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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 3, 2005 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333-72343


ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 29, 2009
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

~~TRUE~~ ~~TEMPER~~Commission ~~SPORTS,~~file ~~INC.~~number 333-72343

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

Delaware	3949	52-2112620
Delaware (State or other jurisdiction of incorporation or organization)	52-2112620 (I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
8275 Tournament Drive Suite 200 Memphis, Tennessee (Address of principal executive offices)	38125 (Zip Code)
	8275 Tournament Drive
Telephone: (901) 746-2000 (Registrant's telephone number, including area code)
	Suite 200
	Memphis, Tennessee 38125
	Telephone: (901) 746-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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~~ 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, ~~(as~~a ~~defined~~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~~) Yes o No ý~~. (Check one):

As Indicate by ofcheck ~~August 17,~~mark ~~2005~~whether the ~~Registrant~~registrant ~~had~~has ~~100~~submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule ~~shares~~405 of ~~Common Stock,~~Regulation S-T ~~$0.01~~during ~~par~~the ~~value~~preceding ~~per~~12 months ~~share,~~(or ~~outstanding~~for such shorter period that the registrant was required to submit and post such files). Yes o No o

~~TRUE~~Large ~~TEMPER~~accelerated ~~SPORTS,~~filer ~~INC.~~o Accelerated filer o Non-accelerated filer ý Smaller reporting company o (Do not check if a smaller reporting company)

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

PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Condensed Consolidated Statements of Operations (Unaudited)
		Condensed Consolidated Balance Sheets (Unaudited)
		Condensed Consolidated Statements of Cash Flows (Unaudited)
		Notes to Condensed Consolidated Financial Statements (Unaudited)
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk
	Item 4.	Controls and Procedures
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings
	Item 2.	Changes in Securities and Use of Proceeds
	Item 3.	Defaults Upon Senior Securities
	Item 4.	Submission of Matters to a Vote of Security Holders
	Item 5.	Other Information
	Item 6.	Exhibits
Signatures

As of May 12, 2009, the Registrant had 100 shares of Common Stock, $0.01 par value per share, outstanding.

~~PART~~ I ~~FINANCIAL~~ TRUE ~~INFORMATION~~TEMPER SPORTS, INC. INDEX

Item 1. Financial Statements

			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	15
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
	Item 4T.	Controls and Procedures	23
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	24
	Item 1A.	Risk Factors	24
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
	Item 3.	Defaults Upon Senior Securities	24
	Item 4.	Submission of Matters to a Vote of Security Holders	25
	Item 5.	Other Information	25
	Item 6.	Exhibits	25
Signatures			26

~~TRUE TEMPER SPORTS, INC.~~i

(A ~~wholly-owned~~PART ~~subsidiary~~I. ofFINANCIAL ~~True Temper Corporation)~~INFORMATION

~~CONDENSED~~ ~~CONSOLIDATED STATEMENTS OF~~ ~~OPERATIONS~~ Item 1. Financial Statements

TRUE TEMPER SPORTS, INC. AND SUBSIDIARIES (A wholly-owned subsidiary of True Temper Corporation) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollars in thousands)

(Dollars in thousands)

		Quarter Ended

		March 29, 2009			March 30, 2008
NET SALES		$	18,439		$	35,827
Cost of sales			15,691			23,329

	GROSS PROFIT		2,748			12,498
Selling, general and administrative expenses			2,999			3,867
Amortization of intangible assets			3,739			3,734
Restructuring, business development, start-up and transition costs			1,753			254

	OPERATING (LOSS) INCOME		(5,743	)		4,643
Interest expense, net			5,718			6,168
Other expenses			11			43

	LOSS BEFORE INCOME TAXES		(11,472	)		(1,568	)
Income tax (benefit) expense			(11	)		31

	NET LOSS	$	(11,461	)	$	(1,599	)

	Quarterly				Year – To – Date
	Successor Company				Successor Company				Predecessor Company
	Period from April 4 to July 3, 2005		Period from March 29 to June 27, 2004		Period from January 1 to July 3, 2005		Period from March 15 to June 27, 2004		Period from January 1 to March 14, 2004
NET SALES	$	32,565	$	25,333	$	64,668	$	35,297	$	20,247
Cost of sales	19,314		15,123		38,548		21,111		11,871
GROSS PROFIT	13,251		10,210		26,120		14,186		8,376
Selling, general and administrative expenses	3,947		3,339		8,135		3,903		3,635
Amortization of intangible assets	3,456		—		6,912		—		—
Business development, start-up and transition costs	70		99		135		182		100
Transaction and reorganization expenses	—		—		—		—		5,381
Loss on early extinguishment of long- term debt	—		—		—		—		9,217
OPERATING INCOME (LOSS)	5,778		6,772		10,938		10,101		(9,957		)
Interest expense, net of interest income	4,759		3,994		9,526		4,679		2,498
Other expenses (income), net	21		12		33		14		(2		)
INCOME (LOSS) BEFORE INCOME TAXES	998		2,766		1,379		5,408		(12,453		)
Income tax expense (benefit)	428		1,053		625		2,098		(2,845		)
NET INCOME (LOSS)	$	570	$	1,713	$	754	$	3,310	$	(9,608	)

See accompanying notes to condensed consolidated financial statements

~~See accompanying notes to condensed consolidated financial statements~~1

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

~~TRUE~~ ~~TEMPER~~ CONDENSED ~~SPORTS,~~CONSOLIDATED ~~INC.~~BALANCE SHEETS (Unaudited) (Dollars in thousands)

(A wholly-owned subsidiary of True Temper Corporation)

			March 29, 2009			December 31, 2008

ASSETS
CURRENT ASSETS
	Cash and cash equivalents		$	12,766		$	14,719
	Receivables, net			17,332			18,616
	Inventories			29,909			31,850
	Deferred tax assets			1,237			1,237
	Prepaid expenses and other current assets			3,457			2,349

		Total current assets		64,701			68,771
Property, plant and equipment, net				18,219			18,696
Intangible assets, net				100,692			104,431
Other assets				6,582			6,979

		Total assets	$	190,194		$	198,877

LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES
	Current portion of long-term debt		$	271,733		$	271,733
	Accounts payable			4,684			5,543
	Accrued interest			7,233			4,338
	Accrued expenses and other current liabilities			9,565			9,529

		Total current liabilities		293,215			291,143
Deferred tax liabilities				10,134			10,134
Long-term debt, net of current portion				—			—
Other liabilities				12,865			12,891

		Total liabilities		316,214			314,168
STOCKHOLDER'S DEFICIT
	Common stock—par value $0.01 per share; authorized 1,000 shares; issued and outstanding 100 shares			—			—
	Additional paid-in capital			122,673			122,673
	Accumulated deficit			(237,024	)		(225,563	)
	Accumulated other comprehensive loss, net of taxes			(11,669	)		(12,401	)

		Total stockholder's deficit		(126,020	)		(115,291	)
	Commitments and contingent liabilities (See Note 8)

		Total liabilities and stockholder's deficit	$	190,194		$	198,877

~~CONDENSED~~See accompanying ~~CONSOLIDATED~~notes ~~BALANCE~~to ~~SHEETS~~condensed consolidated financial statements

~~(Unaudited)~~2

TRUE TEMPER SPORTS, INC. AND SUBSIDIARIES (~~Dollars~~A inwholly-owned ~~thousands~~subsidiary of True Temper Corporation)

	July 3, 2005			December 31, 2004
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	4,483		$	3,337
Receivables, net	19,399			14,578
Inventories	20,264			21,910
Prepaid expenses and other current assets	3,742			3,533
Total current assets	47,888			43,358
Property, plant and equipment, net	13,371			13,407
Goodwill, net	150,883			150,883
Intangible assets, net	139,354			146,266
Other assets	6,372			6,911
Total assets	$	357,868		$	360,825
LIABILITIES & STOCKHOLDER’S EQUITY
CURRENT LIABILITIES
Current portion of long-term debt	$	—		$	545
Accounts payable	5,417			4,356
Accrued expenses and other current liabilities	11,417			9,796
Total current liabilities	16,834			14,697
Deferred tax liability, net	5,903			5,403
Long-term debt, net of current portion	225,725			232,180
Other liabilities	7,337			7,215
Total liabilities	255,799			259,495
STOCKHOLDER’S EQUITY
Common stock — par value $0.01 per share; authorized 1,000 shares; issued and outstanding 100 shares	—			—
Additional paid-in capital	111,943			111,943
Accumulated deficit	(9,710		)	(10,464		)
Accumulated other comprehensive loss, net of taxes	(164		)	(149		)
Total stockholder’s equity	102,069			101,330
Total liabilities and stockholder’s equity	$	357,868		$	360,825

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

See accompanying notes to condensed consolidated financial statements

				Quarter Ended

				March 29, 2009			March 30, 2008
OPERATING ACTIVITIES
	Net loss			$	(11,461	)	$	(1,599	)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Depreciation			793			846
		Amortization of deferred financing costs			465			461
		Amortization of intangible assets			3,739			3,734
		(Gain) loss on disposal of property, plant and equipment			(15	)		13
		Change in accrued interest			2,895			(2,780	)
		Changes in other operating assets and liabilities, net			1,999			(655	)

			Net cash provided by (used in) operating activities		(1,585	)		20
INVESTING ACTIVITIES
	Purchases of property, plant and equipment				(365	)		(440	)
	Proceeds from sale of property, plant and equipment				64			—

			Net cash used in investing activities		(301	)		(440	)
FINANCING ACTIVITIES
	Dividends paid to True Temper Corporation				—			(475	)
	Other financing activity				(67	)		(61	)

			Net cash used in financing activities		(67	)		(536	)
Net decrease in cash and cash equivalents					(1,953	)		(956	)
Cash and cash equivalents at beginning of period					14,719			4,722

Cash and cash equivalents at end of period				$	12,766		$	3,766

2See accompanying notes to condensed consolidated financial statements

~~TRUE TEMPER SPORTS, INC.~~3

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)

~~CONDENSED~~ ~~CONSOLIDATED~~1) ~~STATEMENTS~~Basis OFof ~~CASH FLOWS~~Presentation

The accompanying unaudited condensed consolidated financial statements of True Temper Sports, Inc. and subsidiaries (~~Unaudited~~"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 consolidated financial statements and the notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2008. In the opinion of management, the unaudited condensed consolidated financial statements as of and for the periods ended March 29, 2009 and March 30, 2008 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 (~~Dollars~~with inthe ~~thousands~~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.

