TRUE TEMPER SPORTS, INC.
(Exact name of registrant as specified in its charter)

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 ý No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý

As of August 12, 2008, the Registrant had 100 shares of Common Stock, $0.01 par value per share, outstanding.

			Page

PART I	FINANCIAL INFORMATION
	Item 1.	Financial Statements	1
		Condensed Consolidated Statements of Operations (Unaudited)	1
		Condensed Consolidated Balance Sheets (Unaudited)	2
		Condensed Consolidated Statements of Cash Flows (Unaudited)	3
		Notes to Condensed Consolidated Financial Statements (Unaudited)	4
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
	Item 4.	Controls and Procedures	18
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	19
	Item 1A.	Risk Factors	19
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
	Item 3.	Defaults Upon Senior Securities	19
	Item 4T.	Submission of Matters to a Vote of Security Holders	19
	Item 5.	Other Information	19
	Item 6.	Exhibits	19
Signatures			20

TRUE TEMPER SPORTS, INC. AND SUBSIDIARIES
(A wholly-owned subsidiary of True Temper Corporation)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands)

		Quarter Ended						Year-To-Date

		June 29, 2008			July 1, 2007			June 29, 2008			July 1, 2007
NET SALES		$	37,734		$	33,037		$	73,561		$	62,616
Cost of sales			23,763			22,609			47,092			42,171

	GROSS PROFIT		13,971			10,428			26,469			20,445
Selling, general and administrative expenses			4,475			3,387			8,342			7,364
Amortization of intangible assets			3,735			3,738			7,469			7,474
Business development, start-up and transition costs			229			664			483			1,036
Loss on early extinguishment of long-term debt			—			—			—			755

	OPERATING INCOME		5,532			2,639			10,175			3,816
Interest expense, net			5,657			6,274			11,825			12,279
Other expenses			24			9			67			22

	LOSS BEFORE INCOME TAXES		(149	)		(3,644	)		(1,717	)		(8,485	)
Income tax benefit			(55	)		(1,343	)		(24	)		(3,123	)

	NET LOSS	$	(94	)	$	(2,301	)	$	(1,693	)	$	(5,362	)

TRUE TEMPER SPORTS, INC. AND SUBSIDIARIES
(A wholly-owned subsidiary of True Temper Corporation)

			June 29, 2008			December 31, 2007

ASSETS
CURRENT ASSETS
	Cash and cash equivalents		$	5,014		$	4,722
	Receivables, net			25,893			21,185
	Inventories			32,092			28,418
	Deferred tax assets			1,321			1,242
	Prepaid expenses and other current assets			1,827			1,803

		Total current assets		66,147			57,370
	Property, plant and equipment, net			18,516			18,902
	Goodwill			156,023			156,070
	Intangible assets, net			111,935			119,396
	Other assets			7,347			8,112

		Total assets	$	359,968		$	359,850

LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
	Current portion of long-term debt		$	5,987		$	987
	Accounts payable			10,189			7,979
	Accrued expenses and other current liabilities			12,088			12,052

		Total current liabilities		28,264			21,018
	Deferred tax liabilities			10,218			10,139
	Long-term debt, net of current portion			254,486			259,733
	Other liabilities			10,658			10,959

		Total liabilities		303,626			301,849
STOCKHOLDER'S EQUITY
	Common stock—par value $0.01 per share; authorized 1,000 shares; issued and outstanding 100 shares			—			—
	Additional paid-in capital			118,173			118,648
	Accumulated deficit			(56,861	)		(55,168	)
	Accumulated other comprehensive loss, net of taxes			(4,970	)		(5,479	)

		Total stockholder's equity		56,342			58,001
	Commitments and contingent liabilities			—			—

		Total liabilities and stockholder's equity	$	359,968		$	359,850

TRUE TEMPER SPORTS, INC. AND SUBSIDIARIES
(A wholly-owned subsidiary of True Temper Corporation)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)

				Year-To-Date

				June 29, 2008			July 1, 2007
OPERATING ACTIVITIES
	Net loss			$	(1,693	)	$	(5,362	)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Depreciation			1,646			1,426
		Amortization of deferred financing costs			925			745
		Amortization of intangible assets			7,469			7,474
		Loss on disposal of property, plant and equipment			22			8
		Loss on early extinguishment of long-term debt			—			755
		Deferred income taxes			—			(3,255	)
		Changes in operating assets and liabilities, net			(5,963	)		(8,787	)

			Net cash provided by (used in) operating activities		2,406			(6,996	)
INVESTING ACTIVITIES
	Purchases of property, plant, equipment				(1,250	)		(1,531	)
	Acquisition of business				—			(9,574	)
	Other investing activity				—			(46	)

			Net cash used in investing activities		(1,250	)		(11,151	)
FINANCING ACTIVITIES
	Proceeds from issuance of bank debt				—			45,000
	Principal payments on bank debt				(247	)		(24,686	)
	Payment of debt issuance costs				—			(2,263	)
	Distribution to TTC				(475	)		—
	Other financing activity				(142	)		(120	)

			Net cash (used in) provided by financing activities		(864	)		17,931
Net increase (decrease) in cash and cash equivalents					292			(216	)
Cash and cash equivalents at beginning of period					4,722			3,055

Cash and cash equivalents at end of period				$	5,014		$	2,839

TRUE TEMPER SPORTS, INC. AND SUBSIDIARIES
(A wholly-owned subsidiary of True Temper Corporation)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(Dollars in thousands unless otherwise indicated)

The accompanying unaudited condensed consolidated financial statements of True Temper Sports, Inc. and subsidiaries ("True Temper" or the "Company") have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q and consequently do not include all the disclosures required by U.S. generally accepted accounting principles. It is suggested that these financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2007. In the opinion of management, the unaudited condensed consolidated financial statements as of and for the periods ended June 29, 2008 and July 1, 2007 include all adjustments, consisting of only normal recurring adjustments, which are necessary for the fair presentation of results for interim periods.

