11,149     $ 39,550     $ 3,788       $ 11,412     $ 2,928     $ 14,787  
Total assets
    106,902       111,500       151,035         160,011       179,327       193,141  
Long-term debt
    37,145       33,720       75,000         75,380       77,488       79,808  
Total stockholders’ equity
    24,921       32,519       56,011         53,473       58,976       54,313  


(1)   For the period from December 31, 2001 through October 15, 2002, please refer to note 5 and note 14 in our consolidated financial statements in Item 8, “Consolidated Financial Statements and Supplementary Data” for a discussion of the extraordinary items, loss on debt extinguishment and amortization of deferred compensation.

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(2)   Excludes the amortization of the debt discount and deferred charges associated with Golfsmith’s 12% senior subordinated notes which were outstanding prior to the merger, the deferred charges associated with Golfsmith’s credit facility in effect prior to the merger, the amortization of the debt discount and deferred charges associated with our 8.375% senior secured notes and deferred charges associated with our senior credit facility in effect subsequent to the merger.
 
(3)   Capital expenditures consist of total capital expenditures, including capital costs associated with opening new stores.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

     We became the parent company of Golfsmith International, Inc., or Golfsmith, on October 15, 2002 as a result of a purchase business combination, which we refer to as the merger. We have no assets or liabilities other than our investment in our wholly owned subsidiary Golfsmith and did not have assets or operations prior to our acquisition of Golfsmith. The following discussion and analysis of historical financial condition and results of operations is therefore based on the financial condition and results of operations of Golfsmith with respect to periods prior to the merger. The discussion for periods following the merger is based on our financial condition and results of operations.

     We sell brand name golf equipment from the industry’s leading manufacturers including Callaway®, FootJoy®, Ping®, Nike®, Taylor Made® and Titleist® as well as our own proprietary brands, Golfsmith®, Lynx®, Snake Eyes®, Killer Bee®, Zevo®, GearForGolfTM and GiftsForGolfTM. We sell through multiple distribution channels consisting of:

  •   46 golf superstores;
 
  •   regular mailings of our clubmakers’ catalogs, which offer golf club components, and our consumer catalogs, which offer golf accessories, clothing and equipment; and
 
  •   golfsmith.com, our online e-commerce website.

     We also operate a clubmaker training program and are the exclusive operator of the Harvey Penick Golf Academy, an instructional school incorporating the techniques of the well-known golf instructor, the late Harvey Penick.

Industry Trends

     Sales of our products are affected by increases and declines within the golf industry as a whole. According to national publications, the golf industry is a greater than $62 billion industry. We believe that increases and declines in the golf industry result from changes in the overall economy, the number of golf participants, the number of rounds of golf being played by these participants and the weather. According to a recent industry publication, golf had a base of over 27 million participants in the United States as of the end of calendar year 2003. Golf Datatech has reported that the number of golf rounds played in the United States declined 2.6% and 0.1% during 2003 and 2004, respectively, as compared in each case to the prior year. We believe that since 1998, the overall worldwide premium golf club market has experienced only limited growth in dollar volume from year to year and that from 1999 to 2004 there was no material increase in the number of rounds played. We cannot assure you that declines in the U.S. economy or a reduction in discretionary consumer spending will not impede growth in the worldwide market for golf-related products, including our products.

Superstores

     Our superstores range in size from 8,000 to 33,000 square feet and average approximately 18,000 square feet. Our superstores feature both a wide selection of golf equipment from major brand manufacturers and our own proprietary branded products. Our superstores accounted for approximately 56.7%, 62.9% and 69.0% of our net revenues in fiscal 2002, fiscal 2003 and fiscal 2004, respectively. The revenues that we generate from our superstores are driven primarily by the number of stores in operation and changes in comparable store sales. We had 26, 38 and 46 superstores in operation as of the end of fiscal 2002, fiscal 2003 and fiscal 2004, respectively. Comparable store sales increased 7.4% and 0.7% in fiscal 2003 compared to fiscal 2002 and in fiscal 2004 compared to fiscal 2003, respectively, as discussed below in “— Results of Operations.” We consider sales of a new store to be comparable commencing in the fourteenth month after the store was opened or acquired. We consider sales of a relocated store to be comparable if the relocated store is expected to serve a comparable customer base. We consider sales of superstores with modified layouts to be comparable. We consider sales of stores that are closed to be comparable in the period leading up to closure if they have met the qualifications of a comparable store and do not meet the qualifications to be classified as discontinued operations under Statement of Financial Accounting Standards (SFAS) No. 144.

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     We intend to selectively expand our existing store base in existing as well as new markets that fit our selection criteria. In fiscal 2003, we opened six stores and acquired six stores with our acquisition of Don Sherwood Golf Shop in fiscal 2003. We opened eight stores in fiscal 2004 and as of January 1, 2005, we operated 46 stores in 13 states. In fiscal 2003 and fiscal 2004, all fourteen of the new stores we opened were built in the modified, smaller layout. We plan to open eight to twelve superstores during fiscal 2005, one of which opened in March 2005. Based on our experience, we expect to spend approximately $1.5 million to open each additional superstore, which includes pre-opening expenses, capital expenditures and inventory costs. One store in operation at January 1, 2005 was closed in February 2005 due to the expiration of the lease term. We intend to open a new store during fiscal 2005 in order to serve a customer base comparable to that of the closed store. We also plan to continue modifying selected larger superstores into a smaller, more productive layout that we believe will lower our operating costs and capital requirements while providing customers with a superior shopping environment. Based on our experience, we expect to spend between $0.3 million and $0.5 million to retrofit selected superstores to the smaller store layout.

Specialty Services

     Over the past few years we have implemented a number of initiatives to improve our competitive position and financial performance, including closing under-performing stores, updating and remodeling existing stores, narrowing product assortments and upgrading our technology and infrastructure. While some of these initiatives have reduced sales, we believe that these actions have contributed to improved cash flow, earnings and asset management. We continue to implement new initiatives surrounding product offerings such as our “Playability Guarantee” program designed to insure complete customer satisfaction with our customers’ purchase of golf clubs; our “Club Vantage” program that provides the customer with separately-priced repair service on any club purchase; the Golfsmith credit card which offers flexible payment options on any purchase; the availability of in-store custom club fitting through an arrangement with Hot Stix Technologies; and the availability of in-store golf lessons through a relationship with GolfTEC Learning Centers. We believe our continued market expansion combined with these new initiatives have contributed to increased market presence and brand recognition, as evidenced by the increase in our net revenues in fiscal 2004 compared to fiscal 2003 and in fiscal 2003 compared to fiscal 2002. You should read the discussion of our revenue growth below in “— Results of Operations.”

Products

     The majority of our sales are comprised of golf equipment from leading manufacturers, including Callaway®, Cobra®, FootJoy®, Nike®, Ping®, Taylor Made® and Titleist®. We also sell proprietary brand equipment, component and apparel products under the Golfsmith®, Lynx®, Snake Eyes®, Black Cat®, Killer Bee®, Predator®, Tigress®, Zevo®, GearForGolfTM and GiftsForGolfTM product lines. These private label equipment lines are included in all of our sales distribution channels and generate higher gross profit margins than products we sell that are produced by other manufacturers. Sales of our proprietary brands constituted approximately 21.9%, 17.5% and 18.0% of our net revenues in fiscal 2002, fiscal 2003 and fiscal 2004, respectively.

     We recognize revenue for retail sales at the time the customer takes possession of the merchandise and purchases are paid for, primarily with either cash or credit card. Catalog and e-commerce sales are recorded upon shipment of merchandise. Revenue from the Harvey Penick Golf Academy instructional school is recognized at the time the services are performed. Revenues from the sale of gift certificates are recorded upon the redemption of the gift certificate for the purchase of tangible products at the time the customer takes possession of the merchandise.

     Our business is seasonal. Our sales leading up to and during the warm weather golf season and the Christmas holiday gift-giving season have historically contributed a higher percentage of our annual net revenues and annual net operating income than other periods in our fiscal year. During fiscal 2004, the fiscal months of March through September and December, which together comprised 36 weeks of our 52-week fiscal year, contributed over three-quarters of our annual net revenues and substantially all of our annual operating income. You should read the information set forth under “Additional Factors That May Affect Future Results” in Item 1, “Business”, for a discussion of the effects and risks of the seasonality of our business.

     We capitalize inbound freight and vendor discounts into inventory upon receipt of inventory. These costs are then subsequently included in cost of goods sold upon the sale of that inventory. Because some retailers exclude these costs from cost of goods sold, and instead include them in a line item like selling and administrative expenses, our gross margins may not be comparable to those of these other retailers.

     Our fiscal year ends on the Saturday closest to December 31 and generally consists of 52 weeks, though occasionally our fiscal years will consist of 53 weeks. This occurred in fiscal 2003. References to fiscal 2002 refer to the combined financial results of our predecessor from December 30, 2001 through October 15, 2002 and of us from October 16, 2002 through December 28, 2002. The

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presentation of combined fiscal 2002 financial results is not in accordance with generally accepted accounting principles and is presented only for comparison purposes. Fiscal 2004 and fiscal 2002 each consisted of 52 weeks. Each quarter of each fiscal year generally consists of 13 weeks.

Impact of Merger

     On October 15, 2002, BGA Acquisition Corp., our wholly owned subsidiary, merged with and into Golfsmith. We accounted for the merger under the purchase method of accounting for business combinations. In accordance with the purchase method of accounting, in connection with the merger, we allocated the excess purchase price over the fair value of our net assets between a write-up of certain of our assets, which reflect an adjustment to the fair values of these assets, and goodwill. The assets that have had their fair values adjusted include inventory, property and equipment, and certain intangible assets.

     As a result of applying the required purchase accounting rules, our financial statements are significantly affected. The application of purchase accounting rules results in different accounting bases and hence financial information for the periods beginning on October 16, 2002. The term “successor” refers to Golfsmith International Holdings, Inc. and all of its subsidiaries, including Golfsmith International, Inc. following the acquisition on October 15, 2002. The term “predecessor” refers to Golfsmith International, Inc. prior to being acquired by Golfsmith International Holdings, Inc.

     Immediately prior to the merger, we repaid in full Golfsmith’s 12% senior subordinated notes for $34.4 million and terminated Golfsmith’s then existing revolving credit facility. Deferred debt financing costs of $1.6 million were written-off in connection with the termination of these agreements. Golfsmith sold 8.375% senior secured notes due 2009 with an aggregate principal amount at maturity of $93.75 million for gross proceeds of $75.0 million in a private placement offering to finance part of the cash portion of the merger consideration, and entered into a new senior credit facility to fund our future working capital requirements and for general corporate purposes as described below in “— Liquidity and Capital Resources — Credit Facility.”

     As a result of the merger and the offering of the notes, we currently have total debt in amounts substantially greater than our historical levels. This amount of debt and associated debt service costs will lower our net income and cash provided by operating activities and will limit our ability to obtain additional debt financing, fund capital expenditures or operating requirements, open new or retrofit existing stores, and make acquisitions.

     Historically, we operated as a Subchapter S corporation under the Internal Revenue Code. Consequently, we were not generally subject to federal income taxes because our stockholders included our income in their personal income tax returns. Simultaneously with the completion of the merger, we converted from a Subchapter S corporation to a Subchapter C corporation and consequently became subject to federal income taxes from that date. This conversion will lower our future net income and cash provided by operating activities.

     In connection with the merger, all stock options held by our employees vested and were either canceled in exchange for the right to receive cash or surrendered in exchange for stock units. As a result, we incurred a non-cash compensation charge of $4.6 million which was equal to the difference between the market value of its common stock and the exercise price of these options at that vesting date. Total non-cash compensation expense for fiscal 2002, fiscal 2003 and fiscal 2004 was $6.0 million, $0 and $0, respectively. As all options were either canceled in exchange for the right to receive cash or surrendered in exchange for stock units concurrent with the merger, there is no future amortization expense associated with these pre-merger options. For further information about our stock-based compensation, see Note 1 and Note 14 to our audited consolidated financial statements included in Item 8, “Consolidated Financial Statements and Supplementary Data.”

Business Combinations — Don Sherwood Golf Shop

     On July 24, 2003, we acquired all of the issued and outstanding shares of Don Sherwood Golf Shop, which we refer to as Sherwood, for a total purchase price of $9.2 million, including related acquisition costs of $0.4 million. We acquired all six Sherwood retail stores as part of the acquisition. The operations of Sherwood stores are included in our statements of operations and cash flows as of July 25, 2003 and do not result in any new segments for us.

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     In conjunction with the acquisition of Sherwood, we issued 1,433,333 shares of our common stock to existing stockholders, including our majority stockholder, for consideration of $4.3 million. The proceeds from the issuance of common stock were used to fund a portion of the purchase price of the acquisition of Sherwood. The issuance of these additional shares increased our majority stockholder’s 79.7% controlling interest to an 80.9% controlling interest, including issued restricted common stock units, which entitle the holders to shares of our common stock, and excluding outstanding stock options. As of January 1, 2005, our majority shareholder held a majority interest of 73.6% of our common stock on a fully diluted basis, including outstanding stock options.

     The total purchase consideration has been allocated to the assets acquired and liabilities assumed, including property and equipment, inventory and identifiable intangible assets, based on their respective fair values at the date of acquisition. This allocation resulted in goodwill of $6.3 million. Goodwill is assigned at the reporting unit level and is not deductible for income tax purposes.

     Contingent consideration of $1.3 million was placed in an escrow account by us to secure certain indemnification obligations of the selling shareholder. Pursuant to the terms and conditions of the escrow agreement, these funds were released from the escrow account and disbursed to the selling shareholder on June 17, 2004.

Critical Accounting Policies and Estimates

     Management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. The estimates and assumptions are evaluated on an ongoing basis and are based on historical experience and other various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

     We believe the following critical accounting policies, as have been discussed with our audit committee, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Inventory Valuation

     Inventory value is presented as a current asset on our balance sheet and is a component of cost of products sold in our statement of operations. It therefore has a significant impact on the amount of net income reported in any period. Merchandise inventories are carried at the lower of cost or market. Cost is the sum of expenditures, both direct and indirect, incurred to bring inventory to its existing condition and location. Cost is determined using the weighted-average method. We estimate a reserve for damaged, obsolete, excess and slow-moving inventory and for inventory shrinkage due to anticipated book-to-physical adjustments. We periodically review these reserves by comparing them to on-hand quantities, historical and projected rates of sale, changes in selling price and inventory cycle counts. Based on our historical results, using various methods of disposition, we estimate the price at which we expect to sell this inventory to determine the potential loss if those items are later sold below cost. The carrying value for inventories that are not expected to be sold at or above costs are then written down. A significant adjustment in these estimates or in actual sales may have a material adverse impact on our net income. Shrink reserves are booked on a monthly basis at 0.4% to 1.0% of net revenues depending on the distribution channel (direct-to-consumer channel or retail channel) in which the sales occur. Inventory shrink expense recorded in the statements of operations in fiscal 2003 and fiscal 2004 was 0.66% and 0.75% of net revenues, respectively. Inventory shrink expense recorded is a result of physical inventory counts made during these respective periods and reserve amounts recorded for periods outside of the physical inventory count dates. These reserve amounts are based on management’s estimates of shrink expense using historical experience.

Long-lived Assets, Including Goodwill and Identifiable Intangible Assets

     We account for the impairment or disposal of long-lived assets in accordance with SFAS No. 144, Accounting for the Impairment of Long-Lived Assets, which requires long-lived assets, such as property and equipment, to be evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. An impairment loss is recognized when estimated future undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value. In fiscal 2004, a $0.5 million non-cash loss on the write-off of property and equipment is included in selling, general and administrative expenses. The loss was due to one store relocation and two anticipated retail store relocations, which resulted in certain assets having little or no future economic value. We recorded a loss from discontinued operations of $0.2 million during the period from December 30, 2001 through October 15, 2002 and $0.1 million during the period from October 16, 2002 through December 28, 2002 related to the disposal of assets. For further information about our loss

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from discontinued operations, see Note 6 to our audited consolidated financial statements in Item 8, “Consolidated Financial Statements and Supplementary Data.”

     Goodwill represents the excess purchase price over the fair value of net assets acquired, or net liabilities assumed, in a business combination. Beginning in 2002, we adopted SFAS No. 142, Goodwill and Other Intangible Assets. In accordance with SFAS No. 142, we assess the carrying value of our goodwill and other intangible assets with indefinite lives for indications of impairment annually, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill or intangible asset may be impaired.

     The goodwill impairment test is a two-step process. The first step of the impairment analysis compares the fair value of the company or reporting unit to the net book value of the company or reporting unit. We allocate goodwill to one enterprise-level reporting unit for impairment testing. In determining fair value, we utilize a blended approach and calculate fair value based on discounted cash flow analysis and revenue and earnings multiples based on industry comparables. Step two of the analysis compares the implied fair value of goodwill to its carrying amount. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal to that excess. We perform our annual test for goodwill impairment on the first day of the fourth fiscal quarter of each year.

     We test for possible impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset is not recoverable based on management’s projections of estimated future discounted cash flows and other valuation methodologies. Factors that are considered by management in performing this assessment include, but are not limited to, our performance relative to our projected or historical results, our intended use of the assets and our strategy for our overall business, as well as industry and economic trends. In the event that the book value of intangibles is determined to be impaired, such impairments are measured using a combination of a discounted cash flow valuation, with a discount rate determined to be commensurate with the risk inherent in our current business model, and other valuation methodologies. To the extent these future projections or our strategies change, our estimates regarding impairment may differ from our current estimates.

     Based on our analyses, no impairment of long-lived assets, including goodwill and identifiable intangible assets, was recorded in fiscal 2002, fiscal 2003 or fiscal 2004.

Product Return Reserves

     We reserve for product returns based on estimates of future sales returns related to our current period sales. We analyze historical returns, current economic trends, current returns policies and changes in customer acceptance of our products when evaluating the adequacy of the reserve for sales returns. Any significant increase in merchandise returns that exceeds our estimates could adversely affect our operating results. In addition, we may be subject to risks associated with defective products, including product liability. Our current and future products may contain defects, which could subject us to higher defective product returns, product liability claims and product recalls. Because our allowances are based on historical return rates, we cannot assure you that the introduction of new merchandise in our stores or catalogs, the opening of new stores, the introduction of new catalogs, increased sales over the Internet, changes in the merchandise mix or other factors will not cause actual returns to exceed return allowances. We book reserves on a monthly basis at 1.8% to 10.8% of net revenues depending on the distribution channel in which the sales occur. We routinely compare actual experience to current reserves and make any necessary adjustments.

Store Closure Costs

     When we decide to close a store and meet the applicable accounting guidance criteria, we recognize an expense related to the future net lease obligation and other expenses directly related to the discontinuance of operations in accordance with SFAS No. 146, Accounting For Costs Associated With Exit or Disposal Activities. These charges require us to make judgments about exit costs to be incurred for employee severance, lease terminations, inventory to be disposed of, and other liabilities. The ability to obtain agreements with lessors, to terminate leases or to assign leases to third parties can materially affect the accuracy of these estimates.

     We closed two stores in fiscal 2000, one store in fiscal 2001 and two stores in fiscal 2002. These stores were selected for closure by evaluating the historical and projected financial performance of all of our stores in accordance with our store strategy. In each case, the stores that have been closed were our only store in that market, had a sub-lessor or assignee available to take over use and payments of the leased property and were substantially larger in size than our current store prototype, which we put into service in fiscal 2002. We did not close any stores in fiscal 2003 or in fiscal 2004.

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     One store in operation at January 1, 2005 was closed in February 2005 due to the expiration of a lease term. In fiscal 2005, we intend to open a new store which will serve a customer base comparable to that of the closed store. We do not currently have any plans to close any additional stores, although we regularly evaluate our stores and the necessity to record expenses under SFAS No. 146.

Operating Leases

     We lease stores under operating leases. Store lease agreements often include rent holidays, rent escalation clauses and contingent rent provisions for percentage of sales in excess of specified levels. Most of our lease agreements include renewal periods at our option. We recognize rent holiday periods and scheduled rent increases on a straight-line basis over the lease term beginning with the date we take possession of the leased space. We record tenant improvement allowances and rent holidays as deferred rent liabilities on our consolidated balance sheets and amortize the deferred rent over the term of the lease to rent expense on our consolidated statements of operations. We record rent liabilities on the consolidated balance sheets for contingent percentage of sales lease provisions when we determine that it is probable that the specified levels will be reached during the fiscal year. We record direct costs incurred to effect a lease in other long-term assets and amortize these costs on a straight-line basis over the lease term beginning with the date we take possession of the leased space.

Deferred Tax Assets

     A deferred income tax asset or liability is established for the expected future consequences resulting from temporary differences in the financial reporting and tax bases of assets and liabilities. As of January 1, 2005, we recorded a full valuation allowance against accumulated deferred tax assets of $4.3 million due to uncertainties regarding the realization of deferred tax assets primarily based on our cumulative loss position over the past three years. If we begin to generate taxable income in a future period or if the facts and circumstances on which our estimates and assumptions are based were to change, thereby impacting the likelihood of realizing the deferred tax assets, judgment would have to be applied in determining the amount of valuation allowance no longer required. Reversal of all or a part of this valuation allowance could have a significant positive impact on operating results in the period that it becomes more likely than not that certain of our deferred tax assets will be realized.

Recently Issued Accounting Pronouncements

     During fiscal year 2004, we adopted EITF 03-10, Application of Issue 02-16 by Resellers to Sales Incentives Offered to Consumers by Manufacturers, which amends EITF 02-16. According to the amended guidance, if certain criteria are met, consideration received by a reseller in the form of reimbursement from a vendor for honoring the vendor’s sales incentives offered directly to consumers (e.g., manufacturers’ coupons) should not be recorded as a reduction of the cost of the reseller’s purchases from the vendor. The adoption of EITF 03-10 did not impact our financial condition, results of operations or cash flows.

     In December 2004, the FASB issued SFAS No. 123 (Revised), Share-Based Payment, (SFAS No. 123 (R)), which replaces SFAS No. 123 and supercedes Accounting Principles Board (APB) No. 25, Accounting for Stock Issued to Employees. Under the new standard, companies will no longer be able to account for share-based compensation transactions using the intrinsic method in accordance with APB No. 25. Instead, companies will be required to account for such transactions using a fair-value method and recognize the expense in the consolidated statement of income. SFAS 123(R) is effective as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. SFAS 123(R) applies to all awards granted after the required effective date, but does not apply to awards granted in periods before the required effective date, except if prior awards are modified, repurchased or cancelled after the effective date. We will adopt SFAS No. 123(R) on January 1, 2006. The impact of the adoption of SFAS 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, valuation of employee stock options under SFAS 123(R) is similar to SFAS 123, with minor exceptions. For information about what our reported results of operations would have been had we adopted SFAS 123, see the discussion under the heading “Stock Based Compensation” in Note 1 to our consolidated financial statements included in Item 8, “Consolidated Financial Statements and Supplementary Data.”