	Successor Company						Predecessor Company
	Period from January 1 to July 3, 2005			Period from March 15 to June 27, 2004			Period from January 1 to March 14, 2004
OPERATING ACTIVITIES
Net income (loss)	$	754		$	3,310		$	(9,608	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	1,349			836			671
Amortization of deferred financing costs	726			309			109
Amortization of intangible assets	6,912			—			—
Transaction and reorganization expenses	—			—			5,381
Loss on early extinguishment of long-term debt	—			—			9,217
Deferred taxes	500			2,069			(3,015		)
Changes in operating assets and liabilities, net	(696		)	(748		)	227
Net cash provided by operating activities	9,545			5,776			2,982
INVESTING ACTIVITIES
Purchase of property, plant and equipment	(1,313		)	(617		)	(330		)
Net cash used in investing activities	(1,313		)	(617		)	(330		)
FINANCING ACTIVITIES
Proceeds from issuance of bank debt	—			110,000			—
Proceeds from issuance of Senior Subordinated Notes	—			125,000			—
Principal payments on bank debt	(7,000		)	—			(7,700		)
Repayment of bank debt, including accrued interest	—			(6,335		)	—
Call Senior Subordinated Notes, including accrued interest and call premium	—			(109,160		)	—
Payment of debt issuance costs	—			(8,673		)	—
Distribution of net equity to selling sharholders	—			(102,518		)	—
Transaction and reorganization expenses, including cash payments for direct acquisition costs	—			(10,780		)	(463		)
Other financing activity	(86		)	—			(42		)
Net cash used in financing activities	(7,086		)	(2,466		)	(8,205		)
Net increase (decrease) in cash	1,146			2,693			(5,553		)
Cash at beginning of period	3,337			2,836			8,389
Cash at end of period	$	4,483		$	5,529		$	2,836

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 ("Gilbert Global Acquisition"). The Gilbert Global Acquisition was finalized and closed on March 15, 2004.

~~See~~ ~~accompanying~~2) ~~notes~~Stock-Based ~~to condensed consolidated financial statements~~Compensation

3 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. The 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. During the year ended December 31, 2008, a total of 60,000 Equity Incentive Awards were granted and none were exercised or forfeited.

~~TRUE~~ There have ~~TEMPER~~been ~~SPORTS~~no Equity Incentive Awards granted, ~~INC~~exercised or forfeited in the first quarter of 2009. The weighted average remaining contractual life of the Equity Incentive Awards is between six and seven years.

(A In addition, ~~wholly-owned~~TTC ~~subsidiary~~has 354,000 equity awards which vest only upon a sale of ~~True~~TTC ~~Temper~~and achievement of certain other terms as described in the awards. As of March 29, 2009, the events ~~Corporation)~~required for vesting of these awards are not expected to occur in the near term.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~4

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

~~(Dollars~~ inNOTES ~~thousands~~TO ~~unless~~CONDENSED ~~otherwise indicated~~CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1 (Unaudited) ~~Basis~~ (Dollars ofin ~~Presentation~~thousands unless otherwise indicated)

~~The~~ ~~accompanying unaudited financial statements of True Temper Sports, Inc. (“True Temper” or the “Company”~~3) 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 accounting principles generally accepted in the United States of America. It is suggested that these financial statements be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2004. In the opinion of management, the financial statements as of and for the periods ended July 3, 2005 and June 27, 2004 include all adjustments, consisting of only normal recurring adjustments, which are necessary for the fair presentation of results for interim periods.Inventories

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.

	March 29, 2009		December 31, 2008

Raw materials	$	4,170	$	5,995
Work in process		2,719		2,598
Finished goods		23,020		23,257

Total	$	29,909	$	31,850

On ~~January 30, 2004, TTS Holdings LLC, a company formed by Gilbert Global Equity Partners, L.P. and its affiliated funds (“Gilbert Global”~~4)~~, entered~~ ~~into~~Segment 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 True Temper Corporation. 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 10 7/8% 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 8 3/8% senior subordinated notes due 2011.Reporting

~~This~~ ~~transaction was accounted for by the Company’s parent company using the purchase method of accounting. As the Company is~~ (a) ~~wholly~~Segment owned subsidiary of True Temper Corporation, the Company has “pushed down” the effect of the purchase method of accounting to these financial statements. These financial statements and accompanying notes present the historical cost basis results of the Company as “predecessor company” through March 14, 2004, and the results of the Company as “successor company” from March 15, 2004 through July 3, 2005, accordingly, the successor company presentation is not comparable to the predecessor company presentation due to the different basis of accounting. The financial statements have also been separated by a vertical dashed line into predecessor company and successor company results where necessary.Reporting

~~2) Inventories~~ 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
		July 3, 2005			December 31, 2004
Raw materials		$	4,895		$	4,601
				March 29, 2009			March 30, 2008
Work in process		1,871			2,182
Net sales:
Finished goods		13,498			15,127
	Golf shafts			$	15,054		$	31,922
Total		$	20,264		$	21,910
	Performance sports				3,385			3,905
		Total		$	18,439		$	35,827
Gross profit:
	Golf shafts			$	2,076		$	11,608
	Performance sports				672			890
		Total		$	2,748		$	12,498

~~3) Segment Reporting~~5

~~The Company operates in two reportable business segments: golf shafts~~ ~~and~~TRUE ~~performance~~TEMPER ~~sports~~SPORTS, INC. ~~The~~AND ~~Company’s reportable segments are based on the type~~SUBSIDIARIES of(A ~~product~~wholly-owned ~~manufactured~~subsidiary ~~and the application~~ of ~~that~~True ~~product~~Temper inCorporation) 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

4 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~strength,~~ ~~tight tolerance tubular components for bicycle, hockey and~~(Unaudited) ~~other~~(Dollars ~~recreational~~in ~~sport~~thousands ~~markets.~~unless ~~The~~otherwise ~~Company~~indicated) ~~evaluates the performance of these segments based on segment sales and gross profit. The Company has no inter-segment sales.~~

	Quarterly				Year – To – Date
	Successor Company				Successor Company				Predecessor Company
	Period from April 4 to July 3, 2005		Period from March 29 to June 27, 2004		Period from January 1 to July 3, 2005		Period from March 15 to June 27, 2004		Period from January 1 to March 14, 2004
Net sales:
Golf shafts	$	30,787	$	23,981	$	61,432	$	33,360	$	19,067
Performance sports	1,778		1,352		3,236		1,937		1,180
Total	$	32,565	$	25,333	$	64,668	$	35,297	$	20,247
Gross profit:
Golf shafts	$	12,807	$	9,936	$	25,385	$	13,736	$	8,080
Performance sports	444		274		735		450		296
Total	$	13,251	$	10,210	$	26,120	$	14,186	$	8,376

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

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

		Quarter Ended

		March 29, 2009			March 30, 2008
Total reportable segment gross profit		$	2,748		$	12,498
Less:
	Selling, general and administrative expenses		2,999			3,867
	Amortization of intangible assets		3,739			3,734
	Restructuring, business development, start-up and transition costs		1,753			254
	Interest expense, net		5,718			6,168
	Other expense, net		11			43

Total Company loss before income taxes		$	(11,472	)	$	(1,568	)

	Quarterly				Year – To – Date
	Successor Company				Successor Company				Predecessor Company
	Period from April 4 to July 3, 2005		Period from March 29 to June 27, 2004		Period from January 1 to July 3, 2005		Period from March 15 to June 27, 2004		Period from January 1 to March 14, 2004
Total reportable segment gross profit	$	13,251	$	10,210	$	26,120	$	14,186	$		8,376
Less:
Selling, general and administrative expenses	3,947		3,339		8,135		3,903		3,635
Amortization of intangible assets	3,456		—		6,912		—		—
Business development, start-up and transition costs	70		99		135		182		100
Transaction and reorganization expenses	—		—		—		—		5,381
Loss on early extinguishment of long-term debt	—		—		—		—		9,217
Interest expense, net of interest income	4,759		3,994		9,526		4,679		2,498
Other expense (income), net	21		12		33		14		(2			)
Total Company income (loss) before income taxes	$	998	$	2,766	$	1,379	$	5,408	$	(12,453		)

(b) Sales by Geographic Region

5 The geographic distribution of the Company's net sales, by location of customer, is summarized as follows:

4) Comprehensive Income

		Quarter Ended

		March 29, 2009		March 30, 2008
U.S.		$	11,180	$	23,794
International			7,259		12,033

	Total	$	18,439	$	35,827

~~Total~~ ~~comprehensive~~5) ~~income~~Comprehensive ~~and its components for the periods covered by this report are as follows:~~Loss

	Quarterly					Year – To – Date
	Successor Company					Successor Company					Predecessor Company
	Period from April 4 to July 3, 2005		Period from March 29 to June 27, 2004			Period from January 1 to July 3, 2005			Period from March 15 to June 27, 2004		Period from January 1 to March 14, 2004
Net income (loss)	$	570	$	1,713		$	754		$	3,310	$	(9,608	)
Mark to market adjustment on foreign currency derivative instruments, net of taxes	—		(20		)	(15		)	55		(121		)
Total comprehensive income (loss)	$	570	$	1,693		$	739		$	3,365	$	(9,729	)

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

5) Transaction and Reorganization

		Quarter Ended

		March 29, 2009			March 30, 2008
Net loss		$	(11,461	)	$	(1,599	)
	Mark to market adjustment on derivative instruments		732			167

Total comprehensive loss		$	(10,729	)	$	(1,432	)

On January 30, 2004, TTS Holdings LLC, a company formed by 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 True Temper Corporation. 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 10 7/8% 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 8 3/8% senior subordinated notes due 2011.6

~~The purchase price as stipulated in the January 30, 2004 stock~~ ~~purchase~~TRUE ~~agreement~~TEMPER ~~totaled $342.0 million~~SPORTS, ~~plus direct acquisition costs and certain working capital adjustments of $18~~ INC.4 ~~million,~~AND ~~less a purchase price~~SUBSIDIARIES ~~adjustment~~(A ~~for~~wholly-owned ~~final~~subsidiary ~~working capital~~ of ~~$0.8~~True ~~million. Following~~Temper isCorporation) ~~the allocation of the total consideration paid:~~

Current assets, excluding inventory			$	20,086
Inventory			30,119
Identifiable intangible assets:
Trade name	$	19,455
Patented technology	11,686
Purchased customer relationships	121,524
Lease contract	4,323
Other	262
Total identifiable intangible assets			157,250
Property, plant and equipment			14,684
Deferred tax assets, net, existing at acquisition date			51,866
Deferred tax assets related to acquisition			10,552
Deferred financing costs			7,366
Goodwill			150,883
Other assets			95
Current liabilities			(12,475		)
Deferred tax liability related to intangible assets			(59,680		)
Deferred tax liability related to fair value of inventory			(4,432		)
Other liabilities			(6,656		)
Total			$	359,658

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6 (Unaudited) (Dollars in thousands unless otherwise indicated)

~~This~~ ~~transaction~~6) ~~was~~Pension ~~accounted~~and ~~for~~Other byPostretirement the Company’s parent company 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 these financial statements.Benefits

~~In connection with the acquisition, the Company conducted an assessment and valuation of all tangible and intangible assets acquired.~~ The ~~results~~following ~~of this exercise are reflected in the allocation~~ table ~~above. Of particular~~reflects ~~note was (i)~~ the ~~establishment~~Company's ofnet ~~intangible~~periodic ~~assets~~pension inbenefit ~~an aggregate~~expense ~~amount of approximately $157.3 million based on both internal Company assessments~~ and acash ~~study~~contributions ~~conducted~~to byits anpension ~~independent~~plan, ~~firm~~as ~~specializing~~well inas ~~intangible asset valuation; and (ii)~~ the ~~write-up~~net ofperiodic ~~inventory~~postretirement ~~by approximately~~benefit ~~$11.7~~expense ~~million~~related to ~~reflect~~its ~~the~~unfunded ~~estimated~~health ~~fair~~care ~~value~~plan offor ~~inventory~~retirees, ~~at the~~for ~~date of acquisition. Both of these adjustments were completed in compliance with~~ the ~~purchase~~periods ~~accounting prescribed~~covered by ~~Statement~~this ofreport: ~~Financial Accounting Standards No. 141, Business Combinations, which the Company adopted on January 1, 2002.~~

The establishment of the intangible assets results in certain non-cash amortization expense beginning in 2004, as these intangible assets are amortized over their expected economic lives.