The Company's fiscal year begins on January 1 and ends on December 31 of each year. During the course of the year the Company closes its books on a monthly and quarterly basis following a 4,4,5 week closing calendar. Since the Company uses Sunday as the last day of each period (with the exception of December) the number of days in the first and fourth quarters of any given year can vary depending on which day of the week January 1st falls on.

On January 30, 2004, TTS Holdings LLC, a company formed by Gilbert Global Equity Partners, L.P. and its affiliated funds ("Gilbert Global"), entered into a stock purchase agreement with the Company's direct parent company, True Temper Corporation ("TTC"), pursuant to which TTS Holdings LLC and certain of the Company's senior management purchased all of the outstanding shares of TTC. In connection with this acquisition, and effective on March 15, 2004, the Company repaid all of its outstanding 2002 senior credit facility, redeemed all of its 10⁷/8% senior subordinated notes due 2008, and made certain payments of the net remaining equity of the predecessor company to the selling shareholders. These payments were financed with the net proceeds of a new senior credit facility and new 8³/8% senior subordinated notes due 2011.

This transaction was accounted for by TTC using the purchase method of accounting. As the Company is a wholly owned subsidiary of True Temper Corporation, the Company has "pushed down" the effect of the purchase method of accounting to the consolidated financial statements of True Temper Sports, Inc.

On August 10, 2005 TTC issued, to certain employees in return for service, a total of 525,400 stock options and stock appreciation rights ("Equity Incentive Awards") to purchase common stock of TTC for $13.56 per share. These Equity Incentive Awards have a term of ten years, and vest and become exercisable at various times and under various conditions through August 10, 2012; with certain acceleration features based on performance criteria and change of control provisions. There were no Equity Incentive Awards granted or exercised during calendar 2007, and a total of 122,400 were forfeited. The weighted average remaining contractual life of these outstanding Equity Incentive Awards is between seven and eight years.

There were no Equity Incentive Awards exercised or forfeited during the first six months of 2008. On April 1, 2008 TTC issued, to certain employees of the Company in return for service, a total of

TRUE TEMPER SPORTS, INC. AND SUBSIDIARIES
(A wholly-owned subsidiary of True Temper Corporation)

60,000 Equity Incentive Awards in the form of stock options to purchase common stock of TTC for $13.56 per share. These options have a term of ten years, and vest and become exercisable at various times and under various conditions through March 15, 2012; with certain acceleration features based on change of control provisions. The Company assessed the fair value of the Equity Incentive Awards granted by TTC on April 1, 2008 and determined that the compensation expense related to these awards was immaterial to its consolidated financial statements for any period presented.

In addition, TTC has 354,000 equity awards which vest only upon a sale of TTC and achievement of certain other terms as described in the awards. As of June 29, 2008, the events required for vesting of these awards are not expected to occur in the near term.

The Company operates in two reportable business segments: golf shafts and performance sports. The Company's reportable segments are based on the type of product manufactured and the application of that product in the marketplace. The golf shaft segment manufactures and sells steel, composite, and multi-material golf club shafts for use exclusively in the golf industry. The performance sports segment manufactures and sells high strength, tight tolerance tubular components for bicycle, hockey and other recreational sport markets. The Company evaluates the performance of these segments based on segment sales and gross profit. The Company has no inter-segment sales.

			Quarter Ended				Year-To-Date

			June 29, 2008		July 1, 2007		June 29, 2008		July 1, 2007
Net sales:
	Golf shafts		$	31,284	$	29,349	$	63,206	$	56,850
	Performance sports			6,450		3,688		10,355		5,766

		Total	$	37,734	$	33,037	$	73,561	$	62,616

Gross profit:
	Golf shafts		$	12,766	$	9,746	$	24,374	$	19,371
	Performance sports			1,205		682		2,095		1,074

		Total	$	13,971	$	10,428	$	26,469	$	20,445

TRUE TEMPER SPORTS, INC. AND SUBSIDIARIES
(A wholly-owned subsidiary of True Temper Corporation)

Following is a reconciliation of total reportable segment gross profit to total Company loss before income taxes:

		Quarter Ended						Year-To-Date

		June 29, 2008			July 1, 2007			June 29, 2008			July 1, 2007
Total reportable segment gross profit		$	13,971		$	10,428		$	26,469		$	20,445
Less:
	Selling, general and administrative expenses		4,475			3,387			8,342			7,364
	Amortization of intangible assets		3,735			3,738			7,469			7,474
	Business development, start-up and transition costs		229			664			483			1,036
	Loss on early extinguishment of long-term debt		—			—			—			755
	Interest expense, net		5,657			6,274			11,825			12,279
	Other expense		24			9			67			22

Total Company loss before income taxes		$	(149	)	$	(3,644	)	$	(1,717	)	$	(8,485	)

Total comprehensive loss and its components for the periods covered by this report are as follows:

The following table reflects the Company's net periodic pension benefit expense and cash contributions to its pension plan, as well as the net periodic postretirement benefit expense related to its unfunded health care plan for retirees, for the periods covered by this report:

TRUE TEMPER SPORTS, INC. AND SUBSIDIARIES
(A wholly-owned subsidiary of True Temper Corporation)

On February 25, 2007, the Company acquired 100% of the shares of Supertop Enterprises Limited, the sole shareholder of CN Precision Co., Ltd ("CN Precision"), a wholly foreign-owned enterprise in Suzhou, China for approximately $9.5 million, plus direct acquisition costs and certain working capital adjustments of $0.2 million. Approximately $0.7 million of the purchase price was contingent upon the successful completion of certain contractual obligations by the seller. As of September 30, 2007, all of the contractual obligations had been fulfilled by the seller, and the entire $0.7 million contingent purchase price had been paid.