     In December 2004, the FASB issued SFAS 153, Exchanges of Nonmonetary Assets—an amendment of APB Opinion No. 29 (SFAS 153). The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in APB Opinion No. 29, however, included certain exceptions to that principle. SFAS 153 amends APB Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for nonmonetary asset exchanges in fiscal periods beginning after June 15, 2005. We do not believe that the adoption of SFAS 153 will have a material impact on our financial

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condition, results of operations or cash flows.

Results of Operations

Fiscal 2004 Compared to Fiscal 2003

     We had net revenues of $296.2 million, operating income of $9.7 million and a net loss of $4.8 million in fiscal 2004 compared to net revenues of $257.7 million, operating income of $12.7 million and net income of $1.1 million in fiscal 2003.

     The $38.5 million increase in net revenues from fiscal 2003 to fiscal 2004 was mostly comprised of a $1.0 million increase, or 0.7%, in comparable store revenues and a $41.5 million increase in non-comparable store revenues, offset by a $4.7 million decrease, or 5.2%, in direct-to-consumer channel revenues. Non-comparable store revenues during fiscal 2004 include revenues from eight additional stores in operation that were opened during fiscal 2004 and ten stores that became comparable during fiscal 2004 but which contributed $27.0 million in non-comparable store revenues during the period in fiscal 2004 before they became comparable. We believe the lack of significant growth in comparable store revenues in fiscal 2004 was influenced by the 0.1% decrease in the number of golf rounds played in the U.S. in calendar year 2004 compared to the corresponding period in 2003, as reported by Golf Datatech. The decrease in direct-to-consumer channel revenues was primarily due to a decrease in catalog circulation and increased competition. In addition, international revenues increased $0.7 million, or 12.8%, from fiscal 2003 to fiscal 2004.

     For fiscal 2004, gross profit was $101.2 million, or 34.2% of net revenues, compared to $86.7 million, or 33.7% of net revenues, for fiscal 2003. Increased net revenues for fiscal 2004 compared to fiscal 2003 led to higher gross profit for fiscal 2004. The increase in gross margin percentage was the result of the realization of economies of scale due to our continued retail store growth, which has allowed us to purchase products in higher volumes with more favorable pricing.

     Selling, general and administrative expenses increased $17.4 million to $90.8 million for fiscal 2004 from $73.4 million for fiscal 2003. Increased selling, general and administrative expenses for fiscal 2004 compared to fiscal 2003 resulted from an increase in expenses of $13.0 million related to 20 additional retail stores in operation and an increase of $4.4 million for corporate and international expenses.

     During fiscal 2004, we incurred $0.7 million in pre-opening expenses related to the opening of eight new retail locations. During fiscal 2003 we incurred approximately $0.6 million in pre-opening expenses relating to the opening of six new retail locations.

     Interest expense consists of costs related to Golfsmith’s 8.375% senior secured notes and our senior credit facility with a financial institution. Interest expense was $11.2 million for both fiscal 2004 and fiscal 2003. For further discussion, see “—Liquidity and Capital Resources —Senior Secured Notes” and “—Liquidity and Capital Resources —Credit Facility” below.

     Other income, net of other expenses, increased $1.0 million to $1.2 million for fiscal 2004 from $0.2 million for fiscal 2003. This increase resulted primarily from the sale of rights to certain intellectual property in fiscal 2004 for gross proceeds of $2.1 million, resulting in a $1.1 million gain.

     We record income taxes, consisting of federal, state and foreign taxes, based on the effective rate expected for the fiscal year. In fiscal year 2004, we recorded income tax expense of $4.4 million on a pre-tax loss of $0.3 million. The primary reason for the income tax expense in fiscal 2004 was the recording of a valuation allowance equal to our net deferred tax assets of $4.3 million due to uncertainties regarding whether these assets will be realized in future periods in accordance with SFAS No. 109, Accounting for Income Taxes. In addition, non-U.S. taxes payable and state taxes represented $0.1 million in income tax expense in fiscal 2004. Income tax expense was $0.6 million, or 37.7%, of pre-tax net income for fiscal 2003.

Successor Fiscal 2003 Compared to Combined Fiscal 2002

     References to fiscal 2002 refer to the combined financial results of our predecessor from December 30, 2001 through October 15, 2002 and of Holdings from October 16, 2002 through December 28, 2002. The presentation of combined fiscal 2002 financial results is not in accordance with generally accepted accounting principles and is presented only for comparison purposes. In conjunction with the acquisition of Golfsmith, Golfsmith, being the surviving wholly owned subsidiary of Holdings, issued the 8.375% senior secured notes at a 20% discount off of face value for gross proceeds of $75.0 million.

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     We had net revenues of $257.7 million, operating income of $12.7 million and net income of $1.1 million in fiscal 2003 compared to net revenues of $218.1 million, operating income of $7.7 million and a net loss of $4.3 million in fiscal 2002.

     The $39.6 million increase in net revenues from fiscal 2002 to fiscal 2003 was mostly comprised of a $9.1 million increase, or 7.4%, in comparable store revenues and a $29.4 million increase in non-comparable store revenues from twelve additional retail stores in operation in fiscal 2003, including six stores acquired in the acquisition of Sherwood. Direct-to-consumer channel revenues increased $0.9 million, or 1.0%, from fiscal 2002 to fiscal 2003. International revenues increased $0.2 million, or 4.0%, from fiscal 2002 to fiscal 2003.

     For fiscal 2003, gross profit was $86.7 million, or 33.7% of net revenues, compared to $75.8 million, or 34.8% of net revenues, for fiscal 2002. Increased net revenues in fiscal 2003 compared to fiscal 2002 led to higher gross profits for fiscal 2003. The decline in gross profit percentage resulted principally from higher sales in lower margin merchandise categories such as equipment. In addition, shipping costs increased and shipping income did not materially change from fiscal 2002 to fiscal 2003 as a result of multiple sales promotions during fiscal 2003 which were designed to drive revenues, resulting in a $0.9 million decrease in gross profit. We also incurred approximately $0.7 million of non-recurring costs included in cost of goods sold resulting from the fair value adjustment made to inventory as part of the merger transaction in October 2002.

     Selling, general and administrative expenses increased $11.5 million to $73.4 million for fiscal 2003 from $61.9 million for fiscal 2002. We had twelve additional retail stores in operation during fiscal 2003 compared to fiscal 2002, including six stores acquired in the acquisition of Don Sherwood Golf Shop on July 24, 2003, resulting in an increase in selling, general and administrative expenses of $7.3 million. In fiscal 2003, we also incurred increased costs relating to and resulting from the merger transaction on October 15, 2002, including a $0.6 million increase in depreciation and amortization resulting from the fair value adjustments made as part of the merger transaction. Additionally, in fiscal 2003 we incurred increased expenses of $0.9 million related to professional fees associated with our filings with the Securities and Exchange Commission and other company initiatives, $0.5 million related to management fees paid to our majority stockholder, $2.2 million related to salaries and benefits, $1.5 million related to occupancy costs such as rent and utilities, and $0.3 million related to advertising expenses. These increases were offset by a $1.8 million decrease in depreciation expense in fiscal 2003 compared to fiscal 2002.

     During fiscal 2003, we incurred approximately $0.6 million in pre-opening expenses related to the opening of six new retail locations in fiscal 2003. During fiscal 2002, we closed two stores and opened three stores. The two closed stores accounted for $2.0 million in net revenues and $0.3 million in operating losses in fiscal 2002. Store closure expenses were $0.3 million in fiscal 2002. Store closure expenses for stores closed in 2002 are reflected in discontinued operations in accordance with SFAS No. 144, Impairment of Long-Lived Assets. We incurred approximately $0.2 million in store pre-opening expenses in fiscal 2002.

     Amortization of deferred compensation was approximately $6.0 million for fiscal 2002. Deferred compensation is related to the accounting for stock options under variable plan accounting guidance. These non-cash charges did not exist in fiscal 2003 due to all remaining outstanding options becoming vested and being either canceled in exchange for the right to receive cash or surrendered in exchange for stock units on the merger date of October 15, 2002. See “— Impact of Merger” above for further discussion.

     For fiscal 2002, interest expense consisted of costs related to Golfsmith’s 12% senior subordinated notes, a mortgage note and a bank line of credit. Immediately prior to the merger in October 2002, we repaid the senior subordinated notes and other pre-existing debt and a new line of credit was put in place. Interest expense was $11.2 million and $7.4 million in fiscal 2003 and 2002, respectively. Interest expense increased as debt balances during fiscal 2003 were almost three times higher than during most of fiscal 2002. Approximately $0.9 million of amortization of debt issuance costs resulting from the new senior secured notes and senior credit facility during fiscal 2003 as compared to approximately $0.6 million of amortization of debt issuance costs related to the senior subordinated notes and prior credit facility during fiscal 2002 also contributed to the increase in interest expense. For further discussion, see “— Liquidity and Capital Resources — Senior Secured Notes” and “— Liquidity and Capital Resources — Credit Facility” below. Interest income was approximately $40,000 and $0.3 million in fiscal 2003 and 2002, respectively. The decrease in interest income was the result of overall lower cash and cash equivalent balances combined with lower interest rates.

     Other income, net of other expenses was approximately $0.2 million for fiscal 2003, compared to other income, net of other expenses of $2.4 million for fiscal 2002. In March 2002, the rights to certain intellectual property were sold for gross proceeds of $3.3 million, resulting in a $2.2 million gain which accounts for most of the difference.

     On October 15, 2002, immediately prior to the merger, Golfsmith repaid in full its 12% senior subordinated notes. We recorded a loss of $8.0 million on the extinguishment of this debt, as reported in continuing operations.

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     We recognized a loss of $0.3 million in fiscal 2002 from discontinued operations related to the operations and final closing costs associated with closing two retail locations during fiscal 2002 due to poor operating performance and the lack of market penetration being derived from these single-store markets. Store closure costs include writedowns of remaining leasehold improvements and store equipment to estimated fair values and lease termination costs. We recorded a loss on the disposal of these assets in fiscal 2002 of $0.3 million, which is reported in discontinued operations under the accounting guidance of SFAS No. 144, Impairment of Long-Lived Assets. All related assets and liabilities for this location have been eliminated from each of the consolidated balance sheets included in this Annual Report on Form 10-K. We did not close or determine any stores to be discontinued during fiscal 2003.

     Minority interest expense during fiscal 2002 of $0.8 million relates to an obligation that was associated with partnership interests issued in 1998. Immediately prior to the merger, we repurchased this minority interest obligation. The minority interest obligation had a carrying value of $13.1 million and was repurchased for $9.0 million, resulting in a $2.1 million write-down of long term assets associated with the minority interest and the recording of $2.0 million in negative goodwill during the fourth quarter of fiscal 2002.

     Historically, we elected to be treated as a Subchapter S Corporation under the Internal Revenue Code. Consequently, we were not generally subject to federal income taxes because our stockholders included our income in their personal income tax returns. Concurrently with the completion of the merger, we converted from a Subchapter S corporation to a Subchapter C corporation and consequently became subject to federal income taxes from that date. For fiscal 2003, our income tax expense was $0.6 million, which consisted of federal, state and foreign taxes for a consolidated 38% tax rate, compared to income tax expense of $0.1 million for fiscal 2002 which related to our European and Canadian operations as well as certain state income taxes.

Liquidity and Capital Resources

Cash Flows

     As of January 1, 2005, we had $14.8 million in cash and cash equivalents, working capital of $20.3 million and outstanding debt obligations of $79.8 million. We had $12.0 million in borrowing availability under our credit facility as of January 1, 2005 after giving effect to required reserves of $500,000.

Operating Activities

     Net cash provided by operating activities was $19.7 million for fiscal 2004, compared to net cash provided by operating activities of $1.1 million for fiscal 2003. The increase in net cash provided by operating activities of $18.6 million was primarily due to cash provided by operations of $10.4 million related to an increase in accounts payable, primarily due to more favorably negotiated vendor terms. In addition, we increased store count and net revenues but did not experience a relative increase in inventory levels due to a company-wide effort to improve the quality of inventory and reduce total inventory at retail locations and our central warehouse. These changes in inventory levels in fiscal 2004 compared to fiscal 2003 provided net cash of $11.2 million. In addition, the increase in net cash provided by operating activities from fiscal 2003 to fiscal 2004 was partially offset by a decrease in net income of $5.9 million, from net income of $1.1 million in fiscal 2003 to a net loss of $4.8 million in fiscal 2004, net of non-cash adjustments (depreciation, amortization, loss on write-off of property and equipment and gain on sale of assets) of $8.2 million and $8.3 million for fiscal 2003 and 2004, respectively. The change in net deferred tax assets resulting from a valuation allowance increased cash provided by operating activities by $4.2 million. Changes in other working capital accounts reduced cash provided by operating activities by $1.3 million.

     Net cash provided by operating activities was $1.1 million for fiscal 2003, compared to $20.2 million in net cash provided by operating activities for fiscal 2002. This decrease in net cash provided by operations during fiscal 2003 as compared to fiscal 2002 is primarily attributable to additional cash of $13.4 million used to fund working capital requirements during fiscal 2003 as compared to fiscal 2002 as we utilized cash to grow and expand operations. Additional cash of approximately $16.5 million was used during fiscal 2003 as compared to fiscal 2002 to fund normal inventory requirements. These requirements were primarily the result of having twelve additional retail stores in operation subsequent to fiscal 2002 combined with an increased effort to be better stocked in all retail stores during fiscal 2003. The cash used to fund inventory requirements was offset by an increase of $3.1 million in cash generated from working capital accounts during fiscal 2003 as compared to fiscal 2002. In addition, in fiscal 2002 we recognized certain non-recurring non-cash expenses, net of gains, totaling $8.6 million that were additive to the fiscal 2002 net loss in determining fiscal 2002 net cash provided by operating activities. These combined decreases in net cash provided by operating activities in fiscal 2003

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compared to fiscal 2002 were offset by the fact that we generated net income of $1.1 million in fiscal 2003 compared to a net loss of $4.3 million in fiscal 2002.

Investing Activities

     Net cash used in investing activities was $6.5 million for fiscal 2004, compared to net cash used in investing activities of $15.3 million for fiscal 2003. The $6.5 million in net cash used in investing activities for fiscal 2004 resulted from $8.6 million in capital expenditures, offset by proceeds of $2.1 million from the sale of assets. We sold our trademarks for Lynx® in certain jurisdictions outside of the United States for gross proceeds of $2.1 million. For fiscal 2004, capital expenditures were comprised of $7.4 million for new and existing stores and $1.2 million for corporate projects. Net cash used in investing activities for fiscal 2003 of $15.3 million was the result of capital expenditures of $5.8 million, $0.9 million related to asset purchases, and $8.6 million related to our acquisition of Sherwood. In fiscal 2003, capital expenditures were comprised of $5.2 million for new and existing stores and $0.6 million for corporate projects. Net cash provided by investing activities for fiscal 2002 of $0.1 million was the result of proceeds from the sale of certain intellectual property of $3.3 million, which was partially offset by $3.2 million in capital expenditures. In fiscal 2002, capital expenditures were comprised of $2.7 million for new and existing stores and $0.5 million for corporate projects.

Financing Activities

     Net cash used in financing activities was $1.4 million for fiscal 2004, compared to net cash provided by financing activities of $5.6 million for fiscal 2003. Net cash used in financing activities for fiscal 2004 of $1.4 million was comprised primarily of payments on our senior credit facility of $1.4 million, net of proceeds from borrowings. Net cash provided by financing activities was $5.6 million for fiscal 2003, compared to net cash used in financing activities of $48.5 million for fiscal 2002. Net cash provided by financing activities for fiscal 2003 of $5.6 million was comprised of proceeds from our senior credit facility of $1.4 million, net of payments, $4.3 million in proceeds from the issuance of common stock primarily related to the purchase of Sherwood, offset by $0.1 million relating to payments of debt issuance costs and notes payable. Net cash used in financing activities in fiscal 2002 of $48.5 million was comprised of principal payments on long-term debt of $41.7 million, payments to satisfy debt and minority interest obligations of $10.6 million, distributions to stockholders of $35.9 million as a result of the merger in October 2002 discussed above and dividends paid to stockholders of $3.5 million. We received proceeds of $43.2 million from the issuance of common stock associated with the merger.

Senior Secured Notes

     On October 15, 2002, Golfsmith completed a private placement of $93.75 million aggregate principal amount at maturity of its 8.375% senior secured notes due 2009 for gross proceeds of $75.0 million. In July 2003, Golfsmith conducted an exchange offer in which Golfsmith offered to exchange new senior secured notes registered under the Securities Act of 1933 for all of its eligible existing senior secured notes. The terms of the new notes are substantially identical as those issued in the private placement, except the new notes are freely tradable. We fully and unconditionally guarantees the notes. As a result of the covenants in the indenture governing the notes, our ability to borrow under the credit facility described below is restricted to a maximum of $12.5 million, our capital expenditures are limited and the payment of dividends or repurchases of stock are limited. In September 2004, the indenture governing the notes was amended to (i) provide that Golfsmith and its subsidiaries are not required to obtain leasehold mortgages on leases which are acquired by Golfsmith through an acquisition or similar transaction or upon any renewal or replacement of a lease, (ii) revise the covenant limiting capital expenditures (as defined in the indenture) and the definition of capital expenditure basket (as defined in the indenture) to provide that Golfsmith’s capital expenditure limitations are calculated on a fiscal year, or annual, basis rather than a “rolling four quarters” basis and (iii) clarify that any new subsidiary of Golfsmith which becomes a restricted subsidiary under the indenture is subject only to the same security provisions of the indenture as those to which existing restricted subsidiaries are subject. In March 2005 the indenture was further amended by revising the definition of capital expenditure basket to increase by $5.0 million the limitation on capital expenditures that may be made by Golfsmith or the guarantors of the notes during any given fiscal year. The proceeds from the sale of the notes were used to pay part of the cash portion of the merger consideration and for fees and expenses of the offering and merger.

     Within 120 days after the end of each fiscal year, Golfsmith is required by the indenture governing the notes to offer to repurchase the maximum principal amount of notes that may be purchased with 50% of its excess cash flow from our previous fiscal year at a purchase price of 100% of the accreted value of the notes to be purchased. The indenture governing the notes defines excess cash flow as consolidated net income plus interest, amortization and depreciation expense, income taxes, and net non-cash charges, less certain capital expenditures, increases in working capital, cash interest expense and income taxes. As of the end of fiscal 2003 and fiscal 2004, we determined that we did not have any excess cash flow, as defined in the indenture, and were thus not required to offer to repurchase any of the notes.

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     As a result of the merger and the offering of the notes, we currently have total debt in amounts substantially greater than historical levels. This amount of debt and associated debt service costs could lower our net income and cash provided by operating activities and will limit our ability to obtain additional debt financing, fund capital expenditures or operating requirements, open new or retrofit existing stores, and make acquisitions.

Credit Facility

     Historically, our principal sources of liquidity consisted of cash from operations and financing sources. In fiscal 1998, Golfsmith issued in a private placement $30.0 million of 12% senior subordinated notes and partnership interests that could have been converted into warrants to purchase shares of our common stock under certain circumstances. We repaid in full the 12% senior subordinated notes in connection with the merger.

     Concurrently with the merger, we entered into a revolving senior credit facility with $9.5 million availability (after giving effect to required reserves of $500,000), subject to customary conditions, to fund our working capital requirements and for general corporate purposes. Three of our subsidiaries are borrowers under the senior credit facility and we, our other subsidiaries and Golfsmith fully and unconditionally guarantee the senior credit facility. The credit agreement is secured by a pledge of our inventory, receivables, and certain other assets. The credit agreement provides for same-day funding of the revolver, as well as letters of credit up to a maximum of $1 million. Borrowings under the credit facility may be made, at our option, as either an index rate loan or a LIBOR rate loan. Index rate loans bear interest at the higher of (1) the Wall Street Journal posted base rate on corporate loans or (2) the federal funds rate, in each case plus 1%. LIBOR rate loans bear interest at a rate based on LIBOR plus 2.5%. A fee of 2.5% per annum of the amount available under outstanding letters of credit is due and payable monthly. We are also required to pay a monthly commitment fee equal to 0.5% of the undrawn availability, as calculated under the agreement.

     The senior credit facility has a term of 4.5 years and available amounts under the facility are based on a borrowing base. The borrowing base is limited to 85% of the net amount of eligible receivables, as defined in the agreement, plus the lesser of (i) 65% of the value of eligible inventory and (ii) 60% of the net orderly liquidation value of eligible inventory, and minus $2.5 million, which is an availability block used to calculate the borrowing base.

     In February 2004, the senior credit facility was amended in order to increase the borrowing availability from $9.5 million to $12.0 million (after giving effect to required reserves of $500,000). In March 2005, several financial covenants in the senior credit facility were amended in order to (1) increase the limit on capital expenditures in each fiscal year to the greater of (a) one-third of our EBITDA (as defined in the senior credit facility) in the immediately preceding fiscal year and (b) the sum of: (i) $12.0 million, (ii) the amount, if any, of the excess cash flow offer (as described above under “— Liquidity and Capital Resources — Senior Secured Notes”) made and not accepted by the holders of the senior secured notes during the immediately preceding fiscal year, and (iii) any amounts, up to an aggregate of $1,000,000, previously permitted to be made as capital expenditures that have not previously been made as capital expenditures, (2) to delete covenants regarding minimum interest coverage ratios and minimum earnings levels for the fiscal period ending on or about September 30, 2004 and all fiscal periods thereafter, and (3) to amend the definition of borrowing base in the senior credit facility to include an availability block of $2.5 million, as used to calculate the borrowing base under the senior credit facility as noted above.

     Due to a higher retail store base than was in existence at the origination of the facility as well as accelerated growth plans, we believe the increased borrowing availability of $12.5 million (subject to required reserves of $500,000) and the modification of the capital expenditure limit better matches our currently projected cash needs. We do not believe that the addition of an availability block to the definition of our borrowing base will materially impact our borrowing availability in fiscal 2005. As of January 1, 2005, we did not have any borrowings outstanding under the credit agreement and were in compliance with the covenants contained in the senior credit facility.

     Borrowings under our senior credit facility typically increase as working capital increases in anticipation of the important selling periods in late spring and in advance of the Christmas holiday, and then decline following these periods. In the event sales results are less than anticipated and our working capital requirements remain constant, the amount available under the credit facility may not be adequate to satisfy our needs. If this occurs, we may not succeed in obtaining additional financing in sufficient amounts and on acceptable terms.

Capital Expenditures

     Subject to our ability to generate sufficient cash flow, in fiscal year 2005 we currently plan to spend $11 million to $13 million on corporate projects, to open additional stores and/or to retrofit existing stores. However, to the extent that we use capital for acquisitions, our store openings and retrofittings will be reduced.