	Quarter Ended

	March 29, 2009		March 30, 2008
Pension Plan:
Net periodic pension benefit expense	$	171	$	164
Cash contributions to the pension plan	$	260	$	105
Postretirement Health Plan:
Net periodic postretirement benefit expense	$	148	$	148

At the time of the transaction the predecessor company recorded certain transaction related expenses totaling $5.4 million. These expenses consist primarily of investment banking merger and acquisition fees, legal fees and other incidental costs and expenses typically incurred in an acquisition of this nature. Also, as a direct result of the early extinguishment of the predecessor company’s long-term debt, expenses totaling $9.2 million were incurred consisting primarily of the write-off of the remaining deferred financing costs related to the 10 7~~/8% senior~~) subordinated notes due 2008 and the 2002 senior credit facility, and the early extinguishment call premium and related interest incurred when the Company redeemed the 10 7/8% senior subordinated notes on March 15, 2004.Borrowings

~~The~~ Long-term ~~following~~debt ~~unaudited pro forma financial information is presented~~ as if ~~the aforementioned transaction, and all related purchase accounting adjustments, had occurred as~~ of ~~January~~March 129, ~~2004. The~~2009 ~~pro forma amounts contain certain adjustments, including, (i) an adjustment to interest expense to reflect the extinguishment of the 10 7/8% Senior Subordinated Notes due 2008~~ and ~~the 2002 senior credit facility, and the issuance of the 8 3/8% Senior Subordinated Notes due 2011 and 2004 senior credit facility, (ii)~~December ~~the elimination of transaction and reorganization expenses and the loss on early extinguishment of long-term debt~~31, ~~which~~2008 ~~are~~consisted ~~both non-recurring, (iii) the additional charge to operating income for the amortization~~ of ~~intangible assets and (iv)~~ the ~~related~~following: ~~tax effect of the adjustments described above.~~

	March 29, 2009			December 31, 2008
	Period from January 1 to June 27, 2004
Net sales	$	55,544
83/8% Senior Subordinated Notes due 2011	$	125,000		$	125,000
Income before income taxes	$	(178	)
2006 Restated Credit Facility		101,733			101,733
Net income	$	(204	)
Second Lien		45,000			45,000
Total debt		271,733			271,733
Less current portion		271,733			271,733
Long-term debt, net of current portion	$	—		$	—

6 On January 22, 2007, the Company executed an amendment to its 2006 Restated Credit Facility (the "Second Amendment") ~~Pension~~. 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 ~~Other~~related ~~Postretirement~~acquisition ~~Benefits~~of CN Precision. 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 3.0% and 3.25%, depending on financial ratios, beginning January 22, 2007. Due to the events of default described below, interest on the 2006 Restated Credit Facility will accrue at the base rate which is the greater of (a) the Prime Rate, or (b) the Federal Funds Effective Rate in effect at the beginning of each quarter. A margin adder of 2.5% and a default margin adder of 2.0% is added to the base rate.

~~The~~ On January 22, ~~following~~2007, ~~table~~the ~~reflects~~Company executed a Second Lien Credit Agreement (the ~~Company’s~~"Second ~~net~~Lien"). ~~periodic~~The ~~pension~~Second ~~benefit~~Lien included additional term loans of approximately $45.0 million, ~~expense~~with ~~and~~$24.7 million ~~cash~~of ~~contributions~~the proceeds being used to ~~its~~pay ~~pension~~down ~~plan~~the ~~for~~debt under the ~~periods~~2006 ~~covered~~Restated byCredit Facility. The margin adder under the Second Lien is 4.5% or 5.5%, depending on the type of ~~this~~borrowing. ~~report~~The ~~(dollars~~maturity indate ~~millions):~~of the Second Lien is June 30, 2011. The Second Lien does not amortize. Due to the

	Quarterly					Year – To – Date
	Successor Company					Successor Company				Predecessor Company
	Period from April 4 to July 3, 2005			Period from March 29 to June 27, 2004		Period from January 1 to July 3, 2005		Period from March 15 to June 27, 2004		Period from January 1 to March 14, 2004
Net periodic pension benefit expense	$		148	$	85	$	297	$	99	$	186
Cash contribution to the pension plan	$	46		$	—	$	46	$	—	$	—

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

~~Item~~ 2.NOTES ~~Management’s~~TO ~~Discussion~~CONDENSED ~~and~~CONSOLIDATED ~~Analysis~~FINANCIAL ofSTATEMENTS ~~Financial~~(Continued) ~~Condition and Results of Operations~~

~~The~~ ~~following discussion should be read in conjunction with the more~~(Unaudited) ~~detailed~~(Dollars ~~information~~ in ~~the~~thousands ~~Company’s~~unless ~~2004~~otherwise ~~Annual Financial~~indicated) ~~Statements, including the notes thereto, appearing most recently in our 2004 Annual Report on Form 10-K, filed with the SEC on March 30, 2005.~~

~~Company~~events of ~~Overview~~default described below, interest on the Second Lien will accrue at the base rate which is the greater of (a) the Prime Rate, or (b) the Federal Funds Effective Rate in effect at the beginning of each quarter. A margin adder of 5.0% and a default margin adder of 2.0% is added to the base rate.

~~True~~ Due to ~~Temper Sports, Inc. (“True Temper” or~~ the ~~“Company”),~~events ~~a wholly owned subsidiary~~ of ~~True~~default ~~Temper~~described ~~Corporation (“TTC”)~~below, isinterest aon ~~leading designer, manufacturer and marketer of steel, composite, and multi-material golf club shafts for original equipment manufacturers (“OEM’s”) and distributors in~~ the ~~golf~~83/8% ~~equipment~~Notes ~~industry.~~will Inaccrue ~~addition,~~at ~~True Temper produces and sells a variety of performance sports products that offer high strength and tight tolerance tubular components to~~ the ~~bicycle,~~default ~~hockey~~rate ~~and other recreational sports markets. In calendar 2004, golf shaft sales represented 94%~~ of ~~total revenues, and performance sports sales represented 6~~93/8%. ~~This sales split has remained relatively consistent during the first six months of 2005.~~

~~Purchase~~ Substantially all ~~Agreement~~of ~~for~~the ~~True~~Company's ~~Temper~~assets ~~Corporation~~are pledged as collateral under the 2006 Restated Credit Facility and the Second Lien. The 2006 Restated Credit Facility, the Second Lien, and the 83/8% Senior Subordinated Notes due 2011 (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. Furthermore, 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. The 2006 Restated Credit Facility and the Second Lien also require the Company to maintain certain specified financial ratios and tests including minimum interest coverage and fixed charge coverage ratios, and maximum leverage ratios. As of March 29, 2009, the Company was not in compliance with these ratios.

On ~~January~~ April 3023, ~~2004~~2008, ~~TTS~~the ~~Holdings~~Company ~~LLC, a company formed by Gilbert Global Equity Partners, L.P. and its affiliated funds (“Gilbert Global”),~~ entered into ainterest ~~stock~~rate ~~purchase~~swap ~~agreement~~agreements ~~with the Company’s direct parent company, True Temper Corporation, pursuant~~ to ~~which~~fix ~~TTS Holdings LLC and certain of~~ the ~~Company’s~~underlying ~~senior~~LIBOR ~~management~~borrowing ~~purchased~~base ~~all~~rate ofon ~~the outstanding shares of TTC (“Gilbert Global Acquisition”)~~$100.0 Inmillion ~~connection with this acquisition, and effective on March 15, 2004, the Company repaid all~~ of its ~~outstanding~~variable ~~2002~~rate ~~senior~~debt ~~credit facility,~~at ~~redeemed~~approximately ~~all of its 10 7/8~~3.20% ~~senior~~for ~~subordinated~~a ~~notes~~period ~~due 2008, and made certain payments~~ of ~~the~~approximately ~~net remaining equity of the predecessor company to the selling shareholders.~~24 ~~These~~months. ~~payments~~The ~~were~~Company ~~financed~~has ~~with~~designated the ~~net~~interest ~~proceeds~~rate ofswaps aas ~~new~~cash ~~senior credit~~flow ~~facility~~hedges ~~and~~for ~~new~~accounting ~~8 3/8% senior subordinated notes due 2011~~purposes.

~~The~~ ~~Gilbert~~Liquidity ~~Global~~and ~~Acquisition~~Substantial ~~was~~Doubt ~~accounted~~About ~~for by~~ the Company’'s ~~parent company~~Ability ~~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 ~~its~~Continue ~~financial statements. The Company’s financial statements and accompanying notes present the historical cost basis results of the Company~~ as ~~“predecessor”~~a ~~through~~Going March 14, 2004, and the results of the Company as “successor” from March 15, 2004 through July 3, 2005, accordingly, certain elements of the successor company presentation are not comparable to the predecessor company presentation due to the different basis of accounting.Concern

~~For~~ On ~~purposes~~March 16, of2009, the ~~following~~Company ~~discussion~~did ~~regarding~~not make the ~~Company’s~~principal payment then due on its revolving credit loans, in an aggregate amount ~~results~~equal ofto ~~operations~~$20.0 million (including $17.0 million in borrowings and ~~cash~~$3.0 million ~~flow~~in outstanding letters of credit), due to the lenders under the 2006 Restated Credit Facility. The Company's ~~has~~failure ~~combined~~to make the ~~results~~scheduled ~~of the~~principal ~~predecessor~~payment ~~and~~on ~~successor~~the ~~companies~~revolving incredit ~~2004~~loans inis ~~order~~an toEvent ~~compare~~of Default under the ~~results~~2006 Restated Credit Facility, which entitles the lenders to immediately accelerate the ~~results~~repayment inof ~~2005. Material variances~~all ~~caused~~other byamounts borrowed under the ~~different~~2006 ~~basis~~Restated ofCredit ~~accounting~~Facility ~~have~~together ~~been~~with ~~disclosed~~accrued ~~where applicable~~and unpaid interest thereon.

Also on March 16, 2009, the Company did not pay interest then due to the holders of its 83/8% Notes. The failure to pay interest constituted an Event of Default under the Indenture, which gave the holders of the 83/8% Notes the right to accelerate the payment of the principal together with accrued and unpaid interest thereon. The non-payment of principal then due under the 2006 Restated Credit Facility described above also constituted an Event of Default under the Indenture, giving the holders of the 83/8% Notes the right to immediately accelerate the repayment of the principal of the 83/8% Notes together with accrued and unpaid interest thereon.