CN Precision is a startup steel golf shaft manufacturing facility. The Company is in the process of commissioning all of the machinery and equipment necessary to produce steel golf shafts at CN Precision, and expects to ramp up production of steel golf shaft manufacturing in this facility during 2008.

This transaction was accounted for using the purchase method of accounting. In connection with the acquisition, the Company conducted an assessment and valuation of all tangible and intangible assets acquired. The results of this exercise are reflected in the financial statements for the periods ended December 31, 2007 and June 29, 2008.

The establishment of the intangible assets resulted in certain non-cash amortization expense beginning in 2007, as these intangible assets are amortized over their expected economic life of 50 years.

On January 22, 2007, the Company executed an amendment to its 2006 Restated Credit Facility (the "Second Amendment"). The Second Amendment was made effective as of December 20, 2006. The Second Amendment was executed in conjunction with a second lien financing effort, described more fully below, and related acquisition, described more fully in Note 7. In addition to allowing the flexibility for such second lien financing, the Second Amendment also provided adjustments to certain specified financial ratios and tests included in the 2006 Restated Credit Facility. As part of the Second Amendment, the margin adder on LIBOR based loans was increased to between 3.00% and 3.25%, depending on financial ratios, beginning January 22, 2007.

On January 22, 2007, the Company executed a Second Lien Credit Agreement (the "Second Lien"). The Second Lien included additional term loans of approximately $45.0 million, with $24.7 million of the proceeds being used to pay down the debt under the 2006 Restated Credit Facility. The margin adder under the Second Lien is 4.5% or 5.5%, depending on the type of borrowing. The maturity date of the Second Lien is June 30, 2011. The Second Lien does not amortize.

As a result of paying down $24.7 million of the borrowings under the 2006 Restated Credit Facility, the Company recognized a loss on early extinguishment of long-term debt of $0.8 million. This loss is comprised of the write off of certain deferred financing costs related to the 2006 Restated Credit Facility and third party costs incurred in conjunction with the Second Amendment.

During the second quarter of 2008, the Company entered into interest rate swap agreements to fix the underlying LIBOR borrowing base rate on $100.0 million of its variable rate debt at approximately

TRUE TEMPER SPORTS, INC. AND SUBSIDIARIES
(A wholly-owned subsidiary of True Temper Corporation)

3.20% for a period of approximately 24 months. The Company has designated the interest rate swaps as cash flow hedges for accounting purposes.

The Company generally warrants its products against certain manufacturing and other defects. These product warranties are provided for specific periods of time and/or usage of the product depending on the nature of the product, the geographic location of its sale and other factors. The accrued product warranty costs are based primarily on historical experience of actual warranty claims as well as current information on product costs.

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles and expands disclosures about fair value measurements. The provisions of SFAS No. 157 related to certain nonfinancial assets and liabilities are effective for financial statements issued for fiscal years beginning after November 15, 2008. The remaining provisions of SFAS No. 157 are effective for financial statements issued for fiscal years beginning after November 15, 2007, and the Company adopted such provisions effective January 1, 2008.

SFAS No. 157 defines the inputs used to measure fair value into the following fair value hierarchy:

As of June 29, 2008, cash flow hedging derivative assets were principally related to the fair value of foreign exchange forward contracts and interest rate swaps. The Company defines the fair value of foreign exchange forward contracts as the amount of the difference between the contracted and current market foreign currency exchange rates at the end of the period. Management estimates the fair value of foreign exchange forward contracts on a quarterly basis by obtaining market quotes for future contracts with similar terms, adjusted where necessary for maturity differences. To estimate the fair

TRUE TEMPER SPORTS, INC. AND SUBSIDIARIES
(A wholly-owned subsidiary of True Temper Corporation)

value of the interest rate swaps, the Company uses estimates of future cash flows, which are discounted to a net present value, based on the forward LIBOR curve at the reporting date.

The following table sets forth, by level within the fair value hierarchy, the financial assets recorded at fair value on a recurring basis as of June 29, 2008:

The provisions of SFAS No. 157 for all non-financial assets and non-financial liabilities apply to fiscal years beginning after November 15, 2008. The Company is currently assessing the impact of SFAS No. 157 for non-financial assets and non-financial liabilities on its consolidated statements of financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—an amendment of FASB Statement No. 115. SFAS No. 159 gives companies the option to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for financial statements for fiscal years beginning after November 15, 2007. The Company has not elected the fair value option for any assets or liabilities under SFAS No. 159.