Contractual Obligations

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     Our future contractual obligations related to long-term debt and noncancellable operating leases at January 1, 2005 are as follows:

                                         
    Payments Due by Period  
            Less than                    
Contractual Obligations   Total     1 Year     1-3 Years     4-5 Years     After 5 Years  
    (in thousands)  
Long-term debt(1)
  $ 93,750     $     $ 18,750     $ 75,000     $  
 
                                       
Operating leases
  $ 133,353     $ 14,652     $ 31,147     $ 27,686     $ 59,868  
 
                                       
Purchase obligations(2)
  $ 8,035     $ 7,221     $ 322     $ 492     $  
 
                             
 
                                       
Total
  $ 235,138     $ 21,873     $ 50,219     $ 103,178     $ 59,868  
 
                             


(1)   Long-term debt represents principal payments required to be made on the senior secured notes. In addition, Golfsmith is required to make semi-annual interest payments on the notes equal to 8.375% of the aggregate principal amount at maturity of notes then outstanding.
 
(2)   Purchase obligations consist of minimum royalty payments and services and goods we are committed to purchase in the ordinary course of business. Purchase obligations do not include contracts we can terminate without cause with little or no penalty to us.

     We expect that our principal uses of cash for the next several years will be interest payments on the notes and our senior credit facility, capital expenditures, primarily for new store openings and existing store retrofittings, possible acquisitions (to the extent permitted by the lenders under our senior credit facility and under the indenture governing the notes), working capital requirements and our contractually obligated operating lease payments. Based on our experience, we expect to spend approximately $1.5 million to open each additional superstore, which includes pre-opening expenses, capital expenditures and inventory costs, and between $0.3 million and $0.5 million to retrofit selected superstores to the smaller store layout. Additionally, Golfsmith is required to (1) offer to repurchase a portion of the senior secured notes at 100% of their accreted value within 120 days after the end of each fiscal year with 50% of our excess cash flow, as defined in the indenture governing the senior secured notes, and (2) under certain circumstances, purchase senior secured notes at 101% of their accreted value plus accrued and unpaid interest, if any, to the date of purchase. As of the end of fiscal 2003 and fiscal 2004, we determined that we did not have any excess cash flow, as defined in the indenture, and we were thus not required to offer to repurchase any of the notes. We believe that cash from operations combined with borrowing availability under our senior credit facility will be sufficient to meet our expected debt service requirements, planned capital expenditures and operating needs. However, we have limited ability to obtain additional debt financing to fund working capital needs and capital expenditures should cash from operations and from our senior credit facility be insufficient. As of January 1, 2005, we had $12.0 million of borrowing availability under the senior credit facility after giving effect to required reserves of $500,000. We believe that the financial support of our principal stockholder and the use of our senior credit facility offer us potential funding avenues to meet working capital requirements. Further, we believe discretionary cash outflows related to new store openings, store retrofittings, advertising and capital expenditures can be adjusted accordingly if needed to meet working capital requirements. If cash from operations is not sufficient, we cannot assure you that we will be able to obtain additional financing in sufficient amounts and on acceptable terms. You should read the information set forth under “Additional Factors That May Affect Future Results” in Item 1, “Business,” for a discussion of the risks affecting our operations.

Off-Balance Sheet Arrangements

     We do not have any off-balance sheet arrangements, as defined by the rules and regulations of the Securities and Exchange Commission.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

     We are exposed to market risks, which include changes in U.S. interest rates and, to a lesser extent, foreign exchange rates. We do not engage in financial transactions for trading or speculative purposes.

Interest Rate Risk

     The interest payable on our senior credit facility is based on variable interest rates and therefore affected by changes in market interest rates. As of January 1, 2005, if the maximum available under the credit facility of $12.5 million had been drawn and the variable interest rate applicable to our variable rate debt had increased by ten percentage points, our interest expense would have increased by $1.25 million on an annual basis, thereby materially affecting our results from operations and cash flows. Our interest rate risk objectives are to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we manage our exposure to fluctuations in market interest rate for a portion of our borrowings through the use of fixed rate debt instruments to the extent that reasonably favorable rates are obtainable with such arrangements. We may enter into derivative financial instruments such as interest rate swaps or caps and treasury options or locks to mitigate our interest rate risk on a related financial instrument or to effectively fix the interest rate on a portion of our variable rate debt. Currently, we are not a party to any derivative financial instruments. We do not enter into derivative or interest rate transactions for speculative purposes. We regularly review interest rate exposure on our outstanding borrowings in an effort to minimize the risk of interest rate fluctuations.

Foreign Currency Risks

     We purchase a significant amount of products from outside of the U.S. However, these purchases are primarily made in U.S. dollars and only a small percentage of our international purchase transactions are in currencies other than the U.S. dollar. Any currency risks related to these transactions are deemed to be immaterial to us as a whole.

     We operate a fulfillment center in Toronto, Canada and a sales, marketing and fulfillment center near London, England, which exposes us to market risk associated with foreign currency exchange rate fluctuations. At this time, we do not manage the risk through the use of derivative instruments. A 10% adverse change in foreign currency exchange rates would not have a significant impact on our results of operations or financial position.

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Item 8. Consolidated Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

         
    Page  
    34  
    35  
    37  
    38  
    39  
    41  

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Golfsmith International Holdings, Inc.

     We have audited the accompanying consolidated balance sheets of Golfsmith International Holdings, Inc. (Successor to Golfsmith International Inc.) as of January 1, 2005 and January 3, 2004 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended January 1, 2005 and January 3, 2004, the period from December 30, 2001 through October 15, 2002 (representing Golfsmith International Inc., or the “Predecessor”) and the period from October 16, 2002 through December 28, 2002 (representing Golfsmith International Holdings, Inc., or the “Successor”). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Golfsmith International Holdings, Inc. (“Successor”) at January 1, 2005 and January 3, 2004 and the consolidated results of their operations and their cash flows for the years ended January 1, 2005 and January 3, 2004, the period from December 30, 2001 through October 15, 2002 (“Predecessor”), and the period from October 16, 2002 through December 28, 2002 (“Successor”), in conformity with U.S. generally accepted accounting principles.

/s/ ERNST & YOUNG LLP

Austin, Texas
March 25, 2005

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GOLFSMITH INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS
                 
    January 1,     January 3,  
    2005     2004  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 14,786,748     $ 2,928,109  
Receivables, net of allowances of $161,838 at January 1, 2005 and $176,667 at January 3, 2004
    854,555       1,395,110  
Inventories, net of reserves of $1,385,650 at January 1, 2005 and $821,618 at January 3, 2004
    54,197,532       51,212,544  
Deferred tax assets
          1,437,922  
Prepaid and other current assets
    6,405,525       3,140,251  
 
           
Total current assets
    76,244,360       60,113,936  
 
               
Property and equipment:
               
Land and buildings
    21,133,430       21,040,387  
Equipment, furniture, fixtures and autos
    15,174,320       12,234,869  
Leasehold improvements and construction in progress
    15,247,612       10,907,168  
 
           
 
    51,555,362       44,182,424  
Less: accumulated depreciation and amortization
    (10,647,641 )     (6,100,047 )
 
           
Net property and equipment
    40,907,721       38,082,377  
 
               
Goodwill
    41,634,525       42,035,545  
Tradenames
    11,158,000       11,158,000  
Trademarks
    14,483,175       15,459,038  
Customer database, net of accumulated amortization of $849,801 at January 1, 2005 and $472,111 at January 3, 2004
    2,549,404       2,927,094  
Deferred tax assets
          2,724,174  
Debt issuance costs, net of accumulated amortization of $2,062,104 at January 1, 2005 and $1,087,499 at January 3, 2004
    5,795,611       6,770,216  
Other long-term assets
    368,285       56,333  
 
           
Total assets
  $ 193,141,081     $ 179,326,713  
 
           

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GOLFSMITH INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

                 
    January 1,     January 3,  
    2005     2004  
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 37,218,275     $ 23,604,647  
Accrued expenses and other current liabilities
    18,717,115       16,762,870  
Lines of credit
          1,417,039  
 
           
Total current liabilities
    55,935,390       41,784,556  
 
               
Long-term debt, less current maturities
    79,808,033       77,482,469  
Deferred rent liabilities
    3,084,367       1,083,511  
 
           
Total liabilities
    138,827,790       120,350,536  
 
               
Stockholders’ Equity:
               
Common stock –$.001 par value; 40,000,000 shares authorized; 21,594,597 shares issued and outstanding at January 1, 2005 and January 3, 2004
    21,594       21,594  
Restricted common stock units –$.001 par value; 755,935 shares issued and outstanding at January 1, 2005 and January 3, 2004
    756       756  
Additional capital
    60,288,607       60,288,607  
Other comprehensive income
    279,607       186,877  
Accumulated deficit
    (6,277,273 )     (1,521,657 )
 
           
Total stockholders’ equity
    54,313,291       58,976,177  
 
               
 
           
Total liabilities and stockholders’ equity
  $ 193,141,081     $ 179,326,713  
 
           

     See accompanying notes.

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GOLFSMITH INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

                                   
    Successor       Predecessor  
                    For the       For the  
                    Period from       Period from  
                    October 16,       December 30,  
    Fiscal Year     Fiscal Year     2002       2001  
    Ended     Ended     through       through  
    January 1,     January 3,     December 28,       October 15,  
    2005     2004     2002       2002  
Net revenues
  $ 296,202,149     $ 257,744,780     $ 37,830,540       $ 180,315,163  
Cost of products sold
    195,014,579       171,083,110       25,146,178         117,206,594  
 
                         
Gross profit
    101,187,570       86,661,670       12,684,362         63,108,569  
Selling, general and administrative
    90,763,231       73,400,271       13,580,912         48,308,301  
Store pre-opening expenses
    742,880       599,603       92,792         121,686  
Amortization of deferred compensation
                        6,033,273  
 
                         
Total operating expenses
    91,506,111       73,999,874       13,673,704         54,463,260  
 
                         
Operating income (loss)
    9,681,459       12,661,796       (989,342 )       8,645,309  
Interest expense
    (11,240,550 )     (11,156,792 )     (2,210,304 )       (5,205,859 )
Interest income
    63,939       39,776       7,119         330,587  
Other income
    1,178,790       210,707       13,725         2,365,551  
Other expense
    (16,530 )     (46,270 )     (133 )          
Minority interest
                        (844,378 )
Loss on debt extinguishment
                        (8,046,552 )
 
                         
Income (loss) from continuing operations before income taxes
    (332,892 )     1,709,217       (3,178,935 )       (2,755,342 )
Income tax (expense) benefit
    (4,422,724 )     (644,953 )     632,934         (708,374 )
 
                         
Income (loss) from continuing operations
    (4,755,616 )     1,064,264       (2,546,001 )       (3,463,716 )
 
                                 
Loss from discontinued operations, including loss on disposal of $285,886 for the year ended December 28, 2002 (see Note 6)
                (39,920 )       (229,880 )
 
                         
Income (loss) before extraordinary item
    (4,755,616 )     1,064,264       (2,585,921 )       (3,693,596 )
 
                                 
Extraordinary gain — negative goodwill arising from purchase of minority interest (see Note 5)
                        2,021,602  
 
                         
Net income (loss)
  $ (4,755,616 )   $ 1,064,264     $ (2,585,921 )     $ (1,671,994 )
 
                         

See accompanying notes.

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GOLFSMITH INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

                                                                                                 
    Common Stock     Restricted Stock                                              
                    Golfsmith     Units Golfsmith                                     Retained        
    Golfsmith     International     International                             Other     Earnings        
    International, Inc.     Holdings, Inc.     Holdings, Inc.     Additional     Deferred     Deferred     Comprehensive     (Accumulated     Stockholders’  
    Shares     Amount     Shares     Amount     Shares     Amount     Capital     Interest     Compensation     Income     Deficit)     Equity  
Balance at December 29, 2001 (Predecessor)
    10,000,000       100,000                               12,886,480       (137,190 )     (1,916,532 )     (337,392 )     21,923,732       32,519,098  
Dividends paid
                                                                (3,237,500 )     (3,237,500 )
Stock compensation — variable employee options
                                        4,116,741             (4,116,741 )                  
Amortization of deferred compensation
                                                    6,033,273                   6,033,273  
Amortization of deferred interest
                                              137,190                         137,190  
Pre merger net income (Restated — see Note 21)
                                                                (1,671,994 )     (1,671,994 )
Merger of Golfsmith International, Inc. into Golfsmith International Holdings, Inc
    (10,000,000 )     (100,000 )                             (17,003,221 )                 337,392       (17,014,238 )     (33,780,067 )
Issuance of Holdings common stock net of issuance costs of $6,740,637
                20,077,931       20,078                   53,473,079                               53,493,157  
Issuance of Holdings restricted stock units
                            839,268       839       2,516,963                               2,517,802  
 
                                                                       
Balance October 15, 2002 (Predecessor)
        $       20,077,931     $ 20,078       839,268     $ 839     $ 55,990,042     $     $     $     $     $ 56,010,959  
 
                                                                       
 
                                                                                               
 
 
                                                                                               
Balance October 16, 2002 (Successor)
        $       20,077,931     $ 20,078       839,268     $ 839     $ 55,990,042     $     $     $     $     $ 56,010,959  
 
                                                                                               
Comprehensive loss:
                                                                                               
Translation adjustments, cumulative translation gain of $48,148 at December 28, 2002
                                                          48,148             48,148  
Net loss of Holdings
                                                                (2,585,921 )     (2,585,921 )
Total comprehensive loss
                                                                      (2,537,773 )
 
                                                                       
Balance at December 28, 2002 (Successor)
                20,077,931       20,078       839,268       839       55,990,042                   48,148       (2,585,921 )     53,473,186  
Issuance of common stock
                1,433,333       1,433                   4,298,565                               4,299,998  
Conversion of restricted stock
                83,333       83       (83,333 )     (83 )                                    
 
                                                                                               
Comprehensive loss:
                                                                                               
Translation adjustments, cumulative translation gain of $186,877 at January 3, 2004
                                                          138,729             138,729  
Net income of Holdings
                                                                1,064,264       1,064,264  
Total comprehensive income
                                                                      1,202,993  
 
                                                                       
Balance at January 3, 2004 (Successor)
        $       21,594,597     $ 21,594       755,935     $ 756     $ 60,288,607     $     $     $ 186,877     $ (1,521,657 )   $ 58,976,177  
 
                                                                       
 
                                                                                               
Comprehensive loss:
                                                                                               
Translation adjustments, cumulative translation gain of $279,607 at January 1, 2005
                                                          92,730             92,730  
Net loss of Holdings
                                                                (4,755,616 )     (4,755,616 )
Total comprehensive loss
                                                                      (4,662,886 )
 
                                                                       
Balance at January 1, 2005 (Successor)
        $       21,594,597     $ 21,594       755,935     $ 756     $ 60,288,607     $     $     $ 279,607     $ (6,277,273 )   $ 54,313,291  
 
                                                                       

See accompanying notes.

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GOLFSMITH INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   
    Successor       Predecessor  
                    For the       For the  
                    Period from       Period from  
                    October 16,       December 30,  
    Fiscal Year     Fiscal Year     2002       2001  
    Ended     Ended     through       through  
    January 1,     January 3,     December 28,       October 15,  
    2005     2004     2002       2002  
Operating Activities
                                 
Net income (loss)
  $ (4,755,616 )   $ 1,064,264     $ (2,585,921 )     $ (1,671,994 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
                                 
Depreciation
    5,261,001       4,850,711       1,255,251         4,776,431  
Amortization of intangible assets
    377,690       377,689       94,422         31,959  
Amortization of debt issue costs and debt discount
    3,300,169       3,011,179       558,788         1,821,074  
Non-cash loss on write-off of property and equipment
    476,713                      
Minority interest
                        844,378  
Stock compensation to non-employee
                        30,284  
Stock compensation — variable employee options
                        6,033,273  
Net loss (gain) on sale of real estate and other assets
    (1,064,045 )     3,069               (2,215,735 )
Loss on extinguishment of debt
                        8,046,552  
Extraordinary gain — negative goodwill arising from purchase of minority interest
                        (2,021,602 )
Changes in operating assets and liabilities:
                                 
Accounts receivable
    525,737       (1,109,008 )     462,403         959,130  
Inventories
    (2,982,474 )     (14,196,793 )     799,837         1,512,546  
Prepaid and other current assets
    (3,037,537 )     379,638       (475,753 )       (457,688 )
Deferred income taxes
    4,162,096       179,970       (439,814 )        
Other assets
    (321,352 )     (56,333 )              
Accounts payable
    13,759,432       3,346,528       4,767,312         (5,884,333 )
Accrued expenses and other current liabilities
    1,952,201       2,632,298       3,861,433         15,363  
Deferred rent
    2,000,856       570,187       404,817         (304,597 )
 
                         
Net cash provided by operating activities
    19,654,871       1,053,399       8,702,775         11,515,041  
Investing Activities
                                 
Purchase of property, plant and equipment
    (8,567,480 )     (5,759,429 )     (1,126,683 )       (2,086,323 )
Proceeds from sale of real estate and other assets
    2,105,000       18,046               3,313,022  
Purchase of assets and other
          (956,676 )              
Purchase of business, net of cash received
          (8,585,560 )              
 
                         
Net cash provided by (used in) investing activities
    (6,462,480 )     (15,283,619 )     (1,126,683 )       1,226,699  
Financing Activities
                                 
Principal payments on lines of credit
    (33,524,025 )     (27,178,727 )             (9,840,843 )
Proceeds from lines of credit
    32,106,986       28,595,766               9,807,280  
Principal payments on term note
                        (41,698,481 )
Proceeds from issuance of common stock
          4,299,998               43,243,157  
Payments to satisfy debt and minority interest obligations
                        (10,634,165 )
Distributions to shareholders
                        (35,880,392 )
Dividends paid
                        (3,237,500 )
Dividends paid to minority interest owners
                        (262,500 )
Debt issuance costs
          (82,410 )              
Other
    (6,607 )     (23,264 )              
 
                         
Net cash provided by (used in) financing activities
    (1,423,646 )     5,611,363               (48,503,444 )
Effect of exchange rate changes on cash
    89,894       134,506       48,148          
 
                         
Change in cash and cash equivalents
    11,858,639       (8,484,351 )     7,624,240         (35,761,704 )
Cash and cash equivalents, beginning of period
    2,928,109       11,412,460       3,788,220         39,549,924  
 
                         
Cash and cash equivalents, end of period
  $ 14,786,748     $ 2,928,109     $ 11,412,460       $ 3,788,220  
 
                         

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GOLFSMITH INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

                                   
    Successor       Predecessor  
                    For the       For the  
                    Period from       Period from  
                    October 16,       December 30,  
    Fiscal Year     Fiscal Year     2002       2001  
    Ended     Ended     through       through  
    January 1,     January 3,     December 28,       October 15,  
    2005     2004     2002       2002  
Supplemental cash flow information:
                                 
Interest payments
  $ 7,968,535     $ 7,130,032     $ 6,529       $ 4,078,658  
Tax payments
    304,180       699,198       15,325         493,392  
Amortization of discount on senior secured notes
    2,325,564       2,102,424       380,045          
Amortization of discount on senior subordinated notes
                        1,369,447  
Issuance of common stock units in connection with business combination
                        2,517,802  
Management rollover of Golfsmith International, Inc. equity into Golfsmith International Holdings, Inc. equity
                        10,250,000  
Issuance of senior secured notes in business combination
                        75,000,000  

     See accompanying notes.

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GOLFSMITH INTERNATIONAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 1, 2005

1. Nature of Business and Summary of Significant Accounting Policies

Basis of Presentation and Change in Reporting Entity

     The accompanying consolidated financial statements include the accounts of Golfsmith International Holdings, Inc. (“Holdings”, the “Company”, or “Successor”) and its wholly owned subsidiary Golfsmith International, Inc. (“Golfsmith” or “Predecessor”). Holdings was formed on September 4, 2002 as a Delaware corporation to acquire all of the outstanding shares of common stock of Golfsmith. Holdings acquired Golfsmith on October 15, 2002 (See Note 2). Holdings has no assets or liabilities other than its investment in its wholly owned subsidiary Golfsmith and did not have operations prior to the acquisition of Golfsmith; accordingly these consolidated financial statements represent the operations of Golfsmith and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

     For purposes of presentation, the accompanying statements of operations and cash flows for the period from December 30, 2001 through October 15, 2002 reflect the operating results and cash flows of Golfsmith prior to its acquisition by Holdings on October 15, 2002. The accompanying statements of operations and cash flows for the years ended January 1, 2005 and January 3, 2004 and for the period from October 16, 2002 through December 28, 2002 reflect the sum of the consolidated operating results and cash flows of Golfsmith and Holdings.

Nature of Operations

     The Company is a multi-channel, specialty retailer of golf equipment and related accessories and is a designer and marketer of golf equipment. Golfsmith offers equipment from leading manufacturers, including Callaway®, Cobra®, FootJoy®, Nike®, Ping®, Taylor Made® and Titleist®. In addition, the Company offers its own proprietary brands, including Golfsmith®, Lynx®, Snake Eyes®, Killer Bee®, Zevo®, GearForGolfTM and GiftsForGolfTM. The Company markets its products through 46 superstores as well as through its direct-to-consumer channels, which include its clubmaking and consumer catalogs and its Internet site. The Company also operates the Harvey Penick Golf Academy, an instructional school incorporating the techniques of the well-known golf instructor, the late Harvey Penick.

Use of Estimates

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and use assumptions that affect certain reported amounts and disclosures. Although management uses the best information available, it is reasonably possible that the estimates used by the Company will be materially different from the actual results. These differences could have a material effect on the Company’s future results of operations and financial position. The Company uses estimates when accounting for goodwill and other indefinite lived intangible assets, depreciation and amortization, allowance for doubtful accounts, income taxes, allowance for obsolete inventory and allowance for sales returns.

Reclassifications

     Certain prior year amounts in the accompanying consolidated financial statements have been reclassified to conform to the current year presentation.

Cash Equivalents

     Cash equivalents consist of commercial paper and other investments that are readily convertible into cash and have maturities when purchased of three months or less.

Inventories

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     Inventories consist primarily of finished goods (i.e., golf equipment and accessories) and are stated at the lower of cost (weighted average) or market. Inbound freight charges, import fees and vendor discount charges are capitalized into inventory upon receipt of the purchased goods. These costs are included in cost of products sold upon the sale of the respective inventory item.

Concentration of Foreign Suppliers

     A significant portion of sales of the Company’s proprietary products are from products supplied by manufacturers located outside of the United States, primarily in Asia. While the Company is not dependent on any single manufacturer outside the U.S., the Company could be adversely affected by political or economic disruptions affecting the business or operations of third-party manufacturers located outside of the U.S.

Property and Equipment

     Property and equipment are stated at cost net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets, generally 3 years for internally developed software, 5 to 10 years for equipment, furniture, and fixtures and 40 years for buildings. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the related lease or estimated life of the leasehold improvement. The Company capitalizes eligible internal-use software development costs in accordance with AICPA Statement of Position 98–1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Development costs are amortized over the expected useful life of the software. Repair and maintenance costs are expensed as incurred.