~~Results~~ The non-payment of ~~Operations~~interest under the Indenture also constituted an Event of Default under the Second Lien, giving the lenders the right to accelerate the repayment of amounts borrowed under the Second Lien together with accrued and unpaid interest thereon. The non-payment of principal under the 2006 Restated Credit Facility, if continued for 90 days after notice or if the maturity of principal of the 2006 Restated Credit Facility is accelerated, will constitute an Event of Default under the Second

~~The following tables set forth the components of net income as a percentage of net sales for the periods indicated:~~8

	Quarterly
	Period from April 4 to July 3, 2005		Period from March 29 to June 27, 2004
Net sales	100.0	%	100.0	%
Cost of sales	59.3		59.7
Gross profit	40.7		40.3
Selling, general and administrative expenses	12.1		13.2
Amortization of intangible assets	10.6		—
Business development, start-up and transition costs	0.2		0.4
Operating income	17.7		26.7
Interest expenses, net of interest income	14.6		15.8
Other expenses, net	0.1		—
Income before income taxes	3.1		10.9
Income tax expense	1.3		4.2
Net income	1.8	%	6.8	%

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

	Year – To – Date
	Successor Company		Combined Company		Successor Company		Predecessor Company
	Period from January 1 to July 3, 2005		Period from January 1 to June 27, 2004		Period from March 15 to June 27, 2004		Period from January 1 to March 14, 2004
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	59.6		59.4		59.8		58.6
Gross profit	40.4		40.6		40.2		41.4
Selling, general and administrative expenses	12.6		13.6		11.1		18.0
Amortization of intangible assets	10.7		—		—		—
Business development, start-up and transition costs	0.2		0.5		0.5		0.5
Transaction and reorganization expenses	—		9.7		—		26.6
Loss on early extinguishment of debt	—		16.6		—		45.5
Operating income (loss)	16.9		0.3		28.6		(49.2	)
Interest expense, net of interest income	14.7		12.9		13.3		12.3
Other expenses, net	0.1		—		—		—
Income (loss) before income taxes	2.1		(12.7	)	15.3		(61.5	)
Income tax expense (benefit)	1.0		(1.3	)	5.9		(14.1	)
Net income (loss)	1.2	%	(11.3	)%	9.4	%	(47.5	)%

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~Second~~ ~~Quarter Ended July 3, 2005~~(Unaudited) ~~Compared~~(Dollars toin ~~the~~thousands ~~Second~~unless ~~Quarter~~otherwise ~~Ended~~indicated) ~~June 27, 2004~~

~~Net Sales for~~Lien, giving the ~~second~~lenders ~~quarter~~the ofright ~~2005~~to ~~increased~~accelerate ~~$7.2~~the ~~million,~~repayment orof ~~28.5%,~~amounts toborrowed ~~$32.6~~under ~~million from~~the ~~$25.3~~Second ~~million~~Lien intogether ~~the~~with ~~second~~accrued ~~quarter~~and ofunpaid ~~2004~~interest thereon.

~~Golf shaft sales increased $6.8 million, or 28.4%, to $30.8 million~~ Due ~~compared~~ to the ~~$24.0~~events ~~million in the second quarter~~ of ~~2004. This~~default ~~improvement~~described ~~in revenue was driven by several factors~~above, ~~including~~all ~~a favorable shift in the mix~~ of ~~steel golf shafts sold towards more premium, branded products. In addition,~~ the Company ~~generated greater unit sales of both steel and graphite golf shafts. The increased unit volume can be attributed to several factors, including (i) increased demand for True Temper’~~'s ~~new~~debt ~~product~~has ~~offerings~~been ~~such~~classified as ~~the Dynamic Gold SL steel shaft and the Grafalloy ProLaunch graphite shaft, (ii)~~ a ~~greater number~~current ofliability ~~successful~~on ~~new~~its ~~club~~consolidated ~~introductions~~balance ~~from~~sheets ~~several key OEM partners, specifically in the iron category, (iii) general reductions in the overall wholesale and retail channel inventory positions~~ as ~~compared~~of ~~to prior year levels~~March 29, ~~and~~2009 ~~(iv) increased acceptance~~ and ~~usage of the Company’s graphite~~ ~~golf shaft products in certain OEM partners’ custom option programs~~December 31, ~~primarily in the Grafalloy Blue and ProLaunch family of products~~2008.

~~Performance~~ The Company ~~sports~~has ~~sales~~negotiated ~~increased~~the ~~$0.4~~terms ~~million~~of a 90-day forbearance with all of the lenders in the Company's revolving credit facility, orand 31a majority of the lenders in the Company's 2006 Restated Credit Facility.5% Under the terms of the forbearance, the lenders in the Company's revolving credit facility and 2006 Restated Credit Facility have agreed not to ~~$1.8~~exercise their rights as a ~~million~~result inof this default through June 16, 2009, provided the ~~second~~Company ~~quarter~~adheres to the requirements of ~~2005~~the ~~from~~forbearance $1terms.4 ~~million~~Upon inexpiration of the ~~second~~forbearance ~~quarter~~period, the forbearance shall be immediately and automatically terminated and be of ~~2004~~no further force or effect. ~~This~~ ~~increase~~The inCompany's ~~revenue~~non-compliance ~~was~~with the aforementioned covenants, decreasing revenues resulting from the ~~driven~~current ~~primarily~~global byeconomic ~~unit~~downturn, ~~volume~~and substantial annual cash interest payment requirements raise substantial doubt about its ability to continue as a going concern under its existing capital structure.

9 The Company has retained the investment banking firm, Lazard Middle Market, to assist it in exploring alternatives to enhance the Company's capital structure. The Company is currently in ongoing discussions with certain lenders under the 2006 Restated Credit Facility, the Second Lien, and the 83/8% Notes to refinance or restructure its debt. In addition to addressing the Company's capital structure, management has also enacted restructuring plans to address operating costs by reducing headcount on a global basis, significantly reducing fixed costs at the Company's manufacturing facilities, renegotiating lease terms and rental rates for certain of the Company's facilities, and decreasing discretionary spending on items such as travel, entertainment, and certain marketing expenses.

~~improvements~~ There can inbe ~~both~~no guarantee that any restructuring or refinancing plan will be successfully implemented. Failure to successfully implement a restructuring or refinancing plan or otherwise address compliance issues under the ~~hockey~~2006 ~~and~~Restated ~~bike~~Credit ~~categories~~Facility, ~~which~~the isSecond Lien, or the 83/8% Notes within the time frame permitted may have a ~~direct~~material adverse effect on the ~~result~~Company's business, results of operations, and financial position, and may materially impact the Company’'s ~~strategic~~ability ~~initiative~~to ~~focused~~continue onas ~~diversification~~a ~~into non-golf~~going ~~recreation markets~~concern.

~~Net~~ None of ~~sales~~the tolenders ~~international~~under ~~customers~~the ~~increased~~2006 ~~$0.7 million,~~Restated orCredit ~~8.6%,~~Facility toor ~~$9.1~~the ~~million~~Second inLien, ~~the~~nor ~~second~~any ~~quarter~~holders of ~~2005~~83/8% ~~from~~Notes ~~$8.3~~have ~~million in~~accelerated the ~~second~~payment ~~quarter~~ of ~~2004. This increase~~principal ~~resulted~~or ~~primarily~~interest ~~from~~under any of the ~~same~~applicable ~~overall~~agreements ~~golf~~as ~~industry~~of ~~drivers~~the ~~and True~~time ~~Temper~~of ~~specific~~filing ~~issues~~of ~~described~~this ~~above~~Quarterly Report on Form 10-Q.

~~Gross~~ ~~Profit for the second quarter of 2005 increased approximately $3.0 million, or 29.~~8%, to $13.3 million from $10.2 million in the second quarter of 2004. Gross profit as a percentage of net sales increased to 40.7% in the second quarter of 2005 from 40.3% in the second quarter of 2004. The increase in gross profit as a percentage of net sales was driven primarily by (i) ~~improved foreign~~ ~~currency~~Commitments ~~exchange rates, (ii) increased selling prices~~ and ~~favorable~~ product mix in the golf shaft category, and (iii) favorable operating improvements from productivity and cost control programs at the Company’s manufacturing facilities, including the labor cost savings realized from the transition of graphite product manufacturing to Guangzhou, China. These favorable factors were partially offset by (i) an increase in the cost of raw materials and natural gas and (ii) the impact of general inflation on the Company’s other labor and overhead costs.Contingencies

~~Selling,~~ ~~General~~Product and Administrative Expenses (“SG&A”) for the second quarter of 2005 increased $0.6 million, or 18.2%, to $3.9 million from $3.3 million in the second quarter of 2004. SG&A as a percentage of net sales decreased to 12.1% in the second quarter of 2005 from 13.2% in the second quarter of 2004. This decrease in SG&A as a percentage of net sales was due primarily to the increase in sales between periods. In addition the Company’s total SG&A expense increased between periods due in part to incremental advertising and promotion of new products.Warranties

~~During~~ The ~~the~~Company ~~second~~generally ~~quarter~~warrants ofits ~~2005~~products ~~the~~against ~~Company~~certain ~~spent~~manufacturing ~~approximately~~and $0other defects.~~1 million~~ onThese ~~its~~product ~~initial~~warranties ~~compliance~~are ~~project~~provided ~~related~~for specific toperiods ~~Section 404~~of time and/or usage of the ~~Sarbanes-Oxley~~ ~~Act~~product depending on the nature of ~~2002~~the ~~(“SOX”). In 2004~~product, the ~~Company~~geographic ~~spent~~location ~~approximately~~of $0its sale and other factors.1 ~~million~~The onaccrued ~~SOX~~product ~~initial~~warranty ~~compliance,~~costs are based ~~all~~primarily inon ~~the~~historical ~~fourth~~experience ~~quarter~~of actual warranty claims as well as current information on product costs.

Amortization of Intangible Assets for the second quarter of 2005 was $3.5 million. Intangible assets were acquired in connection with the Gilbert Global Acquisition. Intangible assets with definitive lives are being amortized using a straight-line method over periods from 2 to 59 years. There was no amortization of intangible assets in the second quarter of 2004.9

~~Business Development, Start-Up and Transition~~ ~~Costs~~TRUE ~~for~~TEMPER ~~the~~SPORTS, INC. ~~second~~AND ~~quarter of 2005 remained~~SUBSIDIARIES ~~relatively~~(A ~~flat to the second quarter of 2004 at $0.1 million. These costs represent various start~~wholly-~~up business~~owned ~~expenses~~subsidiary ~~related to the opening~~ of ~~the~~True ~~Company’s~~Temper ~~composite manufacturing~~Corporation) ~~operation in Southern China, and the related down-sizing costs incurred at the Company’s El Cajon, California facility.~~

~~Operating~~ ~~Income~~NOTES ~~for the~~TO ~~second~~CONDENSED ~~quarter~~CONSOLIDATED ofFINANCIAL ~~2005~~STATEMENTS ~~decreased~~(Continued) $1.0 million, or 14.7%, to $5.8 million from $6.8 million in the second quarter of 2004. Operating income as a percentage of net sales decreased to 17.7% in the second quarter of 2005 from 26.7% in the second quarter of 2004. This decrease reflects the profit impact of the items described above, primarily the amortization of intangible assets.