In December 2007, the FASB issued SFAS No. 141 (Revised), Business Combinations. SFAS No. 141R replaces SFAS No. 141 while retaining the fundamental requirements in SFAS No. 141 that the acquisition (purchase) method of accounting be used for all business combinations. SFAS No. 141R retains SFAS No. 141 guidance for identifying and recognizing intangible assets separately from goodwill and makes certain changes to how the acquisition (purchase) method is applied. SFAS No. 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company has not yet evaluated the impact, if any, of this requirement.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interest in Consolidated Financial Statements—an amendment of ARB No. 51. SFAS No. 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest (sometimes called a minority interest) in a subsidiary and for the deconsolidation of a subsidiary and to provide consistency with SFAS No. 141. SFAS No. 160 is effective for financial statements for fiscal years beginning on or after December 15, 2008. The Company has not yet evaluated the impact, if any, of this requirement.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities.SFAS No. 161 is effective for financial statements issued for periods beginning after November 15, 2008, with early application encouraged. This statement amends and expands the disclosure requirements in SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and other related literature. The Company has not yet evaluated the impact, if any, of this requirement.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the more detailed information in the True Temper Sports, Inc. 2007 annual audited consolidated financial statements, including the notes thereto, appearing in the 2007 annual report on Form 10-K, filed with the SEC on March 21, 2008.

True Temper Sports, Inc. ("True Temper" or the "Company"), a wholly owned subsidiary of True Temper Corporation ("TTC"), is a leading designer, manufacturer and marketer of steel, composite, and multi-material golf club shafts for original equipment manufacturers ("OEMs") and distributors in the golf equipment industry. In addition, True Temper produces and sells a variety of performance sports products that offer high strength and tight tolerance tubular components to the bicycle, hockey and other recreational sports markets. In 2007, golf shaft sales represented 88% of total net sales, and performance sports sales represented 12%. During the first six months of 2008, net sales of performance sports products represented 14% of total net sales.

On January 30, 2004, TTS Holdings LLC, a company formed by Gilbert Global Equity Partners, L.P. and its affiliated funds ("Gilbert Global"), entered into a stock purchase agreement with the Company's direct parent company, True Temper Corporation, pursuant to which TTS Holdings LLC and certain of the Company's senior management purchased all of the outstanding shares of TTC ("Gilbert Global Acquisition"). In connection with this acquisition, and effective on March 15, 2004, the Company repaid all of its outstanding 2002 senior credit facility, redeemed all of its 10⁷/8% senior subordinated notes due 2008, and made certain payments of the net remaining equity of the predecessor company to the selling shareholders. These payments were financed with the net proceeds of a new senior credit facility and new 8³/8% senior subordinated notes due 2011.

The Gilbert Global Acquisition was accounted for by TTC using the purchase method of accounting. As the Company is a wholly owned subsidiary of TTC, the Company has "pushed down" the effect of the purchase method of accounting to the consolidated financial statements of True Temper Sports, Inc.

The following table sets forth the components of net loss as a percentage of net sales for the periods indicated:

		Quarter Ended						Year-To-Date

		June 29, 2008			July 1, 2007			June 29, 2008			July 1, 2007
Net sales			100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales			63.0			68.4			64.0			67.3

	Gross profit		37.0			31.6			36.0			32.7
Selling, general and administrative expenses			11.9			10.3			11.3			11.8
Amortization of intangible assets			9.9			11.3			10.2			11.9
Business development, start-up and transition costs			0.6			2.0			0.7			1.7
Loss on early extinguishment of long-term debt			0.0			0.0			0.0			1.2

	Operating income		14.7			8.0			13.8			6.1
Interest expense, net			15.0			19.0			16.1			19.6
Other expenses			0.1			0.0			0.1			—

	Loss before income taxes		(0.4	)		(11.0	)		(2.3	)		(13.6	)
Income tax benefit			(0.1	)		(4.1	)		(0.0	)		(5.0	)

	Net loss		(0.3	)%		(7.0	)%		(2.3	)%		(8.6	)%

Second Quarter Ended June 29, 2008 Compared to the Second Quarter Ended July 1, 2007

Net Sales for the second quarter of 2008 increased approximately $4.7 million, or 14.2%, to $37.7 million from $33.0 million in the second quarter of 2007. Golf shaft sales increased approximately $1.9 million, or 6.6%, to $31.3 million compared to the $29.3 million realized in the second quarter of 2007. This improvement related primarily to an increase in the unit volume of premium steel golf shaft sales coinciding with the late 2007 and early 2008 new product launches in irons and putters from the Company's key OEM partners. In addition, the Company's golf shaft price increase implemented in the fourth quarter of 2007 also served to increase sales in the second quarter of 2008.

Performance sports sales increased approximately $2.8 million, or 74.8%, to $6.5 million from $3.7 million in the second quarter of 2007. This increase was the direct result of the Company's continued diversification strategy in this segment of its business. During the second quarter of 2008, the primary driver of the sales improvement related to increased unit volume of hockey sticks associated with new products launched in late 2007 and early 2008, as well as new customer relationships developed in these same areas, as the Company continues to gain market share and execute on its performance sports growth strategy.

Net sales to international customers increased approximately $4.7 million, or 50.5%, to $14.0 million in the second quarter of 2008 from $9.3 million in the second quarter of 2007. This increase related to revenue growth in the Company's Japanese and European golf markets, which are targeted international growth regions for the Company, the routine shifting of product assembly into China by the major golf OEMs, and favorable foreign currency translation gains between the US Dollar, Japanese Yen and British Pound.

Gross Profit for the second quarter of 2008 increased $3.5 million, or 34.0%, to $14.0 million from $10.4 million in the second quarter of 2007. Gross profit as a percentage of net sales increased to 37.0% in the second quarter of 2008 from 31.6% in the second quarter of 2007. The increase in gross profit as a percentage of net sales was driven by several factors, including (i) fixed costs being spread over increased unit volumes in both the golf and performance sports segments, (ii) the mix of golf products sold being more heavily weighted toward premium steel golf shafts which have higher margins, (iii) a global price increase effective October 1, 2007, (iv) a significant modification to the Company's medical plan to reduce costs, and (v) programs designed to stabilize and improve the operational efficiency of the Amory, Mississippi facility.