Long-Lived Assets

     The Company accounts for the impairment or disposal of long-lived assets in accordance with Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment of Long-Lived Assets, which requires long-lived assets, such as property and equipment, to be evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. An impairment loss is recognized when estimated future undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value in the period in which the determination is made. Included in selling, general and administrative expenses for fiscal 2004 is a $477,000 non-cash loss on the write-off of property and equipment. The loss was primarily due to one store relocation and two anticipated retail store relocations, which resulted in certain assets having little or no future economic value. The Company recorded a loss from discontinued operations of $0.2 million during the period from December 30, 2001 through October 15, 2002 and $0.1 million during the period from October 16, 2002 through December 28, 2002 related to the disposal of assets (see Note 6).

Long-lived assets to be disposed of by sale are adjusted to fair value less cost to sell and are reclassified to a current asset in the period in which the established “held for sale” criteria of SFAS No. 144 are met.

     Long-lived assets to be disposed of other than by sale are classified as held-and-used until the disposal occurs. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was made and is recorded in continuing operations until the related assets are disposed of.

Store Pre-opening and Closing Expenses

     Costs associated with the opening of a new store, which include costs associated with hiring and training personnel, supplies and certain occupancy and miscellaneous costs related to new locations, are expensed as incurred. When the Company decides to close a store, the Company recognizes an expense related to the future lease obligation net of estimated sublease rental income, non-recoverable investments in related fixed assets and other expenses directly related to the discontinuance of operations in accordance with SFAS No. 146, Accounting For Costs Associated With Exit or Disposal Activities. These charges require the Company to make judgments about exit costs to be incurred for employee severance, lease terminations, inventory to be disposed of, and other liabilities. The ability to obtain agreements with lessors, to terminate leases or to assign leases to third parties can materially affect the accuracy of these estimates.

Operating Leases

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     The Company leases stores under operating leases. Store lease agreements often include rent holidays, rent escalation clauses and contingent rent provisions for percentage of sales in excess of specified levels. Most of the Company’s lease agreements include renewal periods at the Company’s option. The Company recognizes rent holiday periods and scheduled rent increases on a straight-line basis over the lease term beginning with the date the Company takes possession of the leased space. The Company records tenant improvement allowances and rent holidays as deferred rent liabilities on the consolidated balance sheets and amortize the deferred rent over the terms of the lease to rent expense on the consolidated statements of operations. The Company records rent liabilities on the consolidated balance sheets for contingent percentage of sales lease provisions when the Company determines that it is probable that the specified levels will be reached during the fiscal year. The Company records direct costs incurred to effect a lease in other long-term assets and amortizes these costs on a straight-line basis over the lease term beginning with the date the Company takes possession of the leased space.

Foreign Currency Translation

     In accordance with Financial Accounting Standards No. 52, Foreign Currency Translation, the financial statements of the Company’s international operations are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities, the historical exchange rate for stockholders’ equity, and a weighted average exchange rate for each period for revenues, expenses, and gains and losses. Foreign currency translation adjustments are recorded as a separate component of stockholders’ equity as the local currency is the functional currency. Gains and losses from foreign currency denominated transactions are included in “Other income” or “Other expense” in the consolidated statement of operations and were not significant for the years presented.

Concentrations of Credit Risk

     Financial instruments which potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and accounts receivable. Excess cash is invested in high-quality, short-term, liquid money instruments issued by highly rated financial institutions. Concentration of credit risk with respect to the Company’s receivables is minimized due to the large number of customers, individually small balances, and short payment terms.

     The Company maintains an allowance for estimated losses resulting from non-collection of customer receivables based on: historical collection experience, age of the receivable balance, both individually and in the aggregate, and general economic conditions. The Company generally does not require collateral.

Fair Value of Financial Instruments

     Fair value and carrying amounts for financial instruments may differ due to instruments that provide fixed interest rates or contain fixed interest rate elements. Such instruments are subject to fluctuations in fair value due to subsequent movements in interest rates. The carrying value of the Company’s financial instruments approximates fair value, except for differences with respect to long-term, fixed rate debt, which are not significant. Fair value for such instruments is based on estimates using present value or other valuation techniques.

Revenue Recognition

     The Company recognizes revenue when all of the following criteria are met: 1) there is persuasive evidence that an arrangement exists, 2) delivery of goods has occurred, 3) the sales price is fixed or determinable, and 4) collectibility is reasonably assured.

     The Company recognizes retail sales at the time the customer takes possession of the merchandise and purchases are paid for, primarily with either cash or credit card.

     Catalog and e-commerce sales are recorded upon shipment of merchandise. This policy is based on: (1) the customer has already paid for the goods with a credit card, thus minimal collectibility risk exists, (2) the equipment being shipped is complete and ready for shipment at the time of shipment, (3) the date of delivery is within a reasonable time of the order, generally within one week, (4) the Company has no further obligations once the product is shipped, (5) the Company’s custodial risks are insured by a third party shipping company, and (6) the Company records an allowance for estimated returns in the period of sale.

     The Company recognizes revenue from the Harvey Penick Golf Academy instructional school at the time the services are performed.

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     Revenues from the sale of gift certificates are recorded upon the redemption of the gift certificate for the purchase of tangible products at the time the customer takes possession of the merchandise. At the purchase of a gift certificate, a liability is recorded until the redemption of the certificate for merchandise occurs.

     For all merchandise sales, the Company reserves for sales returns in the period of sale through estimates based on historical experience.

Sales Incentives

     The Company offers sales incentives that entitle its customers to receive a reduction in the price of a product or service. Sales incentives that entitle a customer to receive a reduction in the price of a product or service by submitting a claim for a refund or rebate are recognized as a reduction to revenue at the time the products are sold. Sales incentives that entitle a customer to free product are recognized as a cost of products sold.

Shipping and Handling Costs

     Amounts billed to customers in sales transactions related to shipping and handling, if any, are included in revenues. Shipping and handling costs incurred by the Company are included in cost of products sold.

Vendor Rebates and Promotions

     The Company receives income from certain merchandise suppliers in the form of rebates and promotions. Agreements are made with each individual supplier and income is earned as buying levels are met and/or cooperative advertising is placed. Rebate income is recorded as a reduction of cost of products sold. Cooperative promotional income for reimbursements of incremental direct costs are recorded as a reduction of selling, general and administrative expenses. Any promotional income received that does not pertain to incremental direct costs is recorded as a reduction to cost of goods sold and is recognized when the related merchandise is sold. The uncollected amounts of vendor rebate and promotional income remaining in prepaid and other current assets in the accompanying consolidated balance sheets as of January 1, 2005, and January 3, 2004 were approximately $1.2 million and $0.7 million, respectively. Cooperative promotional income received and recorded as a reduction of selling, general and administrative expenses was approximately $2.0 million for the fiscal year ended January 1, 2005, $1.2 million for the fiscal year ended January 3, 2004, $0.2 million for the period from October 16, 2002 through December 28, 2002 and $0.7 million for the period from December 30, 2001 through October 15, 2002. Vendor rebate income received and recorded as a reduction of cost of products sold was $1.0 million for the year ended January 1, 2005, $0.8 million for the year ended January 3, 2004, $0.1 million for the period from October 16, 2002 through December 28, 2002 and $0.4 million for the period from December 30, 2001 through October 15, 2002.

Income Taxes

     Prior to October 15, 2002, Golfsmith elected to be treated as a Subchapter S Corporation under the Internal Revenue Code of 1986 as amended, whereby federal income taxes are the responsibility of the individual stockholders. Accordingly, Golfsmith did not provide for federal income taxes. Effective October 15, 2002, Golfsmith merged with BGA Acquisition Corporation, a wholly owned subsidiary of Holdings, with the surviving entity (Holdings’ subsidiary) being Golfsmith International, Inc. As part of the merger, Golfsmith’s Subchapter S status was terminated; thus, the Company became subject to corporate income taxes beginning October 15, 2002.

     In accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, deferred income taxes were provided for all temporary differences existing at the date of Golfsmith’s termination of its Subchapter S status. Deferred taxes are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to be recovered or settled.

Catalog Costs and Advertising

     Catalog costs are amortized over the expected revenue stream, which typically ranges between two and twelve months from the date the catalogs are mailed. The Company capitalized approximately $0.3 million and $0.7 million in catalog costs at January 1, 2005 and January 3, 2004, respectively. Advertising costs are expensed as incurred. Advertising costs totaled approximately $15.9 million for the fiscal year ended January 1, 2005, $14.4 million for the fiscal year ended January 3, 2004, $3.2 million for the period from October 16, 2002 through December 28, 2002 and $10.0 million for the period from December 30, 2001 through

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October 15, 2002. These amounts include amortization of catalog costs of approximately $10.5 million for the fiscal year ended January 1, 2005, $8.6 million for the fiscal year ended January 3, 2004, $2.0 million for the period from October 16, 2002 through December 28, 2002 and $6.4 million for the period from December 30, 2001 to October 15, 2002.

Debt Issuance Costs

     Issuance costs are deferred and amortized to interest expense using the interest method over the terms of the related debt. Amortization of such costs for the fiscal years ended January 1, 2005 and January 3, 2004, for the period from October 16, 2002 through December 28, 2002 and for the period from December 30, 2001 through October 15, 2002 totaled approximately $1.0 million, $0.9 million, $0.5 million and $0.2 million, respectively. Approximately $1.7 million of debt issuance costs were written off on October 15, 2002 (the merger date) because the debt was paid off. Of this expense approximately $1.5 million is included in the loss on debt extinguishment in the accompanying statement of operations for the period from December 30, 2001 through October 15, 2002.

Goodwill and Intangible Assets

     Goodwill represents the excess purchase price over the fair value of net assets acquired, or net liabilities assumed, in a business combination. Beginning in 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets. In accordance with SFAS No. 142, the Company assesses the carrying value of its goodwill and other intangible assets with indefinite lives for indications of impairment annually, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill or intangible asset may be impaired.

     The goodwill impairment test is a two-step process. The first step of the impairment analysis compares the fair value of the company or reporting unit to the net book value of the company or reporting unit. The Company allocates goodwill to one enterprise-level reporting unit for impairment testing. In determining fair value, the Company utilizes a blended approach and calculates fair value based on discounted cash flow analysis and revenue and earnings multiples based on industry comparables. Step two of the analysis compares the implied fair value of goodwill to its carrying amount. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal to that excess. The Company performs its annual test for goodwill impairment on the first day of the fourth fiscal quarter of each year.

     The Company tests for possible impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset is not recoverable based on management’s projections of estimated future discounted cash flows and other valuation methodologies. Factors that are considered by management in performing this assessment include, but are not limited to, our performance relative to our projected or historical results, our intended use of the assets and our strategy for our overall business, as well as industry and economic trends. In the event that the book value of intangibles is determined to be impaired, such impairments are measured using a combination of a discounted cash flow valuation, with a discount rate determined to be commensurate with the risk inherent in our current business model, and other valuation methodologies. To the extent these future projections or our strategies change, our estimates regarding impairment may differ from our current estimates.

     Identifiable intangible assets consist of trademarks, the Golfsmith tradename and customer databases acquired. The customer database intangible asset is considered a definite lived intangible asset in accordance with SFAS No. 142 and is being amortized using the straight-line method over its estimated useful life of 9 years. Both the trademark and tradename intangible assets are considered indefinite lived intangible assets under SFAS No. 142. As such, amortization for these indefinite lived assets is replaced with periodic impairment review.

     It is the Company’s policy to value intangible assets at the lower of unamortized cost or fair value. Management reviews the valuation and amortization of intangible assets on a periodic basis, taking into consideration any events or circumstances that might result in diminished fair value. The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances which might result in a diminished fair value or revised useful life.

Insurance and Self-Insurance Reserves

     The Company is primarily self-insured for employee health benefits. The Company records its self-insurance liability based on claims filed and an estimate of claims incurred but not yet reported. If more claims are made than were estimated or if the costs of actual claims increases beyond what was anticipated, reserves recorded may not be sufficient and additional accruals may be required in future periods.

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Stock-Based Compensation

     SFAS No. 123, Accounting for Stock-Based Compensation, prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options. As allowed by SFAS No. 123, the Company has elected to continue to account for its employee stock-based compensation using the intrinsic method in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”).

     In December 2002, the FASB issued SFAS No. 148, Accounting For Stock-Based Compensation — Transition and Disclosure, An Amendment of FASB Statement No. 123. This Statement amends SFAS No. 123, Accounting For Stock-Based Compensation, to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure provisions of that Statement to require prominent disclosure about the effects on reported net income of an entity’s accounting policy decisions with respect to stock-based employee compensation. Since the Company is continuing to account for stock-based compensation according to APB 25, adoption of SFAS No. 148 requires the Company to provide prominent disclosures about the affects of FASB No. 123 on reported net income (loss).

     The following table illustrates the effect on net income (loss), if the Company had applied the fair value recognition provisions of SFAS No. 123:

                                   
    Successor       Predecessor  
                    For the       For the  
                    Period from       Period from  
                    October 16,       December 30,  
    Fiscal Year     Fiscal Year     2002       2001  
    Ended     Ended     through       through  
    January 1,     January 3,     December 28,       October 15,  
    2005     2004     2002       2002  
Net Income (loss) as reported
  $ (4,755,616 )   $ 1,064,264     $ (2,585,921 )     $ (1,671,994 )
Total stock-based compensation cost, net of related tax effects included in the determination of net income (loss) as reported
                        6,063,557  
The stock-based employee compensation cost, net of related tax effects, that would have been included in the determination of net income (loss) if the fair value based method had been applied to all awards
    (156,012 )     (97,585 )             (6,078,057 )
 
                         
Pro forma net income (loss)
  $ (4,911,628 )   $ 966,679     $ (2,585,921 )     $ (1,686,494 )
 
                         

     In December 2004, the FASB issued SFAS 123 (revised 2004), Share-Based Payment, (SFAS 123R). See Recently Issued Accounting Standards below for additional information.

Segments

     The Company applies Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information, and considers its business activities to constitute a single segment.

Fiscal Year

     The Company’s fiscal year ends on the Saturday closest to December 31. Fiscal year 2003 consisted of 53 weeks. Fiscal 2004 and the combined predecessor and successor fiscal year ended December 28, 2002 each consisted of 52 weeks.

Recently Issued Accounting Standards

     During fiscal year 2004, the Company adopted EITF 03-10, Application of Issue 02-16 by Resellers to Sales Incentives Offered to Consumers by Manufacturers, which amends EITF 02-16. According to the amended guidance, if certain criteria are met, consideration received by a reseller in the form of reimbursement from a vendor for honoring the vendor’s sales incentives offered directly to consumers (e.g., manufacturers’ coupons) should not be recorded as a reduction of the cost of the reseller’s purchases

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from the vendor. The adoption of EITF 03-10 did not impact the Company’s financial condition, results of operations or cash flows.

     In December 2004, the FASB issued SFAS No. 123 (Revised), Share-Based Payment, (SFAS No. 123 (R)), which replaces SFAS No. 123 and supercedes Accounting Principles Board (APB) No. 25, Accounting for Stock Issued to Employees. Under the new standard, companies will no longer be able to account for share-based compensation transactions using the intrinsic method in accordance with APB No. 25. Instead, companies will be required to account for such transactions using a fair-value method and recognize the expense in the consolidated statement of income. SFAS 123(R) is effective as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. SFAS 123(R) applies to all awards granted after the required effective date, but does not apply to awards granted in periods before the required effective date, except if prior awards are modified, repurchased or cancelled after the effective date. The Company will adopt SFAS No. 123(R) on January 1, 2006. The impact of the adoption of SFAS 123(R) cannot be predicted at this time because it will be depend on levels of share-based payments granted in the future. However, valuation of employee stock options under SFAS 123(R) is similar to SFAS 123, with minor exceptions. For information about what the Company’s reported results of operations would have been had the Company adopted SFAS 123, see the discussion above under the heading “Stock Based Compensation”.

     In December 2004, the FASB issued SFAS 153, Exchanges of Nonmonetary Assets—an amendment of APB Opinion No. 29 (SFAS 153). The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in APB Opinion No. 29, however, included certain exceptions to that principle. SFAS 153 amends APB Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for nonmonetary asset exchanges in fiscal periods beginning after June 15, 2005. The adoption of SFAS 153 is not expected to have a material impact on the Company’s financial condition, results of operations or cash flows.

2. Business Combinations

Golfsmith International, Inc.

     On October 15, 2002, the Company acquired all of the issued and outstanding shares of Golfsmith. The total purchase price was $121.0 million including related acquisition costs of $6.7 million. Atlantic Equity Partners III, L.P., the Company’s majority stockholder, acquires profitable companies that it believes to be leaders in their respective markets and that it believes will increase in value over time. The Company believed that Golfsmith satisfied these criteria based on its profitable business, its investment in infrastructure to support additional growth, and its private label brands. The Company believed that these attributes would allow Golfsmith opportunities to increase in value, and therefore justified the purchase price that exceeded the fair market value of the assets.

     In conjunction with the acquisition of Golfsmith, the Company issued 20,077,931 shares of common stock and 839,268 restricted stock units to investors for approximately $62.8 million, excluding related issuance costs. Golfsmith, being the surviving wholly owned subsidiary of the Company, issued Senior Secured Notes at a 20% discount off of face value for consideration of $75.0 million (see Note 5). The proceeds from the issuance of common stock and restricted stock units and the new Senior Secured Notes were utilized to fund the acquisition of Golfsmith.

     The total purchase consideration has been allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their respective fair values at the date of acquisition as determined by an independent valuation obtained by the Company. Such allocation resulted in goodwill of $34.9 million. Goodwill is assigned at the enterprise level and is deductible for income tax purposes. Subsequent to the acquisition, the purchase price, and related goodwill, was adjusted by $0.7 million for additional transaction costs incurred.

     The consolidated financial statements have been prepared giving effect to the recapitalization of the Company in accordance with EITF 88-16, Basis in Leveraged Buyout Transactions, as a partial purchase. Under EITF 88-16, the Company was revalued at the merger date to fair value to the extent of the majority stockholder’s 79.7% controlling interest in the Company. The remaining 20.3% is accounted for at the continuing stockholders’ carryover basis in the Company. The excess of the purchase price over the historical basis of the net assets acquired has been applied to adjust net assets to their fair values to the extent of the majority stockholder’s 79.7% ownership.

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     The following unaudited condensed consolidated balance sheet data presents the fair value of the assets acquired and liabilities assumed:

                 
Cash and cash equivalents
          $ 3,788,220  
Accounts receivable
            2,101,523  
Inventory
            33,151,717  
Prepaid expenses and other current assets
            1,643,637  
Property and equipment
            36,173,768  
Deferred tax assets
            3,902,252  
Other assets
            7,775,304  
Intangible assets subject to amortization Customer database (nine year useful life)
    3,399,205          
Intangible assets not subject to amortization Tradename
    11,158,000          
Trademarks
    15,093,396          
 
             
Total intangible assets
            29,650,601  
Goodwill
            34,948,016  
 
             
Total assets acquired
            153,135,038  
Accounts payable
            13,054,703  
Accrued other expenses
            8,960,869  
Deferred rent
            108,507  
Long-term debt
            75,000,000  
 
             
Total liabilities assumed
            97,124,079  
 
             
Net assets acquired
          $ 56,010,959  
 
             

     Contingent consideration of $6,250,000 was placed in an escrow account by the selling stockholders to secure certain indemnification obligations of the sellers. In accordance with the merger agreement, on May 20, 2003, the parties determined that an adjustment in the merger consideration of $25,000 was payable to the Company based on the post-merger review of Golfsmith’s working capital. This amount was paid out of the escrow account on June 20, 2003. The Company has adjusted the purchase price allocation accordingly. On July 24, 2003, $1,107,579 was paid to the Company from the selling stockholders escrow account for the repayment of certain obligations owed by the selling stockholders that were paid by the Company. On April 15, 2004, all remaining escrow funds of $5,117,421 were paid to the selling shareholders in accordance with the merger agreement. Concurrent with the acquisition, Golfsmith changed status from a Subchapter S Corporation to a C Corporation that is subject to federal income taxes.

Don Sherwood Golf Shop

     On July 24, 2003, the Company acquired all issued and outstanding shares of Don Sherwood Golf Shop (“Sherwood”) for a total purchase price of $9.2 million, including related acquisition costs of $0.4 million. The Company believes that the Sherwood acquisition supports the Company’s goals of expanding its national presence while gaining exposure to one of the country’s top golf markets in San Francisco, California. The Company acquired all six Sherwood retail stores as part of the acquisition. The operations of Sherwood stores are included in the Company’s consolidated statement of operations and cash flows as of July 25, 2003.

     In conjunction with the acquisition of Sherwood, the Company issued 1,433,333 shares of common stock to existing stockholders, including its majority stockholder, for consideration of $4.3 million. The proceeds from the issuance of common stock were used to fund a portion of the acquisition of Sherwood. The issuance of these additional shares increased the majority stockholder’s 79.7% controlling interest in the Company to an 80.9% controlling interest, including issued restricted common stock units, which entitle the holders to shares of the Company’s common stock, and excluding outstanding stock options.

     The total purchase consideration has been allocated to the assets acquired and liabilities assumed, including property and equipment, inventory and identifiable intangible assets, based on their respective fair values at the date of acquisition. Such allocation resulted in goodwill of $6.3 million. Goodwill is assigned at the reporting unit level and is not deductible for income tax purposes.

     Contingent consideration of $1.3 million was placed in an escrow account by the Company to secure certain indemnification obligations of the selling shareholder. Pursuant to the terms and conditions of the escrow agreement, these funds were released from the escrow account and disbursed to the selling shareholder on June 17, 2004.

3. Asset Acquisition

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     On May 22, 2003, the Company acquired the assets and technology of Zevo Golf Co., Inc. (“Zevo”). The total purchase consideration has been allocated to the assets acquired, including identifiable intangible assets, based on their respective fair values at the date of acquisition. The allocation of the purchase price did not have a material impact on the affected accounts. As a result of the acquisition, Golfsmith has obtained additional technology through the patented “PreLoaded” technology for drivers and “Flying Buttress” design for irons as well as an additional proprietary label.

4. Intangible Assets

     The following is a summary of the Company’s intangible assets that are subject to amortization:

                 
    January 1,     January 3,  
    2005     2004  
Customer database gross carrying amount
  $ 3,399,205     $ 3,399,205  
Accumulated amortization
    (849,801 )     (472,111 )
 
           
Customer database net carrying amount
  $ 2,549,404     $ 2,927,094  
 
           

     The net carrying amount of customer databases intangible assets relates solely to the merger transaction between Golfsmith and Holdings discussed in Note 2. Total amortization expense was $377,690 for the fiscal year ended January 1, 2005, $377,689 for the fiscal year ended January 3, 2004, $94,422 for the period from October 16, 2002 through December 28, 2002, and $0 for the period from December 30, 2001 through October 15, 2002, and is recorded in selling, general, and administration costs on the consolidated statement of operations.