~~Interest~~ ~~Expense, net of Interest Income~~(Unaudited) ~~for~~(Dollars ~~the second quarter of 2005 increased to $4.8 million from $4.0 million~~ in ~~the~~ ~~second~~thousands ~~quarter~~unless ofotherwise ~~2004. This increase~~indicated) ~~was driven primarily by the increase in interest rates on the variable rate bank debt, offset somewhat by a decrease in outstanding principal amounts of variable rate bank debt between periods.~~

~~Income~~ The following ~~Tax~~table ~~Expense in~~provides the ~~second~~changes ~~quarter of 2005 decreased to $0.4 million from $1.1 million~~ in ~~the~~ ~~second quarter of 2004. The effective tax rate during these periods differs from a federal statutory rate of 34% due primarily to~~ the ~~incremental~~Company's ~~tax~~product ~~rate for~~warranties: ~~state and foreign income tax purposes.~~

Net Income for the second quarter of 2005 decreased by $1.1 million to $0.6 million from $1.7 million in the second quarter of 2004. This decrease reflects the profit impact of the items described above.

	Quarter Ended

	March 29, 2009			March 30, 2008
Balance at beginning of period	$	318		$	447
Accruals for warranties issued		272			373
Warranty claims paid		(140	)		(287	)

Balance at end of period	$	450		$	533

10 9) Fair Value Measurements

~~Six~~ In ~~Month~~September ~~Period~~2006, ~~Ended~~the ~~July~~Financial Accounting Standards Board ("FASB") issued SFAS No. 3157, ~~2005~~Fair ~~Compared~~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 ~~Six~~Company adopted ~~Month~~such ~~Period~~provisions ~~Ended~~effective ~~June~~January 271, ~~2004~~2008.

~~Net Sales for~~ SFAS ~~the first six months of 2005 increased approximately $9~~No.1 157 ~~million,~~defines orthe ~~16.4%,~~inputs used to ~~$64.7~~ ~~million~~measure ~~from~~fair ~~$55.5~~value ~~million~~into in the ~~first~~following ~~six~~fair ~~months~~value ofhierarchy: ~~2004.~~

~~Golf shaft sales increased $9.0 million, or 17.2%, to $61.4 million in~~Level 1: ~~the~~Quoted ~~first~~market ~~six~~prices ~~months of 2005 from $52.4 million~~ in ~~the~~active ~~first~~markets six months of 2004. This improvement in revenue was driven by several factors, including a favorable shift in the mix of steel golf shafts sold towards more premium, branded products. In addition, the Company generated greater unit sales of both steel and graphite golf shafts. The increased unit volume can be attributed to several factors, including (i) increased demand for ~~True~~identical ~~Temper’s~~assets ~~new product~~or offerings such as the Dynamic Gold SL steel shaft and the Grafalloy ProLaunch graphite shaft, (ii) a greater number of successful new club introductions from several key OEM partners, specifically in the iron category, (iii) general reductions in the overall wholesale and retail channel inventory positions as compared to prior year levels, and (iv) increased acceptance and usage of the Company’s graphite golf shaft products in certain OEM partners’ custom option programs, primarily in the Grafalloy Blue and ProLaunch family of productsliabilities.

~~Performance sports sales increased $0.1 million, or 3.8%, to $3.~~Level 2: ~~million~~Observable inmarket-based ~~the~~inputs ~~first~~or ~~six~~unobservable ~~months~~inputs ofthat ~~2005~~are ~~from~~corroborated ~~$3.1~~by ~~million~~market ~~in the first six months of 2004~~data.

~~Net sales to international customers increased $1.8 million, or 9.1%, to $21.1 million in the first six months of 2005 from $19.~~Level 3: ~~million~~Unobservable ininputs ~~the~~reflecting ~~first six months of 2004. This increase resulted primarily from~~ the ~~same~~reporting ~~overall~~entity's ~~golf~~own ~~industry drivers and True Temper specific issues described above~~assumptions.

~~Gross Profit for~~ As ~~the~~of ~~first~~March 29, ~~six~~2009, ~~months~~cash offlow ~~2005~~hedging ~~increased~~derivative ~~approximately~~liabilities ~~$3.6~~were ~~million,~~principally orrelated ~~15.8%,~~ to ~~$26.1~~ ~~million~~the ~~from~~fair ~~$22.6~~value ~~million~~of inforeign ~~the~~exchange ~~first~~forward ~~six~~contracts ~~months~~and ofinterest ~~2004~~rate swaps. ~~Gross profit~~These asliabilities aare ~~percentage~~included ofin ~~net~~accrued ~~sales~~expenses ~~decreased~~and toother ~~40.4%~~current inliabilities on the ~~first~~Company's ~~six~~consolidated ~~months~~balance ofsheet. ~~2005 from~~The ~~40.6%~~Company indefines the ~~first~~fair ~~six~~value ~~months~~ of ~~2004. The~~foreign ~~decrease~~exchange inforward ~~gross~~contracts ~~profit~~ as athe amount ~~percentage~~ of ~~net~~the ~~sales~~difference ~~was~~between ~~driven primarily~~the bycontracted ~~(i) an~~and ~~increase~~current inmarket ~~the~~foreign ~~cost~~currency ofexchange ~~raw~~rates ~~materials~~at ~~and natural gas, (ii)~~ the ~~impact~~end of ~~general~~the ~~inflation~~period. onManagement estimates the ~~Company’s~~fair ~~other~~value ~~labor~~of ~~and overhead~~foreign ~~costs,~~exchange ~~and~~forward ~~(ii) the~~contracts on ~~unfavorable~~a ~~impact~~quarterly onbasis ~~gross~~by ~~profit~~obtaining ~~margins resulting~~market ~~from~~quotes ~~the~~for ~~execution~~future ofcontracts ~~the~~with ~~Company’s~~similar ~~inventory~~terms, ~~reduction~~adjusted ~~plan,~~where ~~which~~necessary for maturity ~~was~~differences. ~~initiated~~Management ~~during~~estimates the ~~first~~fair ~~quarter~~value of ~~2005~~its ~~and~~interest ~~targets~~rate aswaps ~~full~~by ~~year reduction~~obtaining ofmarket ~~$3.0~~quotes tofor ~~$5.0~~future ~~million~~contracts inwith ~~total~~similar ~~inventory. These~~terms, ~~unfavorable~~adjusted ~~factors~~where ~~were~~necessary ~~partially~~for maturity differences and ~~offset~~credit byvalue ~~(i) improved~~adjustments ~~foreign~~to ~~currency~~take ~~exchange~~into ~~rates,~~account ~~(ii) increased selling~~non-performance ~~prices~~risk and ~~favorable~~credit ~~product~~risk. ~~mix~~To infurther estimate the ~~golf~~fair ~~shaft~~value ~~category,~~of ~~and~~the ~~(iii) favorable operating~~interest ~~improvements~~rate ~~from~~swaps, ~~productivity~~the ~~and~~Company ~~cost~~uses ~~control~~estimates ~~programs~~of atfuture ~~the~~cash ~~Company’s~~flows, ~~manufacturing~~which ~~facilities,~~are ~~including~~discounted ~~the~~to ~~labor~~a ~~cost~~net ~~savings~~present ~~realized from~~value, based on the ~~transition~~forward ofLIBOR ~~graphite~~curve ~~product~~at ~~production~~the toreporting ~~Guangzhou,~~date. ~~China~~

Selling, General and Administrative Expenses (“SG&A”) for the first six months of 2005 increased $0.6 million, or 7.9%, to $8.1 million from $7.5 million in the first six months of 2004. SG&A as a percentage of net sales decreased to 12.6% in the first six months of 2005 from 13.6% in the first six months of 2004. This decrease in SG&A as a percentage of net sales was due primarily to the increase in sales between periods. In addition the Company’s total SG&A expense increased between periods due in part to incremental advertising and promotion of new products.10

~~During the first six months of 2005 the Company spent approximately~~ ~~$0.2~~TRUE ~~million~~TEMPER ~~on its initial compliance project related to Section~~SPORTS, ~~404~~INC. ofAND SUBSIDIARIES ~~the~~(A ~~Sarbanes~~wholly-~~Oxley~~owned ~~Act~~subsidiary of ~~2002~~True ~~(“SOX”~~Temper Corporation)~~. In~~ ~~2004 the Company spent approximately $0.1 million on SOX initial compliance, all in the fourth quarter.~~

~~Amortization~~ ~~of Intangible~~NOTES ~~Assets~~TO ~~for~~CONDENSED ~~the~~CONSOLIDATED ~~first~~FINANCIAL ~~six~~STATEMENTS ~~months~~(Continued) of 2005 was $6.9 million. Intangible assets were acquired in connection with the Gilbert Global Acquisition. Intangible assets with definitive lives are being amortized using a straight-line method over periods from 2 to 59 years. There was no amortization of intangible assets in the first six months of 2004.

~~Business~~ ~~Development, Start-Up and Transition~~(Unaudited) ~~Costs~~(Dollars ~~for the first six months of 2005 decreased $0.2 million, or 52.1%, to $0.1 million from $0.3 million~~ in ~~the~~thousands ~~first~~unless ~~six months~~otherwise ofindicated) 2004. These costs represent various start-up business expenses related to the opening of the Company’s composite manufacturing operation in Southern China, and the related down-sizing costs incurred at the Company’s El Cajon, California facility.

~~Transaction and Reorganization Expenses~~ The ~~for~~following ~~the~~table ~~first~~sets ~~six~~forth, ~~months~~by oflevel ~~2004~~within ~~were~~the ~~$5.4~~fair ~~million~~value ~~and~~hierarchy, ~~were~~the ~~incurred~~Company's ~~in conjunction~~derivative ~~with~~liabilities ~~the~~recorded ~~sale~~at ~~and~~fair ~~purchase~~value ~~agreement~~on ~~for~~a ~~TTC~~recurring ~~which~~basis ~~closed~~as onof March 1529, ~~2004. These~~ ~~transaction~~2009: ~~related expenses include (i) investment banking merger and acquisition fees; (ii) legal fees; and (iii)~~

11 True Temper Fair Value Measurements at Reporting Date

other incidental costs and expenses related to the sale of TTC. No such transaction and reorganization expenses were incurred during the first six months of 2005.