Selling, General and Administrative Expenses ("SG&A") for the second quarter of 2008 increased approximately $1.1 million, or 32.1%, to $4.5 million from $3.4 million in the second quarter of 2007. SG&A as a percentage of net sales increased to 11.9% from 10.3% in the second quarter of 2007. The increase in SG&A spending was associated primarily with an increase in the Company's provision for bad debts during the second quarter of 2008.

Amortization of Intangible Assets was relatively stable at $3.7 million during the second quarter of both 2008 and 2007. Intangible assets were acquired in connection with (i) the Gilbert Global Acquisition in 2004, (ii) the acquisition of certain assets from Royal Precision in 2006, and (iii) the acquisition of CN Precision in 2007. Intangible assets with definitive lives are being amortized using a straight-line method over periods from 2 to 59 years.

Business Development, Start-Up and Transition Costs for the second quarter of 2008 decreased to $0.2 million from $0.7 million in the second quarter of 2007. The costs incurred during these periods relate primarily to expenses associated with the acquisition of CN Precision, a steel golf shaft manufacturing facility located in Suzhou, China. These costs include certain start-up related costs to commission this new facility and the related production equipment. The Company expects to continue to ramp-up production of steel golf shafts in this new facility during 2008 and 2009. See Note 7 to the condensed consolidated financial statements included elsewhere in this quarterly report for a further discussion of this acquisition.

Operating Income for the second quarter of 2008 increased approximately $2.9 million, to $5.5 million from $2.6 million in the second quarter of 2007. This increase reflects the impact from gross profit, SG&A, business development, start-up and transition costs, and loss on early extinguishment of long-term debt described above.

Interest Expense, Net for the second quarter of 2008 decreased approximately $0.6 million, or 9.8%, to $5.7 million from $6.3 million in the second quarter of 2007. This decrease was due primarily to a decrease in interest rates on the Company's variable rate debt, as the overall interest rate market in the U.S. and Western Europe experienced a decline in the early part of 2008.

Income Tax Benefit decreased in the second quarter of 2008 to an income tax benefit of $0.1 million, compared to an income tax benefit of $1.3 million in the second quarter of 2007. This decrease was due primarily to an increase in the Company's deferred tax asset valuation allowance, which was first established in the third quarter of 2007. The effective tax rate during these periods differs from a federal statutory rate of 34% due primarily to the incremental tax rate for state and foreign income tax purposes and the provision of the valuation allowance referred to above.

Net Loss for the second quarter of 2008 decreased to $0.1 million as compared to a net loss of $2.3 million in the second quarter of 2007. This decrease reflects the impact from gross profit, SG&A, business development, start-up and transition costs, loss on early extinguishment of long-term debt, interest expense, and income tax benefit described above.

First Six Months Ended June 29, 2008 Compared to the First Six Months Ended July 1, 2007

Net Sales for the first six months of 2008 increased approximately $10.9 million, or 17.5%, to $73.6 million from $62.6 million in the first six months of 2007. Golf shaft sales increased approximately $6.4 million, or 11.2%, to $63.2 million compared to the $56.9 million realized in the first six months of 2007. This improvement related primarily to an increase in the unit volume of premium steel golf shaft sales coinciding with the late 2007 and early 2008 new product launches in irons and putters from the Company's key OEM partners. In addition, the Company's golf shaft price increase implemented in the fourth quarter of 2007 also served to increase sales in the first six months of 2008.

Performance sports sales increased approximately $4.6 million, or 79.6%, to $10.4 million from $5.8 million in the first six months of 2007. This increase was the direct result of the Company's continued diversification strategy in this segment of its business. During the first six months of 2008, the primary driver of the sales improvement related to increased unit volume of hockey sticks associated with new products launched in late 2007 and early 2008, as well as new customer relationships developed in these same areas, as the Company continues to gain market share and execute on its performance sports growth strategy.

Net sales to international customers increased approximately $6.5 million, or 33.4%, to $26.0 million in the first six months of 2008 from $19.5 million in the first six months of 2007. This increase related to revenue growth in the Company's Japanese and European golf markets, which are targeted international growth regions for the Company, the routine shifting of product assembly into China by the major golf OEMs, and favorable foreign currency translation gains between the US Dollar, Japanese Yen and British Pound.

Gross Profit for the first six months of 2008 increased $6.0 million, or 29.5%, to $26.5 million from $20.4 million in the first six months of 2007. Gross profit as a percentage of net sales increased to 36.0% in the first six months of 2008 from 32.7% in the first six months of 2007. The increase in gross profit as a percentage of net sales was driven by several factors, including (i) fixed costs being spread over increased unit volumes in both the golf and performance sports segments, (ii) the mix of golf products sold being more heavily weighted toward premium steel golf shafts which have higher margins, (iii) a global price increase effective October 1, 2007, (iv) a significant modification to the Company's

medical plan to reduce costs, and (v) programs designed to stabilize and improve the operational efficiency of the Amory, Mississippi facility.

Selling, General and Administrative Expenses ("SG&A") for the first six months of 2008 increased approximately $1.0 million, or 13.3%, to $8.3 million from $7.4 million in the first six months of 2007. SG&A as a percentage of net sales decreased to 11.3% from 11.8% in the first six months of 2007. The increase in SG&A spending was associated primarily with an increase in the Company's provision for bad debts during the second quarter of 2008.