     Estimated future annual amortization expense is as follows:

         
2005
  $ 377,689  
2006
    377,689  
2007
    377,689  
2008
    377,689  
2009
    377,689  
Thereafter
    660,959  
 
     
 
  $ 2,549,404  
 
     

5. Debt

     Long-term debt at January 1, 2005 and January 3, 2004 consisted of the following:

                 
    January 1,     January 3,  
    2005     2004  
Senior secured notes due October 15, 2009 (see discussion below)
  $ 93,750,000     $ 93,750,000  
 
           
Total long-term debt
    93,750,000       93,750,000  
Less current maturities
           
Long-term portion
    93,750,000       93,750,000  
Unamortized discount on senior secured notes
    (13,941,967 )     (16,267,531 )
 
           
Long-term debt, net of discount
  $ 79,808,033     $ 77,482,469  
 
           

     As of January 1, 2005, the annual maturities of long-term debt were as follows:

         
2005
  $  
2006
     
2007
    18,750,000  
2008
    9,375,000  
2009
    65,625,000  
Thereafter
     
 
     
 
  $ 93,750,000  
 
     

Senior Secured Notes

     On October 15, 2002, concurrent with the acquisition of Golfsmith by Holdings, Golfsmith completed an offering of $93.75 million aggregate principal amount at maturity of 8.375% senior secured notes (the “notes”) due in 2009 at a discount of 20%, or

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$18.75 million. Interest payments are required semi-annually on March 1 and September 1, beginning on March 1, 2003. The notes rank equal in right with any other senior indebtedness, including indebtedness under Golfsmith’s senior credit facility. The notes are fully and unconditionally guaranteed, up to an aggregate principal amount at maturity of $93.75 million, by both Holdings and all existing and future Golfsmith domestic subsidiaries. As of January 1, 2005 and January 3, 2004, the notes were guaranteed, jointly and severally, by all Golfsmith subsidiaries.

     The notes and each guarantee is secured by all of Golfsmith’s real property, equipment and proceeds thereof as well as by substantially all of Golfsmith’s other assets.

     Golfsmith has the option to redeem some or all of the notes at any time prior to October 15, 2006 at a make-whole redemption price. On or after October 15, 2006, Golfsmith has the option to redeem some or all of the notes at a redemption price that will decrease ratably from 106.5% of accreted value to 100.0% of accreted value on October 15, 2008, in all cases plus accrued but unpaid interest. Prior to October 15, 2005, Golfsmith also has the option, under certain circumstances, to redeem up to 35% of the aggregate principal amount of the notes at a redemption price equal to 113% of accreted value plus accrued but unpaid interest.

     The terms of the notes require Golfsmith to make partial pro rata redemptions of the principal amount at maturity of each note, plus accrued but unpaid interest to the redemption date as follows:

     
    Percentages of
    Notes Required
Mandatory Redemption Date   to be Redeemed
October 15, 2007
  20%
October 15, 2008
  10%

     The redemption requirements may be reduced by the aggregate principal amount at maturity of any notes Golfsmith has previously repurchased.

     Additionally, subsequent to fiscal 2003, Golfsmith is required under the notes to (i) offer to repurchase a portion of the notes at 100% of their accreted value within 120 days after the end of each fiscal year with 50% of Golfsmith’s excess cash flow, as defined in the agreement; (ii) under certain circumstances, Golfsmith is required to repurchase the notes at specified redemption prices in the event of a change in control. As of the end of fiscal 2003 and fiscal 2004, the Company determined that it did not have any excess cash flow, as defined in the indenture, and thus the Company not required to offer to repurchase any of the notes.

     Additionally, the terms of the notes limit the ability of Golfsmith to, among other things, incur additional indebtedness, dispose of assets, make acquisitions, make other investments, pay dividends and make various other payments. The terms of the notes also contain certain other covenants, including a restriction on capital expenditures. In September 2004, the indenture governing the notes was amended to (i) provide that Golfsmith and its subsidiaries are not required to obtain leasehold mortgages on leases which are acquired by Golfsmith through an acquisition or similar transaction or upon any renewal or replacement of a lease, (ii) revise the covenant limiting capital expenditures (as defined in the indenture) and the definition of capital expenditure basket (as defined in the indenture) to provide that Golfsmith’s capital expenditure limitations are calculated on a fiscal year, or annual, basis rather than a “rolling four quarters” basis and (iii) clarify that any new subsidiary of Golfsmith which becomes a restricted subsidiary under the indenture is subject only to the same security provisions of the indenture as those to which existing restricted subsidiaries are subject. In March 2005 the indenture was further amended by revising the definition of capital expenditure basket to increase by $5.0 million the limitation on capital expenditures that may be made by Golfsmith or the guarantors of the notes during any given fiscal year. As of January 1, 2005 and January 3, 2004, Golfsmith was in compliance with the covenants imposed by the notes.

     In July 2003, Golfsmith conducted an exchange offer in which it offered to exchange new senior secured notes registered under the Securities Act of 1933 for all of its eligible existing senior secured notes. The terms of the new notes are substantially identical as those issued in the private placement, except the new notes are freely tradable. The notes are recorded on the January 1, 2005 and January 3, 2004 balance sheets net of an original issuance discount of $18.75 million that is being amortized to interest expense over the term of the notes using the interest method.

Senior Credit Facility

     On October 15, 2002, concurrent with the acquisition of Golfsmith by Holdings, the Company entered into a new senior credit facility with a third party for up to $10.0 million (subject to required reserve of $500,000) in available revolver funds. Additionally, the senior credit facility allows for up to $1.0 million in authorized letters of credit. In February 2004, the senior credit facility was amended in order to increase the borrowing availability from $10 million to $12.5 million, in each case subject to required reserves of $500,000. Borrowings under the senior credit facility are secured by substantially all of Golfsmith’s current

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and future assets, excluding real property, equipment and proceeds thereof owned by Golfsmith, Holdings, or Golfsmith’s subsidiaries, and all of Golfsmith’s stock and equivalent equity interest in any subsidiaries. The senior credit facility is fully guaranteed by Holdings.

     The senior credit facility has a term of 4.5 years and available amounts under the facility are based on a borrowing base. The borrowing base is limited to 85% of the net amount of eligible receivables, as defined in the agreement, plus the lesser of (i) 65% of the value of eligible inventory and (ii) 60% of the net orderly liquidation value of eligible inventory, and minus $2.5 million, which is an availability block used to calculate the borrowing base.

     The senior credit facility contains restrictive covenants which, among other things, limit: (i) additional indebtedness; (ii) dividends; (iii) capital expenditures; and (iv) acquisitions, mergers, and consolidations. As of January 1, 2005 and January 3, 2004, the Company was in compliance with all covenants in the credit facility.

     In March 2005, several financial covenants in the senior credit facility were amended in order to (1) increase the limit on capital expenditures in each fiscal year to the greater of (a) one-third of our EBITDA (as defined in the senior credit facility) in the immediately preceding fiscal year and (b) the sum of: (i) $12.0 million, (ii) the amount, if any, of the excess cash flow offer made and not accepted by the holders of the senior secured notes during the immediately preceding fiscal year, and (iii) any amounts, up to an aggregate of $1,000,000, previously permitted to be made as capital expenditures that have not previously been made as capital expenditures, (2) to delete covenants regarding minimum interest coverage ratios and minimum earnings levels for the fiscal period ending on or about September 30, 2004 and all fiscal periods thereafter, and (3) to amend the definition of borrowing base in the senior credit facility to include an availability block of $2.5 million, as used to calculate the borrowing base under the senior credit facility as noted above.

     Borrowings under the credit facility may be made, at the Company’s option, as either an index rate loan or a LIBOR rate loan. Index rate loans bear interest at the higher of (1) the Wall Street Journal posted base rate on corporate loans or (2) the federal funds rate, in each case plus 1%. LIBOR rate loans bear interest at a rate based on LIBOR plus 2.5%. A fee of 2.5% per annum of the amount available under outstanding letters of credit is due and payable monthly. The weighted-average interest rate on borrowings under the senior credit facility during fiscal 2004 was 5.0%. The Company is required to pay commitment fees of 0.50% of the undrawn availability as calculated under the agreement. These fees were not significant for all years presented for which the senior credit facility as effective. At January 1, 2005, the Company had no borrowings outstanding under the senior credit facility. At January 3, 2004, the Company had $1.4 million outstanding under the senior credit facility.

Senior Subordinated Notes

     On August 17, 1998, Golfsmith issued in a private placement $30.0 million senior subordinated pay-in-kind notes (the “Subordinated Notes”) and partnership interests that may be converted into warrants to purchase 810,811 shares of Golfsmith’s common stock for $.01 per share, under certain circumstances. In 1998, the partnership interests for 7.5% of Golfsmith Holdings, L.P. (a wholly-owned subsidiary of Golfsmith) were valued at $12.0 million. Since the interests are related to a Golfsmith subsidiary that is consolidated, the value of the interests were recorded as minority interest on the consolidated balance sheet. The value of the minority interest was offset as a discount to the Subordinated Notes. Immediately prior to the merger, Golfsmith repurchased the minority interest which had a carrying value of $13.1 million for cash consideration of $9.0 million resulting in a $2.1 million write-down of long term assets associated with the minority interest and negative goodwill of $2.1 million. In accordance with FAS 141, the negative goodwill is recorded in the period from December 30, 2001 through October 15, 2002, as an extraordinary item in the consolidated statement of operations. The extraordinary item is recorded without a tax effect due to the Company’s election to be treated as a Subchapter S corporation during the predecessor period.

     Holders of the Subordinated Notes were entitled to receive interest, payable quarterly, at Golfsmith’s option in cash, or in-kind, through the issuance of additional Subordinated Notes, both at 12% per annum. The Subordinated Notes were to mature on August 1, 2005, representing a yield to maturity of 22.6%. During the period from December 30, 2001 through October 15, 2002, the period from October 16, 2002 through December 28, 2002 and fiscal year 2001, Golfsmith issued $0, $0 and $1.0 million, respectively, in additional Subordinated Notes for the payment of interest.

     On October 15, 2002, immediately prior to the merger of Golfsmith with Holdings, the Subordinated Notes were repaid in full. During the period from December 30, 2001 through October 15, 2002, Golfsmith recorded a loss on this extinguishment of senior subordinated debt of $8.0 million.

Old Bank Debt

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     In 2000, Golfsmith entered into a loan agreement (the “Loan Agreement”) providing for term loan (“Term Loan”) borrowings of $15.0 million and revolver borrowings up to $40.0 million (“Revolver”), subject to certain limitations. This Loan Agreement replaced a 1997 credit agreement that provided for borrowings up to $46.0 million that expired in 2000 and certain mortgage notes totaling $2.8 million as of November 13, 2000. The Term Loan was secured by a pledge of Golfsmith’s land and buildings. The Revolver was secured by a pledge of Golfsmith’s inventory, receivables, and certain other assets and contained significant covenants and restrictions. On October 15, 2002 Golfsmith’s existing line of credit was terminated.

6. Store Closure and Asset Impairments

     A summary of the Company’s store closures and asset impairments is as follows:

                                         
            Revenues     Loss     Cash Flows        
            Generated by     Generated     Generated by        
    Number of     the Closed     by Closed     the Closed     Total Store  
    Stores     Stores in the     Stores in the     Stores in the     Closure  
Period   Closed     Year of Closure     Year of Closure     Year of Closure     Costs  
Fiscal 2004
    0     $     $     $     $  
 
                                       
Fiscal 2003
    0     $     $     $     $  
 
                                       
October 16, 2002 through December 28, 2002 (Successor)
    0             (39,920 )     (39,920 )     39,920  
 
                                       
December 30, 2001 through October 15, 2002 (Predecessor)
    2       1,987,226       (229,880 )     (208,396 )     229,880  

     The Company has closed five retail locations since its inception due to poor operating performance and the lack of market penetration being derived from these single-market stores. Store closure costs include writedowns of leasehold improvements and store equipment to estimated fair values and lease termination costs. There were no store closures in fiscal 2003 or fiscal 2004. The revenues, expenses and store closure costs related to the two stores closed in the period from October 16, 2002 through December 28, 2002 are reported in discontinued operations under the accounting guidance of SFAS No. 144, Impairment of Long-Lived Assets, in the period from December 30, 2001 through October 15, 2002 and in the period from October 16, 2002 through December 28, 2002. The loss from discontinued operations resulting from store closures and asset impairment is recorded without a tax effect due to the Company’s election to be treated as a Subchapter S corporation during the period of store closures. All related assets and liabilities for these closed locations have been eliminated from the consolidated balance sheet as the net assets were disposed of prior to December 28, 2002.

7. Commitments

Lease Commitments

     The Company leases certain store locations under operating leases that provide for annual payments that, in some cases, increase over the life of the lease. The aggregate of the minimum annual payments is expensed on a straight-line basis over the term of the related lease without consideration of renewal option periods. The lease agreements contain provisions that require the Company to pay for normal repairs and maintenance, property taxes, and insurance. Rent expense was $12.8 million for the fiscal year ended January 1, 2005, $9.5 million for the fiscal year ended January 3, 2004, $1.5 million for the period from October 16, 2002 through December 28, 2002, and $5.9 million for the period from December 30, 2001 through October 15, 2002.

     At January 1, 2005, future minimum payments due and sublease income to be received, under non-cancelable operating leases with initial terms of one year or more are as follows for each of the fiscal years presented below:

                 
    Operating        
    Lease     Sublease  
    Obligations     Income  
2005
  $ 14,651,717     $ 808,193  
2006
    15,780,216       822,218  
2007
    15,366,941       826,893  
2008
    14,327,380       651,893  
2009
    13,358,207       476,650  
Thereafter
    59,868,099       1,119,662  
 
           
Total minimum lease payments
  $ 133,352,560          
 
             
Total minimum sublease rentals
          $ 4,705,509  
 
             

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     Deferred rent consists of either or both of (1) a step-rent accrual related to the Company’s store leases and (2) a lease incentive obligation related to tenant incentives received by the Company pursuant to an operating lease agreement. In accordance with FASB Statement No. 13, Accounting for Leases, rental expense for the Company’s store leases is recognized on a straight-line basis even though a majority of the store leases contain escalation clauses.

     Golfsmith has entered into certain sublease agreements with third parties to sublease retail space previously occupied by Golfsmith. The sublease terms ending dates range from 2008 to 2013. Sublease income recorded as a reduction of rent expense was $0.4 million in fiscal 2004, $0.3 million in fiscal 2003, $0.1 million for the period from October 16, 2002 through December 28, 2002, and $0.2 million for the period from December 30, 2001 through October 15, 2002. Future minimum sublease payments to be received by Golfsmith over the terms of the leases are noted in the table above.

Employment Agreements

     The Company has entered into employment agreements with James D. Thompson, the Company’s president and chief executive officer, and with Virginia Bunte, the Company’s treasurer and chief financial officer. The Company has also entered into employment agreements with Carl Paul, one of our directors and a stockholder, and Franklin Paul, one of our stockholders, to provide advisory services.

8. Guarantees

     Holdings and all of Golfsmith’s existing domestic subsidiaries fully and unconditionally guarantee, and all of Golfsmith’s future domestic subsidiaries will guarantee, both the senior secured notes issued by Golfsmith in October 2002 and the senior credit facility. The senior secured notes mature in October 2009 with certain mandatory redemption features. Interest payments are required on a semi-annual basis on the senior secured notes at an annual interest rate of 8.375%. At January 1, 2005, there were no amounts outstanding under the senior credit facility and $79.8 million outstanding on the senior secured notes.

     Holdings has no assets or liabilities other than its investment in its wholly owned subsidiary Golfsmith and did not have operations prior to the acquisition of Golfsmith. Golfsmith has no independent operations nor any assets or liabilities other than its investments in its wholly owned subsidiaries. Domestic subsidiaries of Golfsmith comprise all of Golfsmith’s assets, liabilities and operations. There are no restrictions on the transfer of funds between Holdings, Golfsmith and any of Golfsmith’s domestic subsidiaries. The guarantees of Holdings and all existing and future Golfsmith domestic subsidiaries of Golfsmith’s senior secured notes and senior credit facility are explicitly excluded from the initial recognition and initial measurement requirements of FASB Interpretation No. 45 as it meets the definition of an intercompany guarantee.

     The Company offers warranties to its customers depending on the specific product and terms of the goods purchased. A typical warranty program requires that the Company replace defective products within a specified time period from the date of sale. The Company records warranty costs as they are incurred and historically such costs have not been material. Golfsmith accrued and settled approximately $0.3 million for product warranties during the period from December 30, 2001 through October 15, 2002. For all other periods presented, warranty costs were immaterial.

9. Accrued Expenses and Other Current Liabilities

     The Company’s accrued expenses and other current liabilities are comprised of the following at January 1, 2005 and January 3, 2004, respectively:

                 
    January 1,     January 3,  
    2005     2004  
Salaries and benefits
  $ 1,791,931     $ 1,998,142  
Interest
    2,647,670       2,675,824  
Allowance for returns reserve
    1,326,394       1,357,173  
Gift certificates
    7,521,148       5,990,485  
Taxes
    3,169,661       3,102,040  
Other
    2,260,311       1,639,206  
 
           
Total
  $ 18,717,115     $ 16,762,870  
 
           

10. Other Income and Expense

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     Other income was $1.2 million in fiscal 2004, $211,000 in fiscal 2003, $14,000 for the period from October 16, 2002 through December 28, 2002, and $2.4 million for the period from December 30, 2001 through October 15, 2002. During the period from December 30, 2001 through October 15, 2002, Golfsmith recorded a gain of $2.2 million on the sale of trademark rights to a third party. The trademark rights were sold for $3.3 million and had a book value of $1.1 million. During fiscal 2004, Golfsmith sold its trademarks for Lynx® in Europe, Malaysia, Thailand and Singapore to a third party. Golfsmith received proceeds of $2.1 million, net of direct costs associated with the sale. The gain on the sale was approximately $1.1 million and is recorded in other income in the statement of operations.

     Other expense was not significant during any of the years presented.

11. Retirement and Profit Sharing Plans

     During 1998, the Board of Directors approved a Retirement Savings Plan (the “Plan”), which permits eligible employees to make contributions to the Plan on a pretax basis in accordance with the provisions of Section 401(k) of the Internal Revenue Code. The Company makes a matching contribution of 50% of the employee’s pretax contribution, up to 6% of the employee’s compensation, in any calendar year. The Company contributed approximately $349,000 during the fiscal year ended January 1, 2005, $259,000 during the fiscal year ended January 3, 2004, $35,000 for the period from October 16, 2002 through December 28, 2002, and $243,000 for the period from December 30, 2001 through October 15, 2002.

     In 2004, the Company established the 2004 Management Incentive Plan under which the Company agreed to pay specified bonuses to eligible management employees based upon their individual and company-wide performance. The bonuses are payable within 90 days of the end of the applicable measurement period.

12. Common Stock

Golfsmith International Holdings, Inc.

     Holdings has authorized 40.0 million shares of common stock, par value $.001 per share, of which 21,594,597 shares were issued and outstanding at January 1, 2005 and January 3, 2004.

Golfsmith International, Inc.

     Prior to the merger on October 15, 2002, Golfsmith had authorized 20.0 million shares of common stock, par value $.01 per share. Subsequent to the merger on October 15, 2002, the surviving operating entity Golfsmith is authorized to issue 100 shares of its $.01 par value common stock. All 100 shares were issued and outstanding as of January 1, 2005 and January 3, 2004. Holdings, the parent of Golfsmith, holds all of Golfsmith’s outstanding common stock.

Dividends

     Golfsmith declared and paid cash dividends of $3.5 million in the period from December 30, 2001 through October 15, 2002 to all common shareholders on the date of record. Holdings has not declared or paid any dividends.

Capital Shares Reserved For Issuance

     At January 1, 2005, the Company has reserved the following shares of common stock for issuance:

         
Stock options
    2,850,000  
Restricted stock units
    755,935  
Additional authorized common shares
    14,799,468  
 
     
Total unissued authorized common shares
    18,405,403  
 
     

13. Restricted Stock Units

     In October 2002, concurrent with the merger transaction between Holdings and Golfsmith, Holdings awarded restricted stock units of Holdings’ common stock to eligible employees of Golfsmith and its subsidiaries. The stock units are granted with certain restrictions as defined in the agreement. There were 755,935 outstanding shares of restricted stock units at January 1, 2005 and January 3, 2004 with a value of $2.3 million at each such date.

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     The restricted stock units are fully vested at the grant date and are held in an escrow account. The stock units become available to the employees as the restrictions lapse. In general, the restrictions lapse after ten years unless the occurrence of certain specified events, upon which the restrictions will lapse earlier.

14. Stock Option Plan

Golfsmith International, Inc. 1997 Incentive Plan

     For all periods prior to the merger date of October 15, 2002, Golfsmith had a stock incentive plan (the “1997 Incentive Plan”) covering 2.8 million shares of Golfsmith common stock. Options to acquire 0.22 million shares of stock were granted during the period from December 30, 2001 through October 15, 2002. The exercise price of the options granted was equal to the value of Golfsmith’s common stock on the grant date. All outstanding options vested on the merger date, and were either canceled in exchange for the right to receive cash or surrendered in exchange for stock units as part of the merger transaction discussed in Note 2. The plan was then terminated.

     A summary of the Company’s stock option activity and related information for the 1997 Incentive Plan through the Plan’s termination date of October 15, 2002 follows:

                 
            Weighted Average  
    Options     Exercise Price  
Outstanding at December 29, 2001 (Predecessor)
    1,834,007     $ 4.45  
Granted
    230,120       6.55  
Repurchased in connection with merger
    (1,673,838 )     4.43  
Forfeited
    (390,289 )     4.54  
 
           
Outstanding at October 15, 2002 (Predecessor)
        $  
 
           

     Of the 1.7 million options that vested on the merger date, 612,201 options with a value of $2.5 million were surrendered in exchange for stock units entitling the holder thereof to 839,268 shares of common stock of Holdings as part of the merger transaction discussed in Note 2.

     Cash consideration of $7.4 million was paid to option holders in exchange for the cancellation of fully vested outstanding options concurrent with the merger on October 15, 2002 discussed in Note 2.

Golfsmith International Holdings, Inc. 2002 Incentive Stock Plan

     In October 2002, Holdings adopted the 2002 Incentive Stock Plan (the “2002 Plan”). Under the 2002 Plan, certain employees, members of the Board of Directors and third party consultants may be granted options to purchase shares of Holdings common stock, stock appreciation rights and restricted stock grants (collectively referred to as “options”). The exercise price of the options granted was equal to the value of Golfsmith’s common stock on the grant date. Options are exercisable and vest in accordance with each option agreement. The term of each option is no more than ten years from the date of the grant. There were 2,850,000 shares authorized under the 2002 Plan at January 1, 2005, of which 624,000 are available for future grant.

