UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
[ ] 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: 0-24583
ADAMS GOLF, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2320087
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Delaware Avenue, Suite 572
Wilmington, Delaware 19801
(Address of principal executive Offices (Zip Code)
(302) 427-5892
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.001 Par Value
Title of Class
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [ X ] No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
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.
[ X ] Yes [ ] No
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 the 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. [ X ]
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12b-2 of the Exchange Act (check one)
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ X ]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).
[ ] Yes [ X ] No
The aggregate market value of the Registrant's Common Stock held
by nonaffiliates of the Registrant at June 30, 2004 was
$16,954,294 based on the closing sales price of $1.27 per share
of the Registrant's Common Stock on the OTC Bulletin Board.
The number of outstanding shares of the Registrant's Common
Stock, par value $.001 per share, was 22,600,153 on March 15,
2005.
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EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K for the
year ended December 31, 2004 of Adams Golf, Inc. (the "Annual
Report") is filed solely for the purpose of amending and
restating page F-3 of Part IV, Item 15 Financial Statements and
Supplementary Data, to include a revised Report of Independent
Registered Public Accounting Firm. Except as described above, no
other changes have been made to the Annual Report. This Amendment
No. 1 to the Annual Report continues to speak as of the date of
the Annual Report, and we have not updated the disclosures
contained in this Amendment No. 1 to the Annual Report to reflect
any events that occurred at a date subsequent to the filing of
the Annual Report. The filing of this Amendment No. 1 to the
Annual Report is not a representation that any statements
contained in items of the Annual Report other than that
information being amended are true or complete as of any date
subsequent to the date of the Annual Report.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) The following documents are filed as a part of this report
following the signature page:
(1) Consolidated Financial Statements
Item Page
-------
Report of Registered Independent Accounting Firm F-3
-2-
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,
thereunto duly authorized.
ADAMS GOLF, INC., a Delaware corporation
Date: February 2, 2006 By: /S/ Eric T. Logan
-------------------------------
Eric T. Logan
Chief Financial Officer
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND RELATED FINANCIAL STATEMENT SCHEDULE
Page
------------
Consolidated Financial Statements
Report of Independent Registered Public
Accounting Firm F-3
F-1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Adams Golf, Inc.:
We have audited the consolidated balance sheet of Adams Golf,
Inc. and subsidiaries as of December 31, 2003 and the related
consolidated statements of operations, stockholder's equity and
cash flows for the years ended December 31, 2003 and 2002. In
connections with our audits of the consolidated financial
statements, we have also audited the financial statement schedule
for the years ended December 31, 2003 and 2002. The consolidated
financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated financial
statements and financial statement schedule 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as 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 financial
position of Adams Golf, Inc. and subsidiaries as of December 31,
2003 and the results of their operations and their cash flows for
each of the years in the two-year period ended December 31, 2003
and 2002 in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion,
the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as
a whole, presents fairly, in all material respects, the
information set forth therein.
/S/ KPMG LLP
Dallas, Texas
January 28, 2004