Amortization of Intangible Assets was relatively stable at $7.5 million during the first six months of both 2008 and 2007. Intangible assets were acquired in connection with (i) the Gilbert Global Acquisition in 2004, (ii) the acquisition of certain assets from Royal Precision in 2006, and (iii) the acquisition of CN Precision in 2007. Intangible assets with definitive lives are being amortized using a straight-line method over periods from 2 to 59 years.

Business Development, Start-Up and Transition Costs for the first six months of 2008 decreased to $0.5 million from $1.0 million in the first six months of 2007. The costs incurred during these periods relate primarily to expenses associated with the acquisition of CN Precision, a steel golf shaft manufacturing facility located in Suzhou, China. These costs include certain start-up related costs to commission this new facility and the related production equipment. The Company expects to continue to ramp-up production of steel golf shafts in this new facility during 2008 and 2009. See Note 7 to the condensed consolidated financial statements included elsewhere in this quarterly report for a further discussion of this acquisition.

Loss On Early Extinguishment of Long-Term Debt for the first six months of 2007 totaled $0.8 million. As a result of paying down $24.7 million of the borrowings under the 2006 Restated Credit Facility, the Company recognized a loss on early extinguishment of long-term debt, comprised of the write-off of certain deferred financing costs related to the 2006 Restated Credit Facility and third party costs incurred in conjunction with the Second Amendment to the same facility. No such loss on early extinguishment of long-term debt was recognized in the first six months of 2008.

Operating Income for the first six months of 2008 increased approximately $6.4 million, to $10.2 million from $3.8 million in the first six months of 2007. This increase reflects the impact from gross profit, SG&A, business development, start-up and transition costs, and loss on early extinguishment of long-term debt described above.

Interest Expense, Net for the first six months of 2008 decreased approximately $0.5 million, or 3.7%, to $11.8 million from $12.3 million in the first six months of 2007. This decrease was due primarily to a decrease in interest rates on the Company's variable rate debt, as the overall interest rate market in U.S. and Western Europe experienced a decline in the early part of 2008. This decline in the Company's variable interest rate was partially offset by an increase in the outstanding principal balance of variable rate debt due to the issuance of the $45.0 million second lien credit facility, during the first quarter of 2007, and an increase in the weighted average interest rate for the Company's variable rate debt resulting from the higher LIBOR margin adder on the Second Lien credit facility.

Income Tax Benefit decreased in the first six months of 2008 to an income tax benefit of slightly less than $0.1 million, compared to an income tax benefit of $3.1 million in the first six months of 2007. This decrease in tax benefit was due primarily to an increase in the Company's deferred tax asset valuation allowance, which was first established in the third quarter of 2007. The effective tax rate during these periods differs from a federal statutory rate of 34% due primarily to the incremental tax rate for state and foreign income tax purposes and the provision of the valuation allowance referred to above.

Net Loss for the first six months of 2008 decreased to a net loss of $1.7 million as compared to a net loss of $5.4 million in the first six months of 2007. This decrease reflects the impact from gross

profit, SG&A, business development, start-up and transition costs, loss on early extinguishment of long-term debt, interest expense, and income tax benefit described above.

On March 15, 2004, as part of the Gilbert Global Acquisition, the Company entered into a new senior credit facility (the "2004 Senior Credit Facility") which includes a $20.0 million non-amortizing revolving credit facility and a $110.0 million Term B loan (as amended from time to time). The term loan requires cash interest payments and quarterly principal payments beginning June 30, 2004 and continuing through March 15, 2011.

Also in conjunction with the Gilbert Global Acquisition, the Company issued new 8³/8% Senior Subordinated Notes due 2011 (the "8³/8% Notes"). The 8³/8% Notes require cash interest payments each March 15th and September 15th commencing on September 15, 2004. The 8³/8% Notes are redeemable at the Company's option, under certain circumstances and at certain redemption prices, beginning March 15, 2008.

The Company used the proceeds from the 2004 Senior Credit Facility and the 8³/8% Notes to pay off the existing debt that was outstanding at closing on March 15, 2004, and to make a distribution of the net remaining equity to the selling shareholders.

On March 27, 2006, the Company amended and restated its 2004 Senior Credit Facility (the "2006 Restated Credit Facility"). The 2006 Restated Credit Facility included additional term loans under the Company's existing senior secured credit facilities of approximately $18.0 million, amendments that enabled the Company to pursue future acquisitions, and the flexibility to enable the Company to execute on its global strategic and operational initiatives.

On January 22, 2007, the Company executed an amendment to its 2006 Restated Credit Facility (the "Second Amendment"). The Second Amendment was made effective as of December 20, 2006. The Second Amendment was executed in conjunction with a second lien financing effort, described more fully below, and related acquisition, both described more fully in Notes 7 and 8 to the condensed consolidated financial statements located elsewhere in this quarterly report. In addition to allowing the flexibility for such second lien financing, the Second Amendment also provided adjustments to certain specified financial ratios and tests included in the 2006 Restated Credit Facility. As part of the Second Amendment, the margin adder on LIBOR based loans was increased to between 3.00% and 3.25%, depending on financial ratios, beginning January 22, 2007.

During the second quarter of 2008, the Company entered into interest rate swap agreements to fix the underlying LIBOR borrowing base rate on $100.0 million of its variable rate debt at approximately 3.20% for a period of approximately 24 months. The Company has designated the interest rate swaps as cash flow hedges for accounting purposes.

The 2006 Restated Credit Facility, the Second Lien, and the 8³/8% Notes contain covenants and events of default, including substantial restrictions and provisions which, among other things, limit the Company's ability to incur additional indebtedness, make acquisitions and capital expenditures, sell

assets, create liens or other encumbrances, make certain payments and dividends, or merge or consolidate. The 2006 Restated Credit Facility and the Second Lien also require the Company to maintain specified financial ratios and tests including minimum interest coverage and fixed charge coverage ratios, and maximum leverage ratios. In addition, the 2006 Restated Credit Facility and the Second Lien require certain mandatory prepayments including payments from the net proceeds of certain asset sales and a portion of the Company's excess cash flows as defined within each credit agreement.