     A summary of the Company’s stock option activity and related information for the 2002 Plan through January 1, 2005 follows:

                         
            Range of Exercise     Weighted Average  
    Options     Prices     Exercise Price  
Outstanding at October 16, 2002 (Successor)
        $     $  
Granted
        $     $  
Exercised
        $     $  
Forfeited
        $     $  
 
                 
Outstanding at December 28, 2002
        $     $  
Granted
    1,840,500     $ 3.00     $ 3.00  
Exercised
        $     $  
Forfeited
    (113,000 )   $ 3.00     $ 3.00  
 
                 
Outstanding at January 3, 2004
    1,727,500     $ 3.00     $ 3.00  
 
                 
Granted
    741,500     $ 3.85     $ 3.85  
Exercised
        $     $  
Forfeited
    (243,000 )   $ 3.00 – 3.85     $ 3.05  
 
                 
Outstanding at January 1, 2005
    2,226,000     $ 3.00 – 3.85     $ 3.28  
 
                 

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     Options become exercisable as they vest. At January 1, 2005, no options were vested or exercisable. At January 1, 2005, the weighted-average remaining contractual life of outstanding options was 8.9 years.

Fair Value Disclosures

     Pro forma information regarding net income (loss) per share is required by SFAS No. 123 and has been determined as if the Company had accounted for its employee stock plans under the fair value method of that Statement. Fair value was determined using the minimum value option-pricing model with a volatility factor near zero as the Company’s shares are not publicly traded, with the following assumptions:

                           
    Successor       Predecessor  
                      Period from  
                      December 30,  
    Fiscal Year     Fiscal Year       2001  
    Ended     Ended       through  
    January 1,     January 3,       October 15,  
    2005     2004       2002  
Risk-free interest rate
    4.0 %     4.0 %       2.0 %
Weighted-average expected life of the options (years)
    7.00       7.00         5.77  
Dividend rate
    0.0 %     0.0 %       0.0 %
Weighted-average fair value of options granted
                       
Exercise price equal to fair value of stock on date of grant
  $ 0.94     $ 0.73       $ 0.71  

     For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting period. The Company’s pro forma information is disclosed in Note 1. There were no outstanding stock options during the period from October 15, 2002 through December 28, 2002.

     Option valuation models incorporate highly subjective assumptions. Because changes in the subjective assumptions can materially affect the fair value estimate, the existing models do not necessarily provide a reliable single measure of the fair value of Golfsmith’s employee stock options. Because, for pro forma disclosure purposes, the estimated fair value of Golfsmith’s employee stock options is treated as if amortized to expense over the options’ vesting period, the effects of applying SFAS No. 123 for pro forma disclosures are not necessarily indicative of future amounts.

Deferred Stock Compensation

     Golfsmith recorded deferred interest expense of $194,622 for options issued to a non-employee creditor during fiscal year 2000. The deferred charge was being amortized to interest expense over the remaining five-year term of the related senior subordinated note. For the period from December 30, 2001 through October 15, 2002, $30,284 was charged to interest expense relating to this option grant. On October 15, 2002, immediately prior to the merger transaction discussed in Note 2, the remaining unamortized deferred charge of $106,906 was recorded as a loss on the extinguishment of the senior subordinated note discussed in Note 5.

     Due to the decline in the fair market value of Golfsmith’s common stock, the Board of Directors authorized Golfsmith to reprice stock options granted to employees and officers with exercise prices in excess of the fair market value on July 11, 2000. Stock options held by optionees other than non-employees, which were granted under the incentive stock plans and which had an exercise price greater than $4.00 per share, were amended to reduce their exercise price to $4.00 per share, which was the fair market value of Golfsmith’s common stock on July 11, 2000. No other terms were changed. Options to purchase a total of 1,716,780 shares of common stock with a weighted average exercise price of $13.94 were repriced.

     Under FASB Interpretation No. 44, these repriced options require variable accounting treatment until exercised or expired. Golfsmith recorded deferred compensation of $4,116,741 related to the repriced options during the period from December 30, 2001 through October 15, 2002. The deferred charge was being amortized over the average remaining life of the repriced options. For the period from December 30, 2001 through October 15, 2002, Golfsmith amortized $6,033,273 (including all remaining amounts as of the merger date) to compensation expense related to these repriced options. There was no remaining deferred compensation relating to these repriced options subsequent to October 15, 2002 as all remaining historical Golfsmith options vested and were either canceled in exchange for the right to receive cash or surrendered in exchange for stock units as part of the merger transaction discussed in Note 2.

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15. Income Taxes

     During the period ending October 15, 2002, Golfsmith and its subsidiaries had elected to be treated as a S Corporation under Subchapter S of the Internal Revenue Code of 1986, as amended. As such, federal income taxes were the responsibility of the individual stockholders. Accordingly, no provision for U.S. federal income taxes was included in the financial statements. However, certain foreign and state taxes were incurred and were recorded as income tax expense for these periods. Concurrent with the merger transaction with Holdings (see Note 2) on October 15, 2002, Golfsmith’s Subchapter S status was terminated and the Company became subject to corporate income taxes.

     Significant components of the income tax provision (benefit) attributable to continuing operations are as follows:

                                   
    Successor       Predecessor  
                    For the       For the  
                    Period from       Period from  
                    October 16,       December 30,  
    Fiscal Year     Fiscal Year     2002       2001  
    Ended     Ended     through       through  
    January 1,     January 3,     December 28,       October 15,  
    2005     2004     2002       2002  
Current:
                                 
Federal
  $     $     $       $  
State
    120,650       60,000               392,019  
Foreign
    139,978       404,983               316,355  
 
                         
Total Current
    260,628       464,983               708,374  
 
                                 
Deferred:
                                 
Federal
    3,824,628       165,378       (581,615 )        
State
    337,468       14,592       (51,319 )        
Foreign
                         
 
                         
Total deferred
    4,162,096       179,970       (632,934 )        
 
                                 
Income tax provision (benefit)
  $ 4,422,724     $ 644,953     $ (632,934 )     $ 708,374  
 
                         

     The Company’s provision (benefit) for income taxes differs from the amount computed by applying the statutory rate to income from continuing operations before taxes as follows:

                                   
    Successor       Predecessor  
                    For the       For the  
                    Period from       Period from  
    Fiscal     Fiscal     October 16,       December 30,  
    Year     Year     2002       2001  
    Ended     Ended     through       through  
    January 1,     January 3,     December 28,       October 15,  
    2005     2004     2002       2002  
Income Tax at U.S. statutory rate
    (34.0 )%     34.0 %     (34.0 )%       (34.0 )%
State taxes, net of federal income tax
    23.9 %     3.3 %     (3.0 )%       14.2 %
Foreign income taxes
    42.0 %     0.0 %     0.0 %       11.5 %
Permanent differences and other
    2.4 %     0.4 %     0.1 %       0.1 %
Unbenefitted amounts
    0.0 %     0.0 %     17.0 %       0.0 %
Change in valuation allowance
    1,294.2 %     0.0 %     0.0 %       0.0 %
S Corporation income not subject to tax
    0.0 %     0.0 %     0.0 %       34.0 %
 
                         
Income tax provision (benefit)
    1,328.5 %     37.7 %     (19.9 )%       25.8 %
 
                         

     Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes as of January 1, 2005 and January 3, 2004 are as follows:

                 
    Successor  
    At January 1,     At January 3,  
    2005     2004  
Deferred tax assets:
               
Accrued expenses and other
  $ 515,906     $ 76,306  
Inventory basis
    1,078,311       931,272  

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    Successor  
    At January 1,     At January 3,  
    2005     2004  
Depreciable/amortizable assets
          1,115,712  
Federal tax carryforwards
    2,808,398       1,608,462  
Reserves and allowances
    603,733       430,344  
 
           
Total deferred tax assets
    5,006,348       4,162,096  
Valuation allowance for deferred tax assets
    4,308,362        
 
           
Net deferred tax assets
    697,986       4,162,096  
 
           
 
               
Deferred tax liabilities:
               
Depreciable/amortizable assets
    697,986        
 
           
Total deferred tax liabilities
    697,986        
 
           
 
               
Net deferred tax assets
  $     $ 4,162,096  
 
           

     The Company has established a valuation allowance equal to the net deferred tax assets due to uncertainties regarding the realization of deferred tax assets primarily based on the Company’s cumulative loss position over the past three years.

     As of January 1, 2005, the Company had federal net operating loss carryforwards of approximately $6.1 million. The net operating loss carryforwards will begin expiring in 2022 if not utilized. In addition, the Company has foreign tax credits of approximately $0.5 million that will begin expiring in 2008 if not utilized.

16. Foreign and Domestic Operations

     The Company has operated in foreign and domestic regions. Information about these operations is presented below:

                                   
    Successor       Predecessor  
                    For the       For the  
                    Period from       Period from  
                    October 16,       December 30,  
    Fiscal Year     Fiscal Year     2002       2001  
    Ended     Ended     through       through  
    January 1,     January 3,     December 28,       October 16,  
    2005     2004     2002       2002  
Net revenues:
                                 
North America
  $ 289,619,500     $ 251,910,857     $ 37,147,135       $ 175,392,971  
International
    6,582,649       5,833,923       683,405         4,922,192  
Operating profit (loss):
                                 
North America
    9,431,519       11,231,351       (1,326,480 )       8,077,197  
International
    249,940       1,430,445       337,138         568,112  
Income (loss) from continuing operations before income taxes:
                                 
North America
    (639,654 )     288,070       (3,490,820 )       (3,713,625 )
International
    306,762       1,421,147       311,885         958,283  
Identifiable assets:
                                 
North America
    190,670,456       177,023,613       158,455,118         148,930,430  
International
    2,470,625       2,303,100       1,555,754         2,104,283  

17. Valuation and Qualifying Accounts

                                 
            Amounts              
            Charged to              
    Balance at     Net Income     Write-offs     Balance at  
    Beginning of     (Loss), Net     Against     End of  
    Period     of Recoveries     Reserves     Period  
Inventory reserve:
                               
Fiscal year ended January 1, 2005
  $ 821,618     $ 2,759,188     $ (2,195,156 )   $ 1,385,650  
Fiscal year ended January 3, 2004
    818,816       1,688,193       (1,685,391 )     821,618  
Period from October 16, 2002 through December 28, 2002 (Successor)
    1,219,373       (58,852 )     (341,705 )     818,816  
Period from December 30, 2001 through October 15, 2002 (Predecessor)
    1,555,107       1,253,856       (1,589,590 )     1,219,373  
Allowance for sales returns:
                               
Fiscal year ended January 1, 2005
    1,357,173       10,358,365       (10,389,144 )     1,326,394  

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            Amounts              
            Charged to              
    Balance at     Net Income     Write-offs     Balance at  
    Beginning of     (Loss), Net     Against     End of  
    Period     of Recoveries     Reserves     Period  
Fiscal year ended January 3, 2004
    1,098,029       8,111,425       (7,852,281 )     1,357,173  
Period from October 16, 2002 through December 28, 2002 (Successor)
    1,116,480       640,592       (659,043 )     1,098,029  
Period from December 30, 2001 through October 15, 2002 (Predecessor)
    1,220,584       4,240,901       (4,345,005 )     1,116,480  
Allowance for doubtful accounts:
                               
Fiscal year ended January 1, 2005
    176,667       85,487       (100,316 )     161,838  
Fiscal year ended January 3, 2004
    242,643       157,717       (223,693 )     176,667  
Period from October 16, 2002 through December 28, 2002 (Successor)
    403,088       (94,905 )     (65,540 )     242,643  
Period from December 30, 2001 through October 15, 2002 (Predecessor)
    1,107,321       27,057       (731,290 )     403,088  

18. Consolidated Quarterly Financial Information (Unaudited)

                                         
    Successor  
    First     Second     Third     Fourth     Full  
Fiscal 2004(1)   Quarter     Quarter     Quarter     Quarter     Year  
Net revenues
  $ 65,782,039     $ 96,943,734     $ 73,895,536     $ 59,580,840     $ 296,202,149  
Gross profit
    22,975,182       33,374,179       24,516,783       20,321,426       101,187,570  
Income (loss) from continuing operations
    (202,961 )     2,265,194       535,655       (7,353,504 )     (4,755,616 )
Net income (loss)
    (202,961 )     2,265,194       535,655       (7,353,504 )     (4,755,616 )
                                         
    Successor  
    First     Second     Third     Fourth     Full  
Fiscal 2003(1)   Quarter     Quarter     Quarter     Quarter     Year  
Net revenues
  $ 45,830,119     $ 79,256,107     $ 71,140,692     $ 61,517,862     $ 257,744,780  
Gross profit
    14,857,776       25,803,489       23,360,471       22,639,934       86,661,670  
Income (loss) from continuing operations
    (1,217,403 )     2,221,214       1,011,809       (951,356 )     1,064,264  
Net income (loss)
    (1,217,403 )     2,221,214       1,011,809       (951,356 )     1,064,264  


(1)   Fiscal 2004 consists of a 52-week period. Fiscal 2003 consists of a 53-week period. Week 53 occurred in the fourth quarter of fiscal 2003.

19. Related Party Transactions

     In October 2002, the Company entered into an agreement with its majority stockholder whereby the Company pays a management fee expense of $600,000 per year, plus out of pocket expenses, to this majority stockholder of the Company. During the fiscal years ended January 1, 2005 and January 3, 2004 and during the period from October 16, 2002 through December 28, 2002, the Company paid approximately $631,000, $812,000 and $150,000, respectively, to this majority stockholder under this agreement. These amounts are recognized in the consolidated statement of operations in the selling, general and administrative expense line item. As of January 1, 2005 and January 3, 2004, the Company did not have any material amounts payable to this majority stockholder.

     On May 28, 2003, the Company issued 83,333 shares of its common stock to one of the Company’s directors, for an aggregate purchase price of $249,999, or $3.00 per share.

     On July 24, 2003, in conjunction with the Company’s acquisition of Sherwood, the Company’s majority stockholder, purchased 1,427,623 shares of the Company’s common stock for an aggregate purchase price of $4.3 million. Also on July 24, 2003, in conjunction with the Company’s acquisition of Sherwood, a director of the Company purchased 5,710 shares of the Company’s common stock for an aggregate purchase price of approximately $17,000.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

     None.

Item 9A. Controls and Procedures

     Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to our company, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer, as appropriate to allow timely decisions regarding required disclosure.

     Internal Control over Financial Reporting. During the three months ended January 1, 2005, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

     None.

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PART III

Item 10. Directors and Executive Officers of the Registrant

The following table sets forth information regarding our executive officers and directors as of April 1, 2005.

             
Name   Age   Position
James D. Thompson
    42     Chief Executive Officer, President and Director
Virginia Bunte
    39     Vice President — Chief Financial Officer and Treasurer
Kenneth Brugh
    54     Vice President — Retail and Real Estate
Fred Quandt
    35     Vice President — Merchandising
Kiprian Miles
    43     Vice President — Chief Information Officer
Jeff Sheets
    45     Vice President — Research and Development
Matthew Corey
    38     Vice President — Marketing
Jerry Dent, Jr.
    39     Vice President — Supply Chain
Romi Bodin
    40     Vice President — Store Development
Daniel Stevens
    54     Vice President — Store Operations and Guest
          Experience
James Grover
    33     Vice President, Secretary and Director
Noel Wilens
    42     Vice President and Director
Charles Shaw
    71     Chairman of the Board
Roberto Buaron
    58     Director
Thomas G. Hardy
    59     Director
James Long
    62     Director
Carl Paul
    65     Director

     James D. Thompson became our chief executive officer, president and a director upon completion of the merger. Prior to that, Mr. Thompson was our senior vice president from September 2000 until the merger. From August 1999 to September 2000, Mr. Thompson was vice president of merchandising, and from January 1999 to August 1999 he was director of brand management. From 1998 to 1999, Mr. Thompson was responsible for home computing products for Circuit City. From 1995 to 1998, Mr. Thompson served as senior director, business solutions and in other management positions for CompUSA. From July 1993 until joining CompUSA in 1995, Mr. Thompson was vice president of merchandising for Mr. Bulky Gifts and Treats, a shopping mall-based candy store. From January 1986 to July 1993, he served as national merchant and in other management positions for Highland Superstores.

     Virginia Bunte joined us in 1995 and has been our treasurer and chief financial officer since January 2003. From 1995 to 2003, Ms. Bunte served in positions for Golfsmith including assistant controller, controller and vice president of finance.

     Kenneth Brugh joined us in 1981 and has been our vice president of retail and real estate since November 2004. Prior to that, Mr. Brugh was vice president of operations from October 2002 until November 2004. From 1981 to 2002, Mr. Brugh served in several positions with us including vice president, general manager and sales associate.

     Fred Quandt joined us in 1995 and has been our vice president of merchandising since October 2002. From 1995 until the merger, Mr. Quandt served as director of merchandising and divisional merchandise manager and in various other merchandising positions for us.

     Kiprian Miles joined us in October 2002 as our vice president and chief information officer. From April 1999 until June 2002, Mr. Miles was responsible for technology decisions, information infrastructure and marketing and sales support systems as vice president, marketing systems and chief architect, at Office Depot, Inc. From August 1997 to April 1999, Mr. Miles was chief architect at Alcoa Inc., where he was responsible for developing and managing the technology infrastructure.

     Jeff Sheets has been our vice president of research and development since April 2002. From June 1999 until April 2002, he was responsible for product development at Wilson Sporting Goods. Mr. Sheets served as director of research and development for Spalding/Ben Hogan from July 1995 until February 1999 and for Founders Club from May 1991 until July 1995. Mr. Sheets initially began his golf career in October 1988 working on the PGA Tour as a fitting specialist equipment fittings and equipment technician for Brunswick Golf (now Royal Precision) and Founders Club until he moved into research and development.

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     Matthew Corey joined us in November 2004 as our vice president of marketing. Prior to joining us, Mr. Corey served as vice president of marketing and e-commerce for The Bombay Company from April 2002 until November 2004, senior manager of marketing and operations, business development strategy and partnerships for The Home Depot, Inc. from October 1999 until February 2002 and served as analyst and manager of marketing and advertising for BellSouth Corporation from May 1997 until October 1999.

     Jerry Dent, Jr. joined us in June 2004 as our vice president of supply chain. Prior to joining us, Mr. Dent served as a supply chain strategist for The Home Depot, Inc. from November 2002 until June 2004, vice president of dedicated operations for USCO Logistics from November 2000 until November 2002, vice president of operations for Penske Logistics from February 1997 until March 2000 and a facility production manager for General Electric Motors from January 1995 until February 1997.

     Romi Bodin joined us in 1996 and has been our vice president of store development since February 2004. From 1996 to 2004, Ms. Bodin served as a regional manager and general manager in our store operations.

     Daniel Stevens joined us in April 2002 and has been our vice president of store operations and guest experience since November 2004. From April 2002 to November 2004, Mr. Stevens served as a regional manager in our store operations. Prior to joining us, Mr. Stevens served as district manager for Babies “R” Us from June 1997 to April 2002 and district manager for Office Depot from May 1990 to June 1997.

     James Grover became a vice president and a director upon the completion of the merger. Mr. Grover has been a principal at First Atlantic since May 2004, and prior to that served as a vice president with First Atlantic from August 2000 until May 2004 and as an associate with First Atlantic from July 1998 until August 2000. Prior to joining First Atlantic in 1998, Mr. Grover was an associate and business analyst at New York Consulting Partners, Inc.

     Noel Wilens became a vice president and a director upon the completion of the merger. Mr. Wilens has been a managing director at First Atlantic since May 2004. From May 2001 until May 2004, he was a principal at First Atlantic. From October 1995 until May 2001, Mr. Wilens was a general partner of Bradford Equities Fund, L.L.C., a New York-based private equity firm focused on the acquisition of small and medium size U.S. industrial manufacturers and distributors. Mr. Wilens was a principal of The Invus Group, Ltd., a private equity firm specializing in food industry acquisitions on behalf of European investors, from June 1987 until October 1995.

     Charles Shaw became a director upon the completion of the merger. Mr. Shaw has been a managing director at First Atlantic since 2001. From 1997 to December 2000, Mr. Shaw was a senior advisor to First Atlantic. He was a senior partner at McKinsey & Company, Inc. for twenty-five of his thirty-five year tenure which ended in 2000. In addition to consulting with many Fortune 500 companies and their international equivalents, Mr. Shaw served on McKinsey’s board for eighteen years and had a variety of management positions worldwide. Also, he was deeply involved in investment activities at McKinsey as a trustee of the profit sharing retirement plan and as a member of the investment committee.

     Roberto Buaron became a director upon the completion of the merger. Mr. Buaron has been the chairman and chief executive officer of First Atlantic since he founded the firm in 1989. From 1986 to 1989 Mr. Buaron was a senior partner with Overseas Partners Inc., a firm which invested international funds in leveraged buyouts in the United States. From 1983 to 1986, Mr. Buaron was a first vice president of First Century, Inc., and a general partner of its venture capital affiliate, First Century Partnership. Prior to joining First Century, Mr. Buaron was a partner of McKinsey & Company, Inc. During his nine-year tenure at McKinsey, Mr. Buaron counseled senior management at a number of Fortune 500 companies on improving their strategic position and operating performance.

     Thomas G. Hardy became a director upon the completion of the merger. Mr. Hardy has been vice chairman of OR International, a developer of specialty surgical hospitals, since May 2002, a Member of the Advisory Board of Main Street Resources, a private equity fund specializing in mid-sized management buy-outs, a member of the board of directors of Aesthera Corporation, a start-up laser company targeting the aesthetic market, since June 2004 and was a founder of and has been a manager of Conservation Securities, a fund-of-funds which invests with hedge funds, since 1995. Mr. Hardy was a founder of Trans- Resources, Inc., a multinational manufacturer and distributor of industrial and organic chemicals, in 1985 and served as the president and chief operating officer of Trans-Resources, Inc. from 1993 to 2000. From 1969 to 1984, Mr. Hardy was a partner with McKinsey & Company, Inc.

     James Long became a director upon the completion of the merger. Mr. Long has been a managing director at First Atlantic since 1991. Prior to joining First Atlantic, Mr. Long was a managing director at Kleinwort Benson North America during 1990. From 1975 to 1989, Mr. Long was an executive vice president of mergers, acquisitions and strategic planning at Primerica

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Corporation (formerly American Can Company). From 1970 to 1975, Mr. Long was director of acquisitions for The Sperry and Hutchinson Company.

     Carl Paul founded Golfsmith in 1967. He has been a director since completion of the merger. Mr. Paul was chairman of the board and chief executive officer of Golfsmith from 1967 until the merger.

     All executive officers are appointed by our board of directors and serve until their successors have been appointed or until they are removed by a majority vote of the board of directors. Each director is elected for a one-year term by a majority vote of our stockholders at the annual statutory stockholder meeting, or until his successor is duly elected.

Board Composition

     Our board of directors is comprised of eight directors. Pursuant to a stockholders agreement, which is described under “Related Party Transactions—Stockholders Agreement,” certain of our stockholders have the right to elect one person to our board of directors for so long as Carl Paul, Frank Paul and their families own more than 50% of the shares of our common stock that they received upon the closing of the merger. Mr. Carl Paul is that director. In addition, pursuant to the stockholders agreement, Atlantic Equity Partners III is entitled to nominate all other directors to fill the remaining board seats so long as it owns at least 25% of our voting stock.