Description	March 29, 2009		Level 1		Level 2		Level 3

Derivatives (foreign exchange forward contracts)	$	219	$	—	$	219	$	—
Derivatives (interest rate swaps)	$	2,269	$	—	$	—	$	2,269

~~Loss on the Early Extinguishment of Long-Term~~ The ~~Debt~~change ~~for~~in ~~the~~fair ~~first~~value ~~six months~~ of ~~2004 was $9.2 million. The costs recorded as loss on~~ the ~~early~~interest ~~extinguishment~~rate ofswaps ~~long~~during ~~term debt include (i)~~ the ~~write-off~~quarter ~~of the~~ended ~~remaining deferred financing costs related to our 10 7/8% senior subordinated notes and our 2002 senior credit facility~~March 29, ~~and~~2009 ~~(ii) the~~represents ~~early extinguishment~~an ~~call~~unrealized ~~premium~~loss ~~and~~of ~~related~~$39 ~~interest~~recognized wein ~~incurred~~accumulated ~~when~~other wecomprehensive ~~redeemed~~loss ~~the~~at ~~10 7/8% senior subordinated notes on~~ March 1529, ~~2004~~2009. No ~~long term debt was extinguished during the first six months of 2005.~~

~~Operating Income~~ Additional ~~for~~information ~~the~~related ~~first six months of 2005 increased by $10.8 million~~ to ~~$10.9 million from $0.1 million in~~ the ~~first~~Company's ~~six~~derivative ~~months~~instruments ofis ~~2004.~~provided ~~Operating income as a percentage of net sales increased to 16.9%~~ in ~~the first six months of 2005 from 0~~Note 10.3% ~~in the first six months of 2004. This increase reflects the profit impact of the items described above, primarily the amortization of intangible assets.~~

~~Interest~~ The fair ~~Expense,~~value ~~net~~estimates ofpresented ~~Interest~~herein ~~Income for~~are ~~the~~based ~~first~~on ~~six~~information ~~months~~available ofto ~~2005~~management ~~increased~~as byof ~~$2.3~~March 29, ~~million to $9~~2009.5 ~~million~~Although ~~from $7.2~~management ~~million~~is innot ~~the~~aware ~~first~~of ~~six~~any ~~months~~factors ofthat ~~2004.~~ would ~~This~~significantly ~~increase~~affect ~~was driven primarily by~~ the ~~increase~~estimated infair ~~outstanding principal~~value amounts, ofsuch ~~variable~~amounts ~~rate~~have ~~bank~~not ~~debt~~been ~~and~~comprehensively ~~fixed~~revalued ~~rate~~for ~~bonds~~purposes ~~associated with~~of ~~the~~these ~~Gilbert~~financial ~~Global~~statements ~~Acquistion,~~since ~~offset~~that ~~somewhat~~date byand acurrent ~~decrease~~estimates inof ~~the~~fair ~~interest~~value ~~rate~~may ondiffer ~~the~~significantly ~~Company’s~~from ~~fixed~~the ~~rate~~amounts ~~debt~~presented ~~between periods~~herein.

~~Income~~ ~~Tax Expense (Benefit~~10) ~~for~~ ~~the~~Derivative first six months of 2005 increased to an income tax expense of $0.6 million compared to an income tax benefit of $0.7 million in the first six months of 2004. 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. For the period from January 1, 2004 through March 14, 2004 the effective tax rate also differs due to the nondeductible nature of a portion of transaction and reorganization expenses.Instruments

~~Net~~ The ~~income~~Company ~~for the~~uses ~~first~~foreign ~~six~~exchange ~~months~~forward contracts ("Instruments" or "Derivative Instruments") in its management of ~~2005~~foreign ~~increased~~currency exchange byrate $7exposures.1 ~~million~~Instruments tothat $0are designated hedges in accordance with SFAS No.8 133, ~~million~~Accounting ~~from~~for aDerivative Instruments and Certain Hedging Activities, as $6amended, must be effective at reducing the risks associated with the underlying exposure and must be designated as a hedge at the inception of the contract.3 ~~million~~Accordingly, changes ~~loss~~in the market value of the Instruments must have a high degree of inverse correlation with changes in the ~~first~~market ~~six~~value ~~months~~or cash flows of ~~2004~~the underlying hedged item. ~~This~~ ~~increase~~The ~~reflects~~Company formally assesses both at inception of the ~~profit~~hedge ~~impact~~and ~~from~~on an ongoing basis whether each derivative is highly effective in offsetting changes in fair value or cash flows of the hedged item. If it is determined that a derivative is not highly effective, the ~~items~~Company ~~described~~will ~~above~~discontinue hedge accounting prospectively and record any ineffectiveness in earnings.

~~Liquidity~~ The Company has used Derivative Instruments to hedge several components of its revenue and ~~Capital~~cash ~~Resources~~collection stream, including, (i) anticipated foreign currency sales, (ii) accounts receivable denominated in foreign currencies, and (iii) cash balances maintained in foreign currencies. These contracts typically have maturities of less than one year.

~~General~~ On April 23, 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.

~~As part of the Gilbert Global Acquisition the Company entered into a~~ The ~~new~~changes ~~senior~~in ~~credit facility (~~the ~~“2004~~market ~~Senior~~value ~~Credit~~of ~~Facility”)~~Derivative ~~which~~Instruments ~~includes~~designated ~~a $20.0 million non-amortizing revolving credit facility and a $110.0 million Term B loan (~~as ~~amended~~hedging ~~from~~instruments ~~time~~for toanticipated ~~time). The~~foreign ~~term~~currency ~~loan~~sales ~~requires cash interest payments~~ and ~~quarterly~~the ~~principal payments~~Company's ~~beginning~~interest ~~June 30,~~rate ~~2004~~swaps ~~and~~are ~~continuing~~recognized ~~through March 15,~~in ~~2011.~~the

Also in conjunction with the Gilbert Global Acquisition the Company issued new 8 3/8% Senior Subordinated Notes due 2011 (the “8 3/8% Notes”). The 8 3/8% Notes require cash interest payments each March 15th and September 15th commencing on September 15, 2004. The 8 3/8% Notes are redeemable at the Company’s option, under certain circumstances and at certain redemption prices, beginning March 15, 2008.11

~~The Company used the proceeds from the 2004 Senior Credit Facility and~~ ~~the~~TRUE 8TEMPER ~~3/8%~~SPORTS, INC. ~~Notes~~AND ~~to pay off the existing debt that was~~SUBSIDIARIES ~~outstanding~~(A atwholly-owned ~~closing~~subsidiary ~~on March 15, 2004, and to make a distribution~~ of ~~the~~ ~~net~~True ~~remaining~~Temper ~~equity~~Corporation) ~~to the selling shareholders.~~

~~Both~~ ~~the~~NOTES ~~2004~~TO ~~Senior~~CONDENSED ~~Credit~~CONSOLIDATED ~~Facility~~FINANCIAL ~~and~~STATEMENTS ~~the~~(Continued) 8 3/8% 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 2004 Senior Credit Facility also requires the Company to maintain certain specified financial ratios and tests including minimum interest coverage and fixed charge coverage ratios, and maximum leverage ratios. Furthermore, the 2004 Senior Credit Facility requires certain mandatory prepayments including payments from the net proceeds of certain asset sales and a portion of the Company’s excess cash flow as defined within the credit agreement.

On ~~September 24, 2004 the Company executed an amendment to its 2004 Senior Credit Facility~~ (~~the “Amendment”~~Unaudited). ~~The~~(Dollars ~~Amendment provided adjustments to certain specified financial ratios and tests included~~ in ~~the~~thousands ~~2004~~unless ~~Senior~~otherwise ~~Credit~~indicated) ~~Facility. As part of the Amendment, the margin adder on LIBOR based loans was~~

12consolidated balance sheets as a component of accumulated other comprehensive loss in stockholder's deficit. To the extent an Instrument is no longer effective as a hedge due to a change in the underlying exposure, gains and losses are recognized currently in the consolidated statements of operations as a component of cost of sales or interest expense for the foreign exchange contracts and interest rate swaps, respectively.

~~increased~~ The changes ~~from~~in ~~2.50%~~the tomarket ~~between~~value ~~2.75%~~of ~~and~~Derivative ~~3.00%,~~Instruments ~~depending~~hedging onaccounts ~~financial ratios,~~receivable ~~beginning~~or ~~September 24,~~cash ~~2004~~denominated ~~and~~in ~~continuing~~foreign ~~through~~currency ~~December 31, 2005. At~~are ~~July 3,~~recognized ~~2005~~as ~~the~~a ~~Company was~~component inof ~~compliance~~operating ~~with~~income ~~all~~(loss) during the period of the ~~covenants~~change, inas ~~both~~they ~~the~~are ~~2004~~marked ~~Senior~~to ~~Credit Facility~~market ~~and~~on ~~the~~a 8monthly ~~3/8% Notes~~basis.

~~Six~~ The following ~~Months~~table ~~Ended~~summarizes ~~July 3,~~the ~~2005~~contractual ~~Compared to~~notional ~~the~~amounts ~~Six~~of ~~Months~~True ~~Ended~~Temper's ~~June~~forward foreign exchange contracts as of March 2729, ~~2004~~2009 and December 31, 2008 (in U.S. dollars):

Net cash provided by operating activities increased $0.8 million between periods, as net income increased during 2005. In addition, the Company decreased total inventory by approximately $1.6 million during the first six months of 2005.

		March 29, 2009		December 31, 2008

Pound Sterling		$	—	$	1,284
Yen			5,476		9,497

	Total	$	5,476	$	10,781

The following ~~Company~~table ~~used~~summarizes ~~$1.3~~the ~~million~~impact of cash toflow ~~invest~~hedges inon ~~property,~~the ~~plant~~Company's ~~and equipment~~consolidated inbalance ~~the~~sheets ~~first~~as ~~six months~~ of ~~2005~~March 29, ~~compared~~2009 toand ~~the~~December 31, ~~$0.9~~2008: ~~million spent in the first six months of 2004.~~

The Company used $7.1 million of net cash for financing activities in the first six months of 2005 as compared to $10.7 million in the first six months 2004. The 2005 activity includes the voluntary prepayment of $7.0 million in principal on the 2004 Senior Credit Facility.

		Asset Derivatives as of				Liability Derivatives as of

		March 29, 2009		December 31, 2008		March 29, 2009		December 31, 2008
Derivatives Designated as Hedging Instruments under SFAS No. 133		March 29, 2009		December 31, 2008		March 29, 2009		December 31, 2008
	Balance Sheet Location	Fair Value		Fair Value		Fair Value		Fair Value
Interest rate swaps	Accrued expenses and other liabilities	$	—	$	—	$	2,269	$	2,230
Foreign exchange contracts	Accrued expenses and other liabilities		—		384		219		1,439

		$	—	$	384	$	2,488	$	3,669

~~The 2004 activity includes the result of the Gilbert Global Acquisition as noted above. On March~~ Note ~~15,~~9 ~~2004, the~~contains ~~proceeds~~additional ~~from~~disclosures ~~issuing~~regarding the ~~2004~~fair ~~Senior~~value ~~Credit Facility and the proceeds from issuing the 8 3/8% Notes, plus cash generated from operations during the first quarter, and cash on hand at the beginning~~ of ~~that quarter were used to (i) repay~~ the ~~outstanding principal and interest on the~~ Company’'s ~~2002~~Derivative senior credit facility, (ii) redeem and repay the 10 7/8% Notes including accrued and unpaid interest and early redemption call premium, (iii) pay for debt issuance costs on the 2004 senior credit facility and the 8 3/8% Notes, (iv) pay for transaction and reorganization expenses, and (v) make a distribution of the net remaining equity to the selling shareholdersInstruments.

~~Existing Contractual Cash Obligations~~12

~~The~~ TRUE ~~following~~TEMPER ~~table~~SPORTS, INC. ~~reflects~~AND ~~the Company’s contractual cash obligations~~SUBSIDIARIES ~~for~~(A ~~long~~wholly-~~term~~owned ~~debt~~subsidiary ~~and operating leases as~~ of ~~July 3,~~True ~~2005~~Temper ~~(dollars in millions~~Corporation):

	Total		2005		2006 through 2007		2008 through 2009		Thereafter
Long-Term Debt(1)	$	225.7	$	—	$	1.5	$	2.1	$	222.1
Operating Leases	2.4		0.5		1.4		0.5		—
Purchase Commitments(2)	0.5		0.2		0.3		—		—
Total(3)	$	228.6	$	0.7	$	3.2	$	2.6	$	222.1

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1Unaudited) ~~The Company’s long-term debt agreements~~ ~~contain~~(Dollars ~~customary~~in ~~change~~thousands ofunless ~~control~~otherwise ~~provisions~~indicated) ~~that could, under certain circumstances, cause accelerated debt repayment.~~

~~(2) Amount~~ The following ~~represents~~table summarizes the ~~purchase~~impact ~~commitments~~of ~~for natural~~cash ~~gas~~flow ~~used~~hedges inon the ~~manufacture~~Company's consolidated statements of ~~steel~~operations ~~golf~~for ~~shafts~~the atquarters ~~our~~ending ~~Amory~~March 29, 2009 and December 31, ~~Mississippi~~2008: ~~facility.~~

(3) This table does not include future obligations related to funding pension benefits.

							Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss(1)

	Amount of Gain (Loss) Recognized in Other Comprehensive Loss(1)												Amount of Gain (Loss) Recognized in Income on Derivative(2)
						Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss(1)
Derivatives in SFAS No. 133 Cash Flow Hedges	Quarter Ended March 29, 2009			Quarter Ended March 30, 2008			Quarter Ended March 29, 2009			Quarter Ended March 30, 2008		Location of Gain (Loss) Recognized in Income on Derivative(2)	Quarter Ended March 29, 2009			Quarter Ended March 30, 2008
Interest rate swaps	$	(39	)	$	—	Interest expense	$	—		$	—	Other expenses	$	—		$	—
Foreign exchange contracts		399			235	Net sales		(128	)		68	Cost of sales		(244	)		—

	$	360		$	235		$	(128	)	$	68		$	(244	)	$	—

(1): Effective portion of gain (loss)
(2): Ineffective portion of gain (loss)

13 11) Restructuring, Business Development, Start-up and Transition Costs

~~Future~~ Restructuring, ~~Cash~~business ~~Generation~~development, start-up and ~~Use~~transition costs in the first quarter of 2009 and 2008 include costs related to the start-up of steel golf shaft manufacturing at the Company's recently acquired facility in Suzhou, China. Restructuring, business development, start-up and transition costs in the first quarter of 2009 also reflect cost reduction and restructuring efforts enacted in direct response to the weakening global economy and golf market. These costs include severance payments for terminated employees, medical and other benefit continuation during severance periods, and outplacement assistance for terminated senior level management employees. The costs are expensed as incurred and separately identified in the condensed consolidated statements of operations as a component of operating (loss) income.

~~Currently the Company’s intention is to use existing cash and cash~~ The ~~provided~~following ~~from~~table ~~future~~provides ~~operations,~~the ifchanges ~~any,~~in ~~as allowed within~~ the ~~covenants~~Company's ofaccrual ~~the 2004~~for ~~Senior~~severance ~~Credit~~benefits ~~Facility~~related ~~and~~to the 82009 ~~3/8%~~restructuring ~~Notes,~~efforts toas described above:

• Repay the principal on the 2004 Senior Credit Facility; and / or

	Quarter Ended March 29, 2009

Balance at beginning of period	$	565
Liabilities accrued for severance benefits during the period		1,158
Severance benefits paid during the period		(632	)

Balance at end of period	$	1,091

~~• To~~ ~~make additional~~12) ~~investments~~Recent inAccounting ~~the business, which may include, among other things, capital expenditures, business acquisitions, and/or expenditures for business development and expansion in China.~~Pronouncements

In ~~addition~~December to2007, the ~~debt~~FASB ~~service~~issued ~~obligations~~SFAS ~~for~~No. 141 ~~principal and interest payments~~(Revised), ~~the~~Business ~~Company’s liquidity needs largely relate to working capital~~Combinations. ~~requirements~~SFAS ~~and~~No. 141R ~~capital~~replaces ~~expenditures~~SFAS ~~for machinery and equipment~~No. ~~The~~ 141 ~~Company~~while ~~intends~~retaining tothe ~~fund~~fundamental ~~its current and long term working capital, capital expenditure and debt service~~ requirements ~~through~~ ~~cash~~in ~~flow~~SFAS ~~generated from operations~~No. ~~However,~~141 ~~since~~that ~~there~~the ~~can~~acquisition be(purchase) nomethod ~~assurance~~ of ~~future~~accounting ~~performance,~~be asused offor ~~July 3,~~all business ~~2005~~combinations. ~~the~~SFAS ~~Company~~No. 141R ~~has~~retains ~~the~~SFAS ~~$20~~No.0 141 ~~million~~guidance ~~revolving credit facility available~~ for ~~future~~ ~~cash~~identifying ~~requirements. The~~and ~~maximum amount~~recognizing ~~the~~intangible ~~Company~~assets ~~may~~separately ~~use~~from ofgoodwill ~~the~~and ~~$20.0~~makes ~~million~~certain ~~revolving~~changes ~~credit~~to ~~facility~~how ~~is limited by~~ the ~~financial~~acquisition (purchase) ~~covenants~~method ~~contained~~is ~~within~~applied. ~~the~~SFAS ~~2004 Senior Credit Facility.~~

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 the principle common stock holder in its parent company, which requires the payment of an annual advisory fee of $0.5 million.13

~~Depending on the size, any future acquisitions, joint ventures, capital~~ ~~expenditures~~TRUE orTEMPER ~~similar transactions may require significant capital resources in excess of cash provided from operations~~SPORTS, ~~and potentially in excess of cash available under the revolving credit facility.~~ ~~There~~INC. ~~can~~AND ~~be no assurance that the Company will be able to obtain the~~SUBSIDIARIES ~~necessary~~(A ~~capital,~~wholly-owned ~~under~~subsidiary ~~acceptable~~of ~~terms,~~True ~~from~~Temper ~~creditors~~Corporation) ~~or other sources that will be sufficient to execute any such business investment or capital expenditure.~~

~~Impact~~ ofNOTES ~~Recently~~TO ~~Issued~~CONDENSED ~~Accounting~~CONSOLIDATED ~~Standards~~FINANCIAL STATEMENTS (Continued)

In ~~December 2004, the FASB issued Statement No. 123~~ (~~revised December 2004~~Unaudited), ~~Share-Based Payment~~ (~~“Statement~~Dollars 123(R)”). Statement 123(R) replaces FASB Statement 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. Statement 123(R) will require compensation costs related to share-based payment transactions to be recognized in ~~the~~thousands ~~financial~~unless ~~statements. With~~otherwise limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or the liability instruments issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. Statement 123(Rindicated) is effective as of the beginning of the first annual reporting period that begins after June 15, 2005. The Company does not believe the adoption of Statement 123(R) will have a material impact on its consolidated financial condition or results of operations taken as a whole.

~~In November 2004, the FASB issued SFAS~~ No. ~~151, “Inventory~~141R ~~Costs.” SFAS~~is ~~No. 151~~effective ~~indicates~~on ~~that “abnormal”~~a ~~amounts~~prospective ofbasis ~~idle~~for ~~facility~~business ~~expense,~~combinations ~~freight,~~for ~~handling~~which ~~costs, and wasted materials should be recognized as current-period charges (when actual production defect rates vary significantly from expected rates) and requires~~ the ~~allocation~~acquisition ofdate ~~fixed~~is ~~production overheads to inventory based~~ on ~~the~~or ~~“normal capacity”~~after January 1, as2009. ~~defined~~Generally, of the ~~production~~effects ~~facilities.~~ of SFAS No. ~~151~~141R ~~is effective for inventory~~will ~~costs~~depend ~~incurred~~on ~~during~~future ~~fiscal years beginning after June 15, 2005~~acquisitions. ~~The~~ ~~Company has not yet determined the impact, if any, of adopting SFAS No. 151.~~

~~Forward-Looking~~ 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 adoption of SFAS No. 160 did not have a material impact on the Company's consolidated financial statements.

~~The~~ In March 2008, ~~Private~~the ~~Securities~~FASB ~~Litigation~~issued ~~Reform~~SFAS ~~Act~~No. 161, ofDisclosures ~~1995~~about ~~(the~~Derivative ~~“Act”) provides~~Instruments aand ~~safe~~Hedging ~~harbor~~Activities. SFAS No. 161 is effective for ~~forward-looking~~financial statements ~~made~~issued byfor ~~the~~periods ~~Company.~~beginning ~~This document~~after ~~contains~~November 15, ~~forward-looking statements~~2008, ~~including~~with ~~but~~early ~~not~~application ~~limited~~encouraged. ~~to Item 2~~This ~~“Management’s~~statement ~~Discussion~~amends and ~~Analysis~~expands ofthe ~~Financial Condition and~~disclosure ~~Results~~requirements ofin ~~Operations”~~SFAS No. 133, ~~All~~Accounting ~~statements~~for ~~which~~Derivative ~~address~~Instruments ~~future~~and ~~operating~~Hedging ~~or financial performance~~Activities, ~~events~~and orother ~~developments~~related ~~that~~literature. ~~the~~The Company ~~expects,~~adopted ~~plans,~~the ~~believes,~~provisions ~~hopes,~~of ~~wishes,~~SFAS ~~forecasts,~~No. 161 ~~predicts, intends, or anticipates will occur~~ in the ~~future,~~first ~~and~~quarter ~~other~~of ~~similar~~2009 ~~meanings~~and orhas ~~phrases,~~included ~~are forward-looking statements within~~ the ~~meaning~~required ofdisclosures ~~the~~in ~~Act~~Note 10.

14 In January 2009, the FASB issued Staff Position SFAS 107-1 and Accounting Principles Board (APB) Opinion No. 28-1, "Interim Disclosures about Fair Value of Financial Instruments" (SFAS 107-1 and APB 28-1). This proposal amends FASB Statement No. 107, "Disclosures about Fair Values of Financial Instruments," to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. The proposal also amends APB Opinion No. 28, "Interim Financial Reporting," to require those disclosures in all interim financial statements. This staff position is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company plans to adopt SFAS 107-1 and APB 28-1 and provide the additional disclosure requirements for second quarter 2009.

~~The forward-looking statements are based on management’s current views~~ In ~~and assumptions regarding future events and operating performance. However~~December, ~~there~~ ~~are many risk factors~~2008, ~~including~~the ~~but~~FASB ~~not~~issued ~~limited~~Staff ~~to,~~Position ~~the Company’s substantial leverage~~SFAS 132(R)-1, ~~the~~"Employers' ~~Company’s~~Disclosures ~~ability~~about toPostretirement ~~service~~Benefit ~~its debt, the general~~Plan ~~state~~Assets" of(SFAS 132(R)-1). ~~the~~This ~~economy,~~staff ~~the~~position ~~Company’s~~provides ~~ability~~guidance toon ~~execute~~an ~~its~~employer's ~~plans,~~disclosures ~~fluctuations in~~about ~~the~~plan ~~price~~assets ~~and availability~~ of ~~energy,~~a ~~fluctuations~~defined inbenefit ~~the~~pension ~~price~~or ~~and~~other ~~availability~~postretirement ofplan ~~raw~~and ~~materials,~~requires ~~potentially~~additional ~~significant~~disclosure ~~increases~~about tohow ~~employee health~~investment ~~and~~allocation ~~welfare~~decisions ~~costs,~~are ~~competitive factors~~made, ~~and~~more ~~other~~information ~~risks~~about ~~that~~major ~~could~~categories ~~cause the~~of ~~actual~~plan ~~results~~assets, toincluding ~~differ~~concentrations ~~materially~~of ~~from~~risk ~~the estimates or predictions~~and ~~contained in the Company’s forward~~fair-~~looking~~value ~~statements.~~measurements, ~~Additional~~and ~~information concerning~~ the ~~Company’s~~fair-value ~~risk~~techniques ~~factors~~and isinputs ~~contained~~used ~~from time~~ to ~~time~~measure inplan ~~the Company’s~~assets. ~~public~~This ~~filings~~staff ~~with~~position ~~the~~is ~~SEC;~~effective ~~and~~for ~~most~~years ~~recently~~ending inafter ~~the Business Risks section~~December of15, 2009. ~~Item 1~~The ~~to Part 1 of the~~ Company’s ~~2004~~has ~~Annual~~not ~~Report~~yet onevaluated ~~Form 10-K filed with~~ the ~~SEC~~impact, onif ~~March 30~~any, ~~2005~~of this requirement.