On August 14, 2007, TTS Holdings LLC made a capital investment in the Company's parent, True Temper Corporation, of $1.7 million. These funds were then contributed by True Temper Corporation to the Company in order to maintain full compliance with the second quarter 2007 financial covenants in the Company's 2006 Restated Credit Facility and the Second Lien Credit Agreement.

On September 14, 2007, TTS Holdings LLC made a capital investment in the Company's parent, True Temper Corporation, of $5.0 million. These funds were then contributed by True Temper Corporation to the Company in order to maintain full compliance with the third quarter 2007 financial covenants in the Company's 2006 Restated Credit Facility and the Second Lien Credit Agreement.

As of June 29, 2008, with the contributions noted above, the Company was in compliance with all of the covenants in the 2006 Restated Credit Facility, the Second Lien, and the 8³/8% Notes.

Net cash provided from operations in the first six months of 2008 totaled $2.4 million as compared to net cash used in operations of $7.0 million in the first six months of 2007.

The source of cash from operating activities of $2.4 million during the first six months of 2008 was primarily the result of $8.4 million in cash generated from sales activities, offset by a use of cash in working capital of $6.0 million. The use of cash for working capital purposes related primarily to (1) an increase in trade accounts receivable of $4.7 million, or 22.2%, which was driven by the revenue increase in the first six months of 2008, and (2) an increase in inventory of $3.7 million, or 12.9%, which relates to both (i) the increase in sales during the first six months of 2008 and (ii) an increase in the inventory build programs with our key global golf OEMs.

The use of cash in operating activities of $7.0 million in the first six months of 2007 was primarily the result of $1.8 million in cash generated from sales activities offset by a use of cash in working capital of $8.8 million. The change in working capital consisted primarily of (1) an increase in accounts receivable of $7.1 million, which was an expected increase related to the increase in net sales in the first six months of 2007, and (2) an increase in inventory of $3.6 million, which relates to several factors, including (i) an increase in the cost of nickel, a raw material used in the manufacture of steel golf shafts, (ii) an increase in the number of inventory build programs with key global golf OEMs, and (iii) an increase in the Company's finished goods levels in anticipation of stronger third quarter 2007 sales.

Cash flows from investing activities were a use of cash totaling $1.3 million during the first six months of 2008, and a use of cash totaling $11.2 million during the first six months of 2007. The use of cash in investing activities during the first six months of 2008 related primarily to routine capital expenditures for machinery and equipment. The cash used in investing activities during the first six months of 2007 related primarily to the acquisition of CN Precision, as described more fully in Note 7 to the condensed consolidated financial statements located elsewhere in this quarterly report.

Cash flows from financing activities were a use of cash totaling $0.9 million during the first six months of 2008, and a source of cash totaling $17.9 million in the first six months of 2007.

The cash used by financing activities during the first six months of 2008 related primarily to a distribution to the Company's parent company, True Temper Corporation, to facilitate a contractual equity repurchase associated with a severance arrangement.

The cash provided by financing activities in the first six months of 2007 related primarily to the events surrounding the acquisition of CN Precision, as well as a general refinancing of term debt, and included (i) new borrowings of second lien term debt totaling $45.0 million, (ii) the repayment of $24.7 million in first lien term debt, and (iii) the payment of $2.3 million in debt issuance costs related to the additional borrowings.

The following table reflects the Company's contractual cash obligations for principal and anticipated interest payments on long-term debt, current maturities of long-term debt, operating leases and other purchase commitments as of June 29, 2008 (dollars in millions):

Currently, the Company's intention is to use existing cash and cash equivalents, and cash provided from future operations, if any, as allowed within the covenants of the 2006 Restated Credit Facility, the Second Lien and the 8³/8% Notes, to:

In addition to the debt service obligations for principal and interest payments, the Company's liquidity needs largely relate to working capital requirements, capital expenditures for machinery and equipment, and contributions to its defined benefit pension plan. The Company intends to fund its current and long-term working capital, capital expenditure and debt service requirements through cash flow generated from operations. However, since there can be no assurance of future performance, as of

June 29, 2008 the Company has the $20.0 million revolving credit facility available for future cash requirements (as reduced by any outstanding draws, of which there were $5.0 million as of June 29, 2008). The maximum amount the Company may use of the $20.0 million revolving credit facility is limited by the financial covenants contained within the 2006 Restated Credit Facility and is reduced by any outstanding letters of credit (which totaled $4.1 million as of June 29, 2008). As of June 29, 2008, the Company believes that cash flow generated from operations, in addition to the other financing sources discussed above, will be sufficient to meet its cash obligations for at least the ensuing 12-month period.

In addition to the Company's cash obligations for interest and principal payments related to its debt obligations, the Company also has a management services agreement with an affiliate of Gilbert Global, which requires the payment of an annual management services fee of $0.5 million, as well as a transaction-based advisory fee associated with any significant merger, acquisition or financing transaction entered into by the Company. A fee of $0.6 million was paid associated with the 2007 CN Precision acquisition.

Depending on the size, any future acquisitions, joint ventures, capital expenditures or similar transactions may require significant capital resources in excess of cash provided from operations, and potentially in excess of cash available under the revolving credit facility. There can be no assurance that the Company will be able to obtain the necessary capital, under commercially acceptable terms, from creditors or other sources that will be sufficient to execute any such business investment or capital expenditure.