Audit Committee

     Our audit committee makes recommendations to our board of directors regarding the selection of independent auditors, reviews the scope of audit and other services by our independent auditors, reviews the accounting principles and auditing practices and procedures to be used for our financial statements and reviews the results of those audits. The members of our audit committee are James Grover and Thomas Hardy. Because none of our securities are listed on a national securities exchange or market, we are not required to have an audit committee financial expert (as such term is defined by the rules and regulations of the SEC) serve on our audit committee. Neither of the current members of our audit committee is an audit committee financial expert.

Code of Ethics for Senior Executives and Financial Officers

     We have adopted the revised Golfsmith International Holdings, Inc. Code of Ethics for Senior Executives and Financial Officers, which replaces our existing Code of Ethics for Senior Executives and Financial Officers. Our Code of Ethics for Senior Executives and Financial Officers is applicable to our senior executive officers, including our chief executive officer, chief financial officer, controller and all vice presidents. We have filed a copy of our new Code of Ethics for Senior Executives and Financial Officers as an exhibit to this Annual Report on Form 10-K.

Code of Business Conduct and Ethics

     We have adopted the revised Golfsmith International Holdings, Inc. Code of Business Conduct and Ethics, which replaces our existing Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics is applicable to all employees, including directors and officers. We have filed a copy of our new Code of Business Conduct and Ethics as an exhibit to this Annual Report on Form 10-K.

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Item 11. Executive Compensation

Director Compensation

     Each of our directors who is not an officer and who is affiliated with First Atlantic receives reimbursement of reasonable and necessary costs and expenses incurred due to attendance of board meetings. Our outside director who is not one of our officers and is not affiliated with First Atlantic receives, in addition to reimbursement of reasonable and necessary costs and expenses incurred, a fee of $5,000 for each regular and special meeting of the board that he attends.

Executive Compensation

     The following table sets forth information concerning the compensation paid to our chief executive officer and our four other most highly compensated executive officers for the fiscal years 2002, 2003, and 2004. Our chief executive officer and such other executive officers are collectively referred to as the “named executive officers.”

Summary Compensation Table

                                                                 
                                            Long-Term Compensation        
            Annual Compensation     Restricted     Securities        
                                    Other Annual     Stock     Underlying     All Other  
Name and Principal Position         Year     Salary     Bonus     Compensation(1)     Awards(2)     Options (#)(3)     Compensation(4)  
James D. Thompson(5)
            2004     $ 325,654     $     $ 3,637                 $  
President and Chief Executive Officer
            2003       297,000       55,000       3,561             400,000        
 
            2002       212,231       50,000       4,589     $ 449,250 (6)     50,000       519,650  
Kenneth Brugh
            2004       207,692                                
Vice President —
            2003       200,000       24,750                   90,000        
Retail and Real Estate
            2002       200,000       48,404             384,300 (7)           786,900  
Virginia Bunte(8)
            2004       187,512             5,407                    
Vice President — Chief Financial Officer
            2003       159,808       20,000       5,585             90,000        
 
            2002       91,358       18,578       3,303       37,689 (9)     5,000       124,463  
Kiprian Miles(10)
            2004       181,731             5,250                    
Vice President — Chief
            2003       175,000             2,423             90,000        
Informational Officer
            2002       23,558       50,000                          
Fred Quandt(11)
            2004       167,981             3,624                    
Vice President —
            2003       125,000       11,000       3,168             90,000        
Merchandising
            2002       109,237       5,000       2,570       36,564 (12)           119,687  


(1)   Amounts represent matching contributions made by us under our Retirement Savings Plan.
 
(2)   Represents the dollar value of equity units which entitle the holder thereof to shares of our common stock. These equity units were issued in connection with the merger in October 2002 in exchange for the surrender of then-outstanding options. The holders of equity units are not entitled to any cash dividends paid on our common stock, but the number of equity units is subject to equitable adjustment in the event of a stock split and other corporate events affecting our common stock.
 
(3)   In connection with the merger, all existing options, including those listed in this column for 2002, vested and were either canceled in exchange for the right to receive cash or surrendered in exchange for equity units entitling the holder thereof to shares of our common stock. Amounts for fiscal 2003 represent grants of options to purchase shares of our common stock under the Golfsmith International Holdings, Inc. 2002 Incentive Stock Plan.
 
(4)   Represents cash received as consideration for the cancellation of options in connection with the merger in October 2002.
 
(5)   Mr. Thompson became our chief executive officer and president upon completion of the merger in October 2002.
 
(6)   Mr. Thompson holds 149,750 equity units entitling him to 149,750 shares of our common stock with a value at January 1, 2005 of $576,537.
 
(7)   Mr. Brugh holds 128,100 equity units entitling him to 128,100 shares of our common stock with a value at January 1, 2005 of $493,185.

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(8)   Ms. Bunte became our chief financial officer in January 2003. Prior to that, Ms. Bunte was our vice president of finance.
 
(9)   Ms. Bunte holds 12,563 equity units entitling her to 12,563 shares of our common stock with a value at January 1, 2005 of $48,368.
 
(10)   Mr. Miles became our vice president and chief information officer in October 2002.
 
(11)   Mr. Quandt became our vice president of merchandising in October 2002. Prior to that, Mr. Quandt was our director of merchandising and divisional merchandise manager.
 
(12)   Mr. Quandt holds 12,188 equity units entitling him to 12,188 shares of our common stock with a value at January 1, 2005 of $46,924.

Option Grants in Fiscal 2004

     There were no stock options granted to our named executive officers during fiscal 2004.

Aggregate Option Exercises in Fiscal 2004 and Fiscal Year-End Option Values

     No options were exercised by the named executive officers in fiscal 2004 or since the inception of the 2002 Incentive Stock Plan and all options listed below remain outstanding as of January 1, 2005. In accordance with each individual optionee’s vesting schedule, no options were exercisable as of January 1, 2005. All options vest over a seven-year period in increments depending on our financial performance. After seven years, all options become vested for optionees then employed by us. The following table sets forth information concerning the number of unexercised options with respect to the named executive officers as of January 1, 2005. There is no established public trading market for any class of our common equity. As of January 1, 2005, the fair market value of the underlying stock equals the exercise price of the respective stock options.

                 
    Number of Securities  
    Underlying Unexercised  
    Options at January 1, 2005  
Name   Exercisable     Unexercisable  
James D. Thompson
          400,000  
Kenneth Brugh
          90,000  
Virginia Bunte
          90,000  
Kiprian Miles
          90,000  
Fred Quandt
          90,000  

Employment Agreements

     We have entered into the employment agreements described below.

     Under Mr. Thompson’s employment agreement entered into in October 2002, Mr. Thompson is our president and chief executive officer and his base salary was $297,000 for fiscal 2003 and $325,000 for fiscal 2004 with a possible annual bonus calculated based upon attainment of financial targets for that fiscal year. Mr. Thompson receives stock options in our parent company at the discretion of our board of directors and subject to the terms and conditions of our 2002 Incentive Stock Plan described below. The initial term of Mr. Thompson’s employment agreement is three years, with automatic successive one-year extensions unless terminated by either party. If Mr. Thompson is terminated without cause, or he resigns for good reason, he will be entitled to receive his earned but unpaid base salary plus 100% of his current total annual base salary and the earned bonus for the year of termination. Should Mr. Thompson’s employment be terminated for cause, or if he resigns without good reason, he will have the right to receive only his earned but unpaid salary up to the date of termination.

     Under Ms. Bunte’s agreement entered into in January 2003, Ms. Bunte is our chief financial officer and her base salary was $165,000 for fiscal 2003 and $181,500 for fiscal 2004 with an annual bonus based upon attainment of financial targets for that fiscal year. Ms. Bunte receives stock options in our parent company at the discretion of our board of directors, subject to the terms and conditions of our 2002 Incentive Stock Plan described below. The initial term of Ms. Bunte’s employment agreement was one

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year, with automatic successive one-year extensions unless terminated by either party. If Ms. Bunte is terminated without cause, or she resigns for good reason, she will be entitled to receive her earned but unpaid base salary plus 100% of her current total annual base salary and the earned bonus for the year of termination. Should Ms. Bunte’s employment be terminated for cause, or if she resigns without good reason, she will have the right to receive only her earned but unpaid salary up to the date of termination.

     Under the employment agreements for Carl Paul, one of our directors and a stockholder, and Frank Paul, one of our stockholders, each currently receives a base salary of $26,000 per year, with no provision for bonus payments. Each acts as a senior advisor to Golfsmith’s Golf Club Components Division and renders services on an “as needed” basis, as mutually agreed upon by the parties. The initial term of each of the agreements was one year, with automatic successive one-year extensions unless terminated by either party. The board of directors may terminate the employment of Carl Paul or Frank Paul at any time, with or without cause, and either may resign from his position at any time. Upon termination or resignation of either Carl Paul or Frank Paul, or both, we are only obligated to pay any earned but unpaid salary, if any, up to the date of termination.

2004 Management Incentive Plan

     In 2004, we established our 2004 Management Incentive Plan under which we agreed to pay specified bonuses to eligible management employees based upon their individual and company-wide performance. The bonuses are payable within 90 days of the end of the applicable measurement period.

2002 Incentive Stock Plan

     Subsequent to the merger, we adopted a new stock option plan, the 2002 Incentive Stock Plan. Our 2002 Incentive Stock Plan provides for the grant of incentive stock options to our employees and nonstatutory stock options, stock grants and stock appreciation rights to our employees, directors and consultants. An aggregate of 2.85 million shares of the common stock of Holdings has been reserved for issuance under this plan.

     Our board of directors or the compensation committee of our board of directors administers the plan and determines the terms of options, stock grants and stock appreciation rights, including the exercise price, the stock appreciation rights’ value, the number of shares subject to individual option awards, stock grants and stock appreciation rights, the vesting period of options, the exercise period for any stock appreciation rights and the conditions on any stock grant. The exercise price of nonstatutory options will be determined by the compensation committee. The exercise price of incentive stock options cannot be lower than 100% of the fair market value of our common stock on the date of grant and, in the case of incentive stock options granted to holders of shares representing more than 10% of our voting power, not less than 110% of the fair market value. The value of stock appreciation rights cannot be less than fair market value. The term of an incentive stock option cannot exceed 10 years, and the term of an incentive stock option granted to a holder of more than 10% of our voting power cannot exceed five years. The exercise period for a stock appreciation right cannot exceed ten years.

     Options, stock grants and stock appreciation rights granted under the plan will accelerate and become fully vested in the event we are acquired or merge with another company. Under the plan, our board of directors will not be permitted, without the adversely affected optionee’s or grantee’s prior written consent, to amend, modify or terminate our stock plan if the amendment, modification or termination would impair the rights of optionees or grantees. The plan will terminate in 2012 unless terminated earlier by our board of directors.

401(k) Plan

     We have a retirement savings plan which permits eligible employees to make contributions to the plan on a pretax basis in accordance with the provisions of Section 401(k) of the Internal Revenue Code. For employees that satisfy certain eligibility requirements, we make a matching contribution of 50% of the employee’s pretax contribution, up to 6% of the employee’s compensation, in any calendar year.

Severance Pay Plan

     On August 15, 2004, we established a plan to provide severance benefits to our employees should their employment with us be terminated without cause and unrelated to a sale of a division or subsidiary (unless he or she had no reasonable opportunity to continue being employed by such division or subsidiary after such sale), or as otherwise determined by the committee administering the plan. Under the terms of the plan, an employee is entitled to an amount which is calculated based upon his or her:

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  •   current level of employment (vice president, director or manager, or other full time employee);
 
  •   current salary; and
 
  •   length of service with us.

     The plan is administered by a severance pay plan committee appointed by our chief executive officer. This committee determines eligibility for severance benefits, including determination of employment status and length of service. The committee may also amend the terms of the severance plan or terminate it at any time.

Compensation Committee Interlocks and Insider Participation

     Compensation decisions for executive officers are made by our board of directors and the compensation committee which is composed of Mr. Shaw and Mr. Wilens. The purpose of the compensation committee is to establish and execute compensation policy and programs for our executives and employees. For example, the compensation committee recommends the compensation arrangements for senior management and directors. It also determines the allocation of options to be granted under our stock option plan. Mr. Shaw is a managing director and Mr. Wilens is a principal at First Atlantic, which is a party to the management consulting agreement described more fully in “Related Party Transactions — Management Consulting Agreement.” Mr. Wilens is one of our executive officers, but does not receive any compensation in such capacity.

     Certain key members of our management are employed under employment agreements. You should read the information set forth above under “— Employment Agreements” for a description of these agreements. Directors who are officers, employees or otherwise an affiliate of us receive no compensation for their services as directors.

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     Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     The following table sets forth information regarding the beneficial ownership of our common stock as of April 1, 2005 by:

  •   our named executive officers;
 
  •   each of our directors;
 
  •   all of our executive officers and directors as a group; and
 
  •   each person known to us to be a beneficial owner of more than 5% of the outstanding common stock.

     Beneficial ownership is determined under the rules of the Securities and Exchange Commission. These rules deem common stock subject to options, warrants or rights currently exercisable, or exercisable within 60 days, to be outstanding for purposes of computing the percentage ownership of the person holding the options, warrants or rights or of a group of which the person is a member, but they do not deem such stock to be outstanding for purposes of computing the percentage ownership of any other person or group. All shares indicated below as beneficially owned are held with sole voting and investment power except as otherwise indicated. Certain of our stockholders are parties to a stockholders agreement that contains certain voting agreements. You should read the description of the stockholders agreement set forth under Item 13, “Certain Relationships and Related Transactions” for more information regarding the voting arrangements. Unless otherwise indicated, the address for each stockholder on this table is c/o Golfsmith International, Inc., 11000 N. IH-35, Austin, Texas 78753-3195. As of April 1, 2005, 21,594,597 shares of our common stock were issued and outstanding.

                 
    Shares Beneficially        
Name and Address of Beneficial Owner   Owned     Percent of Class  
Atlantic Equity Partners III, L.P.
    21,594,597 (1)     100.0 %
Carl Paul
    21,594,597 (2)     100.0 %
Franklin Paul
    21,594,597 (3)     100.0 %
Roberto Buaron
    21,594,597 (4)     100.0 %
James D. Thompson
    (5)      
Kenneth Brugh
    (6)      
Viginia Bunte
    (7)      
Kiprian Miles
           
Fred Quandt
    (8)      
Charles Shaw(9)
    (9)      
James Grover(10)
    (9)      
Thomas G. Hardy(11)
    89,043 (10)     *  
James Long(12)
    (11)      
Noel Wilens(13)
    (12)      
All directors and executive officers as a group (18 persons)
    21,594,597       100.0 %


*   Represents less than 1% of the number of outstanding shares.
 
(1)   Includes 3,505,709 shares owned by other stockholders that are subject to the stockholders agreement and attributable to Atlantic Equity Partners III, L.P. Atlantic Equity Partners III disclaims beneficial ownership of these shares. Atlantic Equity Partners III’s address is c/o First Atlantic Capital Ltd., 135 East 57th Street, New York, New York 10022. As described in footnote 4 below, Roberto Buaron, one of our directors, has voting and investment power over the shares of the common stock of Holdings owned by Atlantic Equity Partners III, L.P. In addition, pursuant to the terms of the stockholders agreement, the parties to the stockholders agreement, including Atlantic Equity Partners III, L.P., are required to vote the shares of common stock of Holdings owned by them in favor of the election of one director nominated by Carl Paul, one of our directors, Franklin Paul and their families. As a result, Carl Paul and Franklin Paul may be deemed to exercise voting power over the shares of the common stock of Holdings owned by Atlantic Equity Partners III, L.P.
 
(2)   Includes (i) 2,234,158 shares of common stock and (ii) 19,360,439 shares owned by other stockholders that are subject to the stockholders agreement and attributable to Carl Paul. Carl Paul disclaims beneficial ownership of the shares listed in clause (ii) of the preceding sentence. Does not include equity units held by Mr. Paul which entitle the holder thereof to 39,375 shares of common stock.
 
(3)   Includes (i) 1,182,508 shares of common stock and (ii) 20,412,089 shares owned by other stockholders that are subject to the stockholders agreement and attributable to Franklin Paul. Franklin Paul disclaims beneficial ownership of the shares listed in clause (ii) of the preceding sentence. Does not include equity units held by Mr. Paul which entitle the holder thereof to 39,375 shares of common stock.

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(4)   Includes 18,088,888 shares owned by Atlantic Equity Partners III, L.P. and an additional 3,505,709 shares owned by other stockholders that are subject to the stockholders agreement and attributable to Atlantic Equity Partners III, L.P. Mr. Buaron is the sole member of Buaron Capital Corporation III, LLC. Buaron Capital Corporation III is the managing member of Atlantic Equity Associates III, LLC. Atlantic Equity Associates III, LLC is the sole general partner of Atlantic Equity Associates III, L.P., which is the sole general partner of Atlantic Equity Partners III, L.P. and, as such, exercises voting and investment power over shares of capital stock owned by Atlantic Equity Partners III, L.P., including shares of the common stock of Holdings. Mr. Buaron, as the sole member of Buaron Capital Corporation III, has voting and investment power over, and may be deemed to beneficially own, the shares of the common stock of Holdings owned by Atlantic Equity Partners III, L.P. Mr. Buaron disclaims beneficial ownership of these shares. Mr. Buaron’s address is c/o First Atlantic Capital Ltd., 135 East 57th Street, New York, New York 10022.
 
(5)   Does not include equity units held by Mr. Thompson which entitle the holder thereof to 149,750 shares of common stock.
 
(6)   Does not include equity units held by Mr. Brugh which entitle the holder thereof to 128,100 shares of common stock.
 
(7)   Does not include equity units held by Ms. Bunte which entitle the holder thereof to 12,563 shares of common stock.
 
(8)   Does not include equity units held by Mr. Quandt which entitle the holder thereof to 12,188 shares of common stock.
 
(9)   Mr. Shaw’s address is c/o First Atlantic Capital Ltd., 135 East 57th Street, New York, New York 10022.
 
(10)   Mr. Grover’s address is c/o First Atlantic Capital Ltd., 135 East 57th Street, New York, New York 10022.
 
(11)   Mr. Hardy’s address is 935 Park Avenue, New York, New York 10028.
 
(12)   Mr. Long’s address is c/o First Atlantic Capital Ltd., 135 East 57th Street, New York, New York 10022.
 
(13)   Mr. Wilens’s address is c/o First Atlantic Capital Ltd., 135 East 57th Street, New York, New York 10022.

Equity Compensation Plans

     The following table sets forth information as of January 1, 2005 about our common stock that may be issued under our 2002 Incentive Stock Plan (our only stock compensation plan):

                         
    Number of securities     Weighted-average     Number of securities  
    to be issued upon     exercise price of     remaining available for  
    exercise of     outstanding     future issuance under  
Plan Category   outstanding options     options     equity compensation plans  
Equity compensation plans approved by security holders
    2,226,000     $ 3.28       624,000  
Equity compensation plans not approved by security holders
        $        

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Item 13. Certain Relationships and Related Transactions

Merger Agreement

     On October 15, 2002, BGA Acquisition Corp., our wholly owned subsidiary, merged with and into Golfsmith International, Inc., or Golfsmith. Golfsmith is the surviving corporation and is our wholly owned subsidiary. Contingent consideration of $6,250,000 was placed in an escrow account by the selling stockholders to secure certain indemnification obligations of the sellers. The merger agreement contains a provision for post-closing adjustment to the merger consideration paid to the selling stockholders based on the difference between expected and actual amounts of assets and liabilities, as detailed in a statement of working capital of Golfsmith as of the date the merger was completed. In accordance with this provision, on May 20, 2003, the parties determined that an adjustment in the merger consideration of $25,000 was payable to us based on the post-merger review of Golfsmith’s working capital. This amount was paid out of the escrow account on June 20, 2003. We have adjusted the purchase price allocation accordingly. On July 24, 2003, $1,107,579 was paid to us from the selling stockholders escrow account for the repayment of certain obligations owed by the selling stockholders that were paid by us. On April 15, 2004, all remaining escrow funds of $5,117,421 were disbursed to the selling stockholders.

     Carl Paul, one of our directors and a stockholder, and Frank Paul, a stockholder, have agreed to indemnify us or Holdings up to an additional $6.25 million for the required post-closing adjustments to the merger consideration, or any indemnification obligations for any losses that we or Holdings incur, that exceed the available amounts in escrow. Carl Paul and Frank Paul have also agreed to indemnify us or Holdings up to an additional $6.25 million for any losses we or Holdings incur as a result of fraud by certain of our officers prior to the merger.

Stockholders Agreement

     In connection with the merger, we entered into a stockholders agreement with Atlantic Equity Partners III, L.P. and the members of our management who own our equity securities, including, but not limited to, James Thompson, Virginia Bunte, Ken Brugh, Fred Quandt, Carl Paul, Franklin Paul and all our other stockholders following the merger. Under the stockholders agreement, the parties are required:

  •   to vote their shares of our common stock owned by each of them in favor of the election of one director nominated by Carl Paul, Frank Paul and their families and all of the directors nominated by Atlantic Equity Partners III to fill all of the remaining board seats so long as each of the parties maintains a minimum level of stock ownership;
 
  •   to consent to a sale of our company if our board of directors and Atlantic Equity Partners III approve of such sale and if:
 
  •   stockholders would receive as consideration cash or specified kinds of securities;
 
  •   each stockholder would receive as consideration the same proportion of the aggregate consideration that such stockholder would receive if we were liquidated;
 
  •   any stockholders are given an option as to the form and amount of consideration, all stockholders are given the same option;
 
  •   all holders of rights to acquire shares of our common stock are given certain rights with respect to proceeds from the sale;
 
  •   except in certain circumstances, any economic benefits available to any stockholder with respect to its shares will be available to all stockholders on a pro rata basis; and
 
  •   the expenditures required to be paid by the stockholders and any representations and warranties required to be made by the stockholders in connection with the sale do not exceed certain limitations;
 
  •   to cause us to register shares of our common stock held by parties to the stockholders agreement upon the request of Atlantic Equity Partners III in certain circumstances;
 
  •   except in certain circumstances, to cause us to give certain parties to the stockholders agreement preemptive rights to purchase common stock;

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  •   not to transfer shares of our common stock unless certain conditions are met; and
 
  •   in the case of certain members of our management, grant us repurchase rights with respect to the shares of our common stock owned by them.

     The stockholders agreement will terminate upon the earliest of:

  •   the sale of our business;
 
  •   an initial public offering of our common stock of our business;
 
  •   the dissolution or liquidation of our Company;
 
  •   the approval of such termination by us, Atlantic Equity Partners III and the holders of at least 50% of the shares held by our other stockholders; and
 
  •   October 15, 2022.