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.14

~~Item~~ 3 Item 2. Management's ~~Quantitative~~Discussion and ~~Qualitative~~Analysis ~~Disclosures~~of ~~About~~Financial ~~Market~~Condition ~~Risk~~and Results of Operations

~~Interest~~ The ~~Rate~~following ~~Sensitivity~~discussion should be read in conjunction with the more detailed information in the True Temper Sports, Inc. annual consolidated financial statements, including the notes thereto, appearing in the 2008 annual report on Form 10-K, filed with the SEC on March 31, 2009.

~~The~~ ~~table below provides information about the~~ Company’s debt obligations as of July 3, 2005 that are sensitive to changes in interest rates. The table presents cash flows and related weighted average interest rates by expected maturity dates (dollars in millions).Overview

	Expected Maturity Date
	2005		2006		2007		2008		2009		There- after			Total
LONG TERM DEBT
Fixed Rate 8 3/8% Senior Subordinated Notes	$	—	$	—	$	—	$	—	$	—	$	125.0		$	125.0
Average Interest Rate											8.375		%	8.375		%
Variable Rate Senior Credit Facility	$	—	$	0.5	$	1.0	$	1.0	$	1.0	$	97.2		$	100.7
Average Interest Rate (a)											5.994		%	5.994		%

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 2008, golf shaft sales represented 86% of total net sales, and performance sports sales represented 14%. During the first quarter of 2009, net sales of performance sports products represented 18% of total net sales.

~~(a) Variable~~ ~~rate~~Purchase ~~long-term~~Agreement ~~debt is comprised of term loans under the 2004 Senior Credit Facility, which provides~~ for ~~interest at~~True ~~the~~Temper Company’s option, at (1) the base rate of the bank acting as administrative agent plus a margin adder of 2.00%, or (2) under a LIBOR option with a borrowing spread of LIBOR plus 2.50% to 3.00%, depending on certain financial ratios.Corporation

~~The~~ On ~~Company’s~~January 30, ~~operating~~2004, ~~results~~TTS ~~are~~Holdings LLC, ~~affected~~a company formed by ~~changes~~Gilbert inGlobal ~~interest~~Equity Partners, L.P. and its affiliated ~~rates~~funds ~~primarily~~("Gilbert asGlobal"), entered into a ~~result~~stock ofpurchase ~~borrowings~~agreement ~~under~~with the ~~2004~~Company's ~~Senior~~direct ~~Credit Facility.~~parent Ifcompany, ~~interest~~True ~~rates~~Temper ~~increased~~Corporation, bypursuant 25to ~~basis~~which ~~points,~~TTS ~~interest~~Holdings LLC ~~expense would~~and ~~have~~certain ~~increased~~of bythe Company's ~~approximately~~senior ~~$0.1~~management ~~million~~purchased ~~for~~all of the ~~quarterly~~outstanding ~~period ended~~shares ~~July 3,~~of ~~2005,~~TTC ~~based~~("Gilbert onGlobal ~~balances~~Acquisition"). ~~outstanding~~The ~~during~~Gilbert ~~the~~Global ~~quarterly period~~Acquisition ~~then~~was ~~ended~~finalized and closed on March 15, 2004.

~~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 2004 Annual Report on Form 10-K, as filed with the SEC on March 30, 2005. 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 July 3, 2005.

~~Item~~ The 4.following ~~Controls~~table ~~and~~sets ~~Procedures~~forth the components of net loss as a percentage of net sales for the periods indicated:

Evaluation of Disclosure Controls and Procedures

		Quarter Ended

		March 29, 2009			March 30, 2008
Net sales			100.0	%		100.0	%
Cost of sales			85.1			65.1

	Gross profit		14.9			34.9
Selling, general and administrative expenses			16.3			10.8
Amortization of intangible assets			20.3			10.4
Business development, start-up and transition costs			9.5			0.7

	Operating (loss) income		(31.2	)		13.0
Interest expense, net			31.0			17.2
Other expenses			0.1			0.1

	Loss before income taxes		(62.3	)		(4.4	)
Income tax (benefit) expense			(0.1	)		0.1

	Net loss		(62.2	)%		(4.5	)%

~~Evaluations~~ ~~required~~First byQuarter ~~Rule 13a-15~~Ended ~~of the Securities Exchange Act of 1934 of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule~~March 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 management29, ~~including~~2009 ~~its~~Compared ~~Chief~~to ~~Executive Officer and Chief Financial Officer. Based upon such evaluations,~~ the ~~Chief~~First ~~Executive~~Quarter ~~Officer~~Ended and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective. There have been no changes in the Company’s internal controls over financial reporting during the period covered by this Report that were identified in connection with the evaluation referred to above that have materially affectedMarch 30, ~~or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.~~2008

Net Sales for the first quarter of 2009 decreased approximately $17.4 million, or 48.5%, to $18.4 million from $35.8 million in the first quarter of 2008. Golf shaft sales decreased approximately $16.9 million, or 52.8%, to $15.1 million compared to the $31.9 million realized in the first quarter of 2008. The decrease in net sales is primarily related to a decrease in the unit volume of premium steel golf shafts due to a reduction in overall consumer discretionary spending associated with the current

~~PART II. OTHER INFORMATION~~15

~~Item~~economic recession, 1.combined ~~Legal~~with ~~Proceedings~~an overall reduction in the channel inventory located at both the retail and wholesale levels.

~~Various~~ Performance sports ~~claims~~sales ~~and~~decreased ~~legal~~approximately ~~proceedings generally~~$0.5 million, ~~incidental~~or 13.3%, to $3.4 million from $3.9 million in the ~~normal~~first ~~course~~quarter of ~~business~~2008. ~~are~~Performance ~~pending~~sports ~~or threatened~~sales, ~~against~~while ~~us.~~down ~~While~~on wea ~~cannot~~year-over ~~predict~~year ~~the~~basis, ~~outcome~~have ofnot ~~these~~been ~~matters,~~impacted into the ~~opinion~~ ofsame ~~management,~~degree ~~any~~as ~~liability~~golf ~~arising~~shafts ~~from~~as ~~these~~the ~~matters~~Company ~~will~~continues ~~not~~to ~~have~~gain ~~a material~~market ~~adverse~~share ~~effect~~and execute on ~~our~~its ~~business,~~performance ~~financial~~sports ~~condition~~growth ~~or results of operations~~strategy.

~~Item~~ Net sales 2to international customers decreased approximately $4.8 million, ~~Changes~~or 39.7%, to $7.3 million in ~~Securities~~the ~~and~~first ~~Use~~quarter of ~~Proceeds~~2009 from $12.0 million in the first quarter of 2008. This decrease is primarily related to a decrease in the unit volume of premium steel golf shafts due to a reduction in overall consumer discretionary spending associated with the current economic recession. International golf shaft sales have not been impacted to the same degree as domestic golf shaft sales as the Company continues to gain share in the Japanese market and major golf OEMs continue to shift product assembly into China.

~~—Not~~ Gross ~~applicable—~~Profit for the first quarter of 2009 decreased $9.8 million, or 78.0%, to $2.7 million from $12.5 million in the first quarter of 2008. Gross profit as a percentage of net sales decreased to 14.9% in the first quarter of 2009 from 34.9% in the first quarter of 2008. The decrease in gross profit as a percentage of net sales was driven by several factors, but resulted primarily from (i) fixed manufacturing costs being spread over significantly decreased sales and production volumes in both the golf and performance sports segments, and (ii) the mix of products sold being more heavily weighted toward lower priced steel and graphite golf shafts as well as performance sports products which generally have lower overall margins. The Company has implemented a number of cost reduction initiatives intended to somewhat offset the negative impact to gross profit margins. In order to position the Company to meet the currently reduced demand for steel golf shafts, total US workforce has been significantly reduced. In addition, the Company has instituted a number of fixed overhead cost reduction initiatives that are designed to remove $8.0 million in infrastructure costs on an annual basis. These reductions include position eliminations, utility and energy conservation programs, facility rationalization and freight program consolidation.

~~Item~~ Selling, General and Administrative Expenses ("SG&A") for the first quarter of 2009 decreased approximately $0.9 million, or 22.4%, to $3.0 million ~~Defaults~~from ~~Upon~~$3.9 million ~~Senior~~in ~~Securities~~the first quarter of 2008. This decrease is primarily due to cost reduction programs in response to current economic conditions including reducing headcount, renegotiating lease terms and rental rates for certain of the Company's facilities, and reducing discretionary spending on items such as travel, entertainment, advertising and promotion. SG&A as a percentage of net sales increased to 16.3% from 10.8% in the first quarter of 2008 due to the decrease in net sales described above.

~~—None—~~ Amortization of Intangible Assets was relatively stable at $3.7 million during the first quarter of both 2009 and 2008. 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.

~~Item~~ Restructuring, 4Business Development, Start-Up and Transition Costs for the first quarter of 2009 increased to $1.8 million ~~Submission~~from $0.3 million in the first quarter of ~~Matters~~2008. The costs incurred in 2009 include (i) $1.2 million related to arestructuring ~~Vote~~and cost reduction efforts enacted in direct response to the weakening global economy and golf market. These costs include severance payments for terminated employees, as well as medical and other benefit continuation during severance periods, (ii) $0.5 million in legal and advisory fees related to restructuring the Company's debt, and (iii) $0.1 million in start-up related costs for the continued ramp-up of production ~~Security~~of ~~Holders~~steel golf shafts in Suzhou, China.

~~There~~ Operating ~~were~~(Loss) noIncome ~~matters~~for ~~submitted~~the first quarter of 2009 decreased approximately $10.4 million, to aan ~~vote~~operating ofloss ~~security~~of ~~holders~~$5.7 million ~~during~~from operating income of $4.6 million in the first quarter ~~ended~~of ~~July 3~~2008. ~~2005.~~This

~~Item 5. Other Information~~16

~~—Not~~decrease reflects ~~Applicable—~~the impact from gross profit, SG&A, and restructuring, business development, start-up and transition costs described above.

~~Item~~ Interest Expense, Net for the first quarter of 2009 decreased approximately $0.5 million, or 7.3%, to $5.7 million from $6.2 million ~~Exhibits~~in the first quarter of 2008. This decrease was due primarily to a decrease in the weighted average interest rate for the Company's variable rate debt as interest rates