Information regarding recent accounting pronouncements is contained in Note 10 to the Consolidated Financial Statements, which is incorporated herein by this reference.

The Private Securities Litigation Reform Act of 1995 (the "PSLRA") provides a safe harbor for forward-looking statements made by the Company. This document contains forward-looking statements, including but not limited to the information contained in Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations". All statements which address future operating or financial performance, events or developments that the Company expects, plans, believes, hopes, wishes, forecasts, predicts, intends, or anticipates will occur in the future, and other similar meanings or phrases, are forward-looking statements within the meaning of the PSLRA.

The forward-looking statements are based on management's current views and assumptions regarding future events and operating performance. However, there are many risk factors, including but not limited to, the Company's substantial leverage, the Company's ability to service its debt, the general state of the economy, the Company's ability to execute its plans, fluctuations in the price and availability of energy, fluctuations in the price and availability of raw materials, potentially significant increases to employee health and welfare costs, competitive factors, and other risks that could cause the actual results to differ materially from the estimates or predictions contained in the Company's forward-looking statements. Additional information concerning the Company's risk factors is contained from time to time in the Company's public filings with the SEC; and most recently in the Risk Factors section of Item 1A to Part 1 of the Company's 2007 Annual Report on Form 10-K filed with the SEC on March 21, 2008.

The Company's views, estimates, plans and outlook as described within this document may change subsequent to the release of this statement. The Company is under no obligation to modify or update any or all of the statements it has made herein despite any subsequent changes the Company may make in its views, estimates, plans or outlook for the future.

The table below provides information about the Company's debt obligations as of June 29, 2008. The table presents cash flows from principal payments and related weighted average interest rates by expected maturity dates (dollars in millions).

		Expected Maturity Date

		2008		2009		2010		2011		2012		Thereafter		Total
Fixed-Rate 8³/8% Senior Subordinated Notes		$	—	$	—	$	—	$	125.0	$	—	$	—	$	125.0
	Average Interest Rate														8.38	%
2006 Restated Credit Facility		$	0.8	$	6.0	$	71.1	$	12.6	$	—	$	—	$	90.5
	Average Interest Rate(a)														6.29	%
Second Lien		$	—	$	—	$	—	$	45.0	$	—	$	—	$	45.0
	Average Interest Rate(b)														8.69	%

The Company's operating results are affected by changes in interest rates primarily as a result of borrowings under the 2006 Restated Credit Facility and the Second Lien. If interest rates increased by 25 basis points, interest expense would have increased by less than $0.1 million for the quarterly period ended June 29, 2008, based on balances outstanding during the quarterly period then ended.

Information concerning the Company's market risks related to foreign exchange rates and commodities is contained in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of the Company's 2007 Annual Report on Form 10-K, as filed with the SEC on March 21, 2008. This information has been omitted from this report as there have been no material changes to the Company's risks related to foreign exchange rates and commodities as of June 29, 2008.

Evaluations required by Rule 13a-15 of the Securities Exchange Act of 1934 of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Report have been carried out under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer. Based upon such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.

There were no changes in the Company's internal control over financial reporting that occurred during its last fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Various claims and legal proceedings generally incidental to the normal course of business are pending or threatened against the Company. While the Company cannot predict the outcome of these matters, in the opinion of management, any liability arising from these matters will not have a material adverse effect on the Company's business, financial condition or results of operations.

There were no matters submitted to a vote of security holders during the quarter ended June 29, 2008.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 12, 2008.


ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 29, 2008
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to


Delaware (State or other jurisdiction of incorporation or organization)		52-2112620 (I.R.S. Employer Identification Number)
8275 Tournament Drive Suite 200 Memphis, Tennessee (Address of principal executive offices)		38125 (Zip Code)
Telephone: (901) 746-2000 (Registrant's telephone number, including area code)


Large accelerated filer o	Accelerated filer o	Non-accelerated filer ý	Smaller reporting company o
		(Do not check if a smaller reporting company)

	June 29, 2008		December 31, 2007

Raw materials	$	5,821	$	5,017
Work in process		3,729		4,156
Finished goods		22,542		19,245

Total	$	32,092	$	28,418

	Quarter Ended				Year-To-Date

	June 29, 2008		July 1, 2007		June 29, 2008		July 1, 2007
Pension Plan:
Net periodic pension benefit expense	$	162	$	120	$	326	$	240
Cash contributions to the pension plan	$	489	$	105	$	594	$	105
Postretirement Health Plan:
Net periodic postretirement benefit expense	$	148	$	121	$	296	$	243

Description	June 29, 2008		Level 1		Level 2		Level 3

Derivatives (foreign exchange hedging contracts)	$	0.2	$	—	$	0.2	$	—
Derivatives (interest rate swaps)	$	0.3	$	—	$	0.3	$	—

	Total		2008		2009 through 2010		2011 through 2012

Long-Term Debt, Including Current Maturities (1 and 4)	$	322.2	$	11.1	$	115.9	$	195.2
Operating Leases		2.5		0.5		1.4		0.6
Purchase Commitments (2)		1.7		1.7		—		—

Total (3)	$	326.4	$	13.3	$	117.3	$	195.8


	31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
	31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
	32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
	32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**


True Temper Sports, Inc.

By:	/s/ SCOTT C. HENNESSY
Name:		Scott C. Hennessy
Title:		President and Chief Executive Officer

By:	/s/ JASON A. JENNE
Name:		Jason A. Jenne
Title:		Vice President, Chief Financial Officer and Treasurer