Management Consulting Agreement

     Upon completion of the merger, we and Golfsmith entered into a management consulting agreement with First Atlantic under which First Atlantic advises us and Golfsmith on management matters that relate to proposed financial transactions, acquisitions and other senior management matters. We and Golfsmith have agreed to pay First Atlantic for these services an annual fee of $600,000 in equal monthly installments and will reimburse First Atlantic for its expenses. During the period from October 16, 2002 through December 28, 2002, the fiscal year ended January 3, 2004 and the fiscal year ended January 1, 2005, we paid approximately $150,000, $812,000 and $631,000 to First Atlantic under this agreement. In addition, First Atlantic received a closing fee of $1,252,500 and reimbursement of its expenses for services rendered in connection with the merger. First Atlantic may receive additional fees from us under the agreement in connection with future financings or dispositions or acquisitions by us or Golfsmith. Under the terms of the agreement, such additional fees will not exceed an amount equal to:

  •   in the case of a transaction involving less than $50,000,000 in total enterprise value, 2% of such total enterprise value;
 
  •   in the case of a transaction involving $50,000,000 or more but less than $100,000,000 in total enterprise value, $1,000,000; and
 
  •   in the case of a transaction involving $100,000,000 or more in total enterprise value, 1% of such total enterprise value.

     With respect to a transaction involving a sale of our business, First Atlantic will be paid a fee equal to 1% of the total enterprise value of our company.

     The management consulting agreement has a term of 10 years but will automatically terminate if Atlantic Equity Partners III and its affiliates collectively own less than 50% of the shares of our common stock, or upon an initial public offering of the our common stock. Five of our directors, including our chairman of the board, hold positions with First Atlantic, as described in “Management.”

Employment Agreements

     We have entered into employment agreements with James D. Thompson, our president and chief executive officer, and with Virginia Bunte, our chief financial officer. We have also entered into employment agreements with Carl Paul and Franklin Paul to provide advisory services. You should read the information set forth in Item 11, “Executive Compensation – Employment Agreements,” for a description of these agreements.

Agreement to Provide Health Benefits to Our Founders

     In connection with the merger, we agreed to amend our group health plan so that Carl Paul and Franklin Paul, our founders, will continue to be eligible to participate in our health plan on the same basis as full-time employees. We report these benefits

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under the plan as non-taxable benefits, based on our determination that such reporting is permissible. Neither we nor Carl Paul or Franklin Paul have agreed to indemnify the other party for any losses that either of us may suffer as a result of this tax reporting or the amendment to the plan.

Indemnification Agreements

     In connection with the merger, we agreed to indemnify our directors prior to the completion of the merger, including Carl Paul, one of our current directors, in the event that any of them suffer losses as a result of actions taken or statements made on behalf of us and in their capacities as our directors, officers or agents.

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Item 14. Principal Accountant Fees and Services

Audit Fees

The aggregate fees billed by Ernst & Young LLP for audit services were $206,500 for each of fiscal 2004 and fiscal 2003. Audit services include professional services rendered for (1) the audit of our annual financial statements for the fiscal year ended January 1, 2005, (2) the reviews of the financial statements included in our Quarterly Reports on Form 10-Q filed during 2004, and (3) accounting consultations performed in connection with the audit of our annual financial statements for the fiscal 2004.

Audit-Related Fees

The aggregate fees billed by Ernst & Young LLP for audit-related services were $87,500 and $75,000 for fiscal 2004 and fiscal 2003, respectively. Audit-related services include professional services rendered for (1) the audits of our annual financial statements for our existing employee benefit plans for fiscal 2004 and (2) accounting consultations and assistance for due diligence and other procedures including our initial filings with the Securities and Exchange Commission in connection with the registration of Golfsmith’s senior secured notes.

Tax Fees

The aggregate fees billed by Ernst & Young LLP for tax services were $502,472 and $284,448 for fiscal 2004 and fiscal 2003, respectively. Tax services include professional services rendered for preparation of our federal and state income tax returns for fiscal 2004 and for tax consulting associated with regulatory tax agencies.

All Other Fees

Ernst & Young LLP did not provide other services to us, other than the services described above under “Audit Fees,” “Audit-Related Fees” and “Tax Fees” for fiscal years 2004 and 2003.

Pre-Approval Policies and Procedures

The audit committee has adopted a policy that requires advance approval of all audit, audit-related, tax services, and other services performed by the independent auditor. The policy provides for pre-approval by the audit committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the audit committee must approve the permitted service before the independent auditor is engaged to perform it.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

The following documents are filed as part of this report:

(1) Consolidated Financial Statements: See Index to Consolidated Financial Statements in Item 8 on page 33 of this report.

(2) Financial Statement Schedules: No schedules are required.

(3) Exhibits.

See Index to Exhibits on page 75 of this report.

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EXHIBIT INDEX

     
Exhibit    
Number   Description
2.1
  Agreement and Plan of Merger, dated as of September 23, 2002, among Golfsmith International, Inc., Golfsmith International Holdings, Inc. and BGA Acquisition Corporation (filed as Exhibit 2.1 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
3.1
  Certificate of Incorporation of Golfsmith International, Inc. (filed as Exhibit 3.1 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
3.2
  Bylaws of Golfsmith International, Inc. (filed as Exhibit 3.2 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
4.1
  Indenture, dated as of October 15, 2002, among Golfsmith International, Inc., the guarantors named and defined therein and U.S. Bank Trust National Association, as trustee (filed as Exhibit 4.1 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
4.2
  Registration Rights Agreement, dated as of October 15, 2002, among Golfsmith International, Inc., the guarantors named and defined therein and Jefferies & Company, Inc., as the initial purchaser (filed as Exhibit 4.3 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
4.3
  Security Agreement, dated as of October 15, 2002, among Golfsmith International, Inc. and the other grantors named and defined therein and U.S. Bank Trust National Association, as collateral agent (filed as Exhibit 4.4 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
4.4
  Supplement No. 1 to Security Agreement, dated as of July 24, 2003, between Don Sherwood Golf Shop, Inc. and U.S. Bank Trust National Association, as collateral agent (filed as Exhibit 4.4 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.5
  Trademark Security Agreement, dated as of October 15, 2002, between Golfsmith International, Inc. and U.S. Bank Trust National Association, as collateral agent (filed as Exhibit 4.5 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
4.6
  Trademark Security Agreement, dated as of July 24, 2003, between Don Sherwood Golf Shop, Inc. and U.S. Bank Trust National Association, as collateral agent (filed as Exhibit 4.6 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.7
  Deed of Trust, dated as of October 15, 2002, by Golfsmith International, L.P. to M. Marvin Katz, as trustee for the benefit of U.S. Bank Trust National Association, as indenture trustee (filed as Exhibit 4.6 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
4.8
  Open-End Leasehold Mortgage, dated November 28, 2003, from Golfsmith NU, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee (filed as Exhibit 4.8 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.9
  Leasehold Mortgage, dated November 28, 2003, from Golfsmith NU, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee (filed as Exhibit 4.9 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.10
  Leasehold Deed of Trust, dated November 28, 2003, from Golfsmith USA, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee (filed as Exhibit 4.10 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.11
  Leasehold Deed of Trust, dated December 23, 2003, from Golfsmith USA, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee (filed as Exhibit 4.11 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.12
  Leasehold Deed of Trust, dated December 15, 2003, from Golfsmith USA, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee (filed as Exhibit 4.12 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.13
  Leasehold Deed of Trust, dated December 15, 2003, from Golfsmith USA, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee (filed as Exhibit 4.13 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.14
  Leasehold Deed of Trust, dated December 15, 2003, from Golfsmith USA, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee (filed as Exhibit 4.14 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.15
  Leasehold Deed of Trust, dated November 28, 2003, from Golfsmith International, L.P. in favor of U.S. Bank Trust National Association, as indenture trustee (filed as Exhibit 4.15 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.16
  Leasehold Deed of Trust, recorded on December 22, 2003, from Golfsmith International, L.P. in favor of U.S. Bank Trust National Association, as indenture trustee (filed as Exhibit 4.16 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.17
  Leasehold Mortgage, dated November 28, 2003, from Golfsmith NU, L.L.C. in favor of U.S. Bank Trust National

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  Association, as indenture trustee (filed as Exhibit 4.17 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.18
  Leasehold Mortgage, dated December 23, 2003, from Golfsmith NU, L.L.C., in favor of U.S. Bank Trust National Association, as indenture trustee (filed as Exhibit 4.18 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.19
  Security Agreement, dated as of October 15, 2002, among Golfsmith International, Inc. and the other grantors named and defined therein and General Electric Capital Corporation, as agent for the lenders (filed as Exhibit 4.7 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
4.20
  Trademark Security Agreement, dated as of October 15, 2002, among Golfsmith International, Inc. and the other grantors named and defined therein and General Electric Capital Corporation, as agent for itself and the lenders (filed as Exhibit 4.8 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
4.21
  Trademark Security Agreement, dated as of July 24, 2003, between Don Sherwood Golf Shop, Inc. and General Electric Capital Corporation, as agent for itself and the lenders (filed as Exhibit 4.21 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.22
  Pledge Agreement, dated as of October 15, 2002, among Golfsmith International, Inc. and the other pledgors named and defined therein and General Electric Capital Corporation, as secured party (filed as Exhibit 4.9 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
4.23
  Intercompany Subordination Agreement, dated as of October 15, 2002, among Golfsmith International, Inc., Golfsmith International Holdings, Inc., Golfsmith GP Holdings, Inc., Golfsmith Holdings, L.P., Golfsmith International, L.P., Golfsmith GP, L.L.C., Golfsmith Delaware, L.L.C., Golfsmith Canada, L.L.C., Golfsmith Europe, L.L.C., Golfsmith USA, L.L.C., Golfsmith NU, L.L.C. and Golfsmith Licensing L.L.C., and General Electric Capital Corporation, as agent for the lenders (filed as Exhibit 4.10 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
4.24
  Intercreditor Agreement, dated as of October 15, 2002, among General Electric Capital Corporation, as senior agent, U.S. Bank Trust National Association, as trustee and collateral agent, and Golfsmith International, Inc. and the other credit parties named therein (filed as Exhibit 4.11 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
4.25
  Assumption and Joinder Agreement in connection with the Intercreditor Agreement, dated as of July 24, 2003, made by Don Sherwood Golf Shop, Inc. in favor of General Electric Capital Corporation, as senior agent (filed as Exhibit 4.25 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
4.26
  Subsidiary Securities Control Agreement, dated as of October 15, 2002, among Golfsmith Holdings, L.P., as the issuer, Golfsmith International, Inc., as the pledgor, General Electric Capital Corporation, as the senior pledgee and U.S. Bank Trust National Association, as collateral agent and the junior pledge (filed as Exhibit 4.12 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
4.27
  Subsidiary Securities Control Agreement, dated as of October 15, 2002, among Golfsmith International, L.P., as the issuer, Golfsmith Delaware, L.L.C., as the pledgor, General Electric Capital Corporation, as the senior pledgee and U.S. Bank Trust National Association, as collateral agent and the junior pledge (filed as Exhibit 4.13 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
4.28
  Subsidiary Securities Control Agreement, dated as of October 15, 2002, among Golfsmith GP, L.L.C. and the other issuers named therein, Golfsmith Holdings, L.P., as the pledgor, General Electric Capital Corporation, as the senior pledgee and U.S. Bank Trust National Association, as collateral agent and the junior pledge (filed as Exhibit 4.13 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
4.29
  First Supplemental Indenture, dated as of September 15, 2004, among Golfsmith International, Inc., the guarantors named and defined therein and U.S. Bank Trust National Association, as trustee (filed as Exhibit 4.2 to Golfsmith International Holdings, Inc.’s Current Report on Form 8-K, file No. 333-101117, filed on September 17, 2004, and incorporated herein by reference).
4.30*
  Subleasehold Mortgage, dated October 26, 2004, from Golfsmith NU, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee.
4.31*
  Leasehold Deed of Trust, dated November 9, 2004, from Golfsmith USA, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee.
4.32*
  Leasehold Deed of Trust, dated November 9, 2004, from Golfsmith USA, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee.
4.33*
  Leasehold Mortgage, dated November 9, 2004, from Golfsmith NU, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee.
4.34*
  Leasehold Mortgage, dated November 11, 2004, from Golfsmith USA, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee.
4.35*
  Leasehold Mortgage, dated November 12, 2004, from Golfsmith NU, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee.
4.36*
  Leasehold Mortgage, dated December 23, 2004, from Golfsmith NU, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee.

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4.37*
  Collateral Assignment of Lessee’s Interest in Lease, dated December 30, 2004, from Golfsmith NU, L.L.C. in favor of U.S. Bank Trust National Association, as indenture trustee.
4.38
  Second Supplemental Indenture, dated as of March 21, 2005, among Golfsmith International, Inc., the guarantors named and defined therein and U.S. Bank Trust National Association, as trustee. (filed as Exhibit 4.3 to Golfsmith International Holdings, Inc.’s Current Report on Form 8-K, file No. 333-101117, filed on March 24, 2005, and incorporated herein by reference).
9.1
  Stockholders Agreement, dated as of October 15, 2002, among Golfsmith International Holdings, Inc., Atlantic Equity Partners III, L.P. and the other stockholders party thereto (filed as Exhibit 9.1 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.1
  Redemption Agreement, dated as of September 23, 2002, among DLJ Investment Partners, L.P., DLJ Investment Fundings, Inc., DLJ ESC II L.P., Golfsmith International, Inc., Golfsmith Holdings, L.P., Golfsmith GP Holdings, Inc., Golfsmith International Holdings, Inc. and BGA Acquisition Corporation (filed as Exhibit 10.1 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.2
  Escrow Agreement, dated as of October 15, 2002, among Golfsmith International Holdings, Inc., Carl F. Paul and Franklin C. Paul, as stockholder representatives, and JPMorgan Chase Bank, as escrow agent (filed as Exhibit 10.2 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.3
  Indemnification Agreement, dated as of October 15, 2002, among Golfsmith International Holdings, Inc., and Carl F. Paul and Franklin C. Paul, as stockholder representatives (filed as Exhibit 10.3 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.4#
  Management Consulting Agreement, dated as of October 15, 2002, among Golfsmith International Holdings, Inc., Golfsmith International, Inc. and First Atlantic Capital, Ltd. (filed as Exhibit 10.4 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.5
  Credit Agreement, dated as of October 15, 2002, among Golfsmith International, L.P., Golfsmith NU, L.L.C., and Golfsmith USA, L.L.C., as borrowers, Golfsmith International, Inc. and the other credit parties named therein and General Electric Capital Corporation, as a lender, as the initial L/C issuer and as agent (filed as Exhibit 10.5 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.6
  Amendment No. 1 to the Credit Agreement dated as of January 10, 2003 among Golfsmith International, L.P., Golfsmith NU, L.L.C. and Golfsmith USA, L.L.C. as Borrowers And General Electric Capital Corporation as a lender (filed as Exhibit 10.6 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
10.7
  Amendment No. 2 to the Credit Agreement dated as of September 5, 2003 among Golfsmith International, L.P., Golfsmith NU, L.L.C. and Golfsmith USA, L.L.C. as Borrowers And General Electric Capital Corporation as a lender (filed as Exhibit 10.7 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
10.8
  Amendment No. 3 to the Credit Agreement dated as of February 10, 2004 among Golfsmith International, L.P., Golfsmith NU, L.L.C. and Golfsmith USA, L.L.C. as Borrowers And General Electric Capital Corporation as a lender (filed as Exhibit 10.8 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
10.9
  Amendment No. 4 to the Credit Agreement dated as of March 11, 2004 among Golfsmith International, L.P., Golfsmith NU, L.L.C. and Golfsmith USA, L.L.C. as Borrowers And General Electric Capital Corporation as a lender (filed as Exhibit 10.9 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
10.10
  Assumption and Joinder Agreement, dated as of July 24, 2003 in connection with the Credit Agreement, made by Don Sherwood Golf Shop, Inc. in favor of General Electric Capital Corporation, as a lender, as the initial L/C issuer and as agent (filed as Exhibit 10.10 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-101117, and incorporated herein by reference).
10.11
  Guaranty, dated as of October 15, 2002, among Golfsmith International, Inc. and the other guarantors named and defined therein and General Electric Capital Corporation, as agent for itself and the lenders (filed as Exhibit 10.6 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.12
  Indemnification Agreement, dated as of October 15, 2002, by Golfsmith International, Inc. in favor of Carl Paul (filed as Exhibit 10.7 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.13
  Indemnification Agreement, dated as of October 15, 2002, by Golfsmith International, Inc. in favor of Franklin Paul (filed as Exhibit 10.8 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.14
  Indemnification Agreement, dated as of October 15, 2002, by Golfsmith International, Inc. in favor of Barbara Paul (filed as Exhibit 10.9 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.15
  Indemnification Agreement, dated as of October 15, 2002, by Golfsmith International, Inc. in favor of Kelly Redding (filed as Exhibit 10.10 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.16
  Indemnification Agreement, dated as of October 15, 2002, by Golfsmith International, Inc. in favor of John Moriarty

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  (filed as Exhibit 10.11 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.17#
  Employment Agreement, dated as of October 15, 2002, between Golfsmith International, Inc. and Carl F. Paul (filed as Exhibit 10.12 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.18#
  Employment Agreement, dated as of October 15, 2002, between Golfsmith International, Inc. and Franklin C. Paul (filed as Exhibit 10.13 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.19#
  Employment Agreement, dated as of October 15, 2002, between Golfsmith International, Inc. and James D. Thompson (filed as Exhibit 10.14 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.20#
  Employment Agreement, dated as of January 15, 2003, between Golfsmith International, Inc. and Virginia Bunte (filed as Exhibit 10.15 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.22#
  Golfsmith International, Inc. Severance Benefit Plan (filed as Exhibit 10.17 to Golfsmith’s Registration Statement on Form S-4 (No. 333-101117), and incorporated herein by reference).
10.23#
  Golfsmith 2004 Management Incentive Plan (filed as Exhibit 10.23 to Golfsmith’s Registration Statement on Form S-1 (No. 333-117210), and incorporated herein by reference).
10.25
  Amendment No. 5 to Credit Agreement, dated as of July 21, 2004, by and among Golfsmith International, L.P., Golfsmith NU, L.L.C. and Golfsmith USA, L.L.C., as Borrowers, the other Persons designated as Credit Parties to the Credit Agreement, the lenders signatory thereto from time, and General Electric Capital Corporation, for itself and as a Lender, as L/C Issuer and as Agent for the Lenders (filed as Exhibit 10.1 to Golfsmith International Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2004, file No. 333-101117, and incorporated herein by reference).
10.26
  Golfsmith International Holdings, Inc. Severance Pay Plan (filed as Exhibit 10.2 to Golfsmith International Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2004, file No. 333-101117, and incorporated herein by reference).
10.27
  Amendment No. 6 to Credit Agreement, dated as of October 4, 2004, by and among Golfsmith International, L.P., Golfsmith NU, L.L.C. and Golfsmith USA, L.L.C., as Borrowers, the other Persons designated as Credit Parties to the Credit Agreement, the lenders signatory thereto from time, and General Electric Capital Corporation, for itself and as a Lender, as L/C Issuer and as Agent for the Lenders (filed as Exhibit 10.7 to Golfsmith International Holdings, Inc.’s Current Report on Form 8-K filed on October 8, 2004, file No. 333-101117, and incorporated herein by reference).
10.27
  Amendment No. 7 to Credit Agreement, dated as of November 5, 2004, by and among Golfsmith International, L.P., Golfsmith NU, L.L.C. and Golfsmith USA, L.L.C., as Borrowers, the other Persons designated as Credit Parties to the Credit Agreement, the lenders signatory thereto from time, and General Electric Capital Corporation, for itself and as a Lender, as L/C Issuer and as Agent for the Lenders (filed as Exhibit 10.8 to Golfsmith International Holdings, Inc.’s Current Report on Form 8-K filed on November 12, 2004, file No. 333-101117, and incorporated herein by reference).
10.28#
  Settlement Agreement and General Release, dated September 30, 2004, between James C. Loden and Golfsmith International, L.P. (filed as Exhibit 10.1 to Golfsmith International Holdings, Inc.’s Current Report on Form 8-K filed on October 8, 2004, file No. 333-101117, and incorporated herein by reference).
10.29*
  Amendment No. 8 to Credit Agreement, dated as of March 29, 2005, by and among Golfsmith International, L.P., Golfsmith NU, L.L.C. and Golfsmith USA, L.L.C., as Borrowers, the other Persons designated as Credit Parties to the Credit Agreement, the lenders signatory thereto from time, and General Electric Capital Corporation, for itself and as a Lender, as L/C Issuer and as Agent for the Lenders.
10.30*#
  Letter Agreement amending Franklin C. Paul Employment Agreement, dated as of March 29, 2005, by and between Golfsmith International, Inc. and Franklin C. Paul
10.31*#
  Letter Agreement amending Carl F. Paul Employment Agreement, dated as of March 29, 2005, by and between Golfsmith International, Inc. and Carl F. Paul
14.1*
  Golfsmith International Holdings, Inc.’s Code of Ethics for Senior Executives and Financial Officers
14.2*
  Golfsmith International Holdings, Inc.’s Code of Business Conduct and Ethics
21.1
  Subsidiaries of the Registrant (filed as Exhibit 21.1 to Golfsmith International Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, file No. 333-10117, and incorporated herein by reference).
23.1*
  Consent of Ernst & Young LLP
31.1*
  Rule 13a-14(a)/15d-14(a) Certification of James D. Thompson
31.2*
  Rule 13a-14(a)/15d-14(a) Certification of Virginia Bunte
32.1*
  Certification of James D. Thompson Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
  Certification of Virginia Bunte Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


* Filed herewith.
# Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(c) of this annual report.

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.
         
  GOLFSMITH INTERNATIONAL HOLDINGS, INC.
 
 
  By:   /s/ JAMES D. THOMPSON    
    James D. Thompson   
    Chief Executive Officer, President and Director
(Principal Executive Officer and Authorized Signatory)
 
 
 

Date: April 1, 2005

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     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

         
Signature   Title   Date
/s/ JAMES D. THOMPSON
  Chief Executive Officer,President and    

  Director (Principal Executive Officer)   April 1, 2005
James D. Thompson
       
 
       
  Vice President — Treasurer and Chief    
/s/ VIRGINIA BUNTE
  Financial Officer(Principal Financial and    

  Accounting Officer)   April 1, 2005
Virginia Bunte
       
 
       
/s/ CHARLES SHAW
  Chairman of the Board   April 1, 2005

       
Charles Shaw
       
 
       
/s/ JAMES GROVER
  Director   April 1, 2005

       
James Grover
       
 
       
/s/ NOEL WILENS
  Director   April 1, 2005

       
Noel Wilens
       
 
       
/s/ THOMAS G. HARDY
  Director   April 1, 2005

       
Thomas G. Hardy
       
 
       
/s/ JAMES LONG
  Director   April 1, 2005

       
James Long
       
 
       
/s/ CARL F. PAUL
  Director   April 1, 2005

       
Carl F. Paul
       
 
       
/s/ ROBERTO BUARON
  Director   April 1, 2005

       
Roberto Buaron
       

     SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

     The registrant has not sent an annual report to security holders covering the registrant’s last fiscal year nor has it sent a proxy statement, form of proxy or other proxy soliciting material to more than 10 of the registrant’s security holders with respect to any annual or other meeting of security holders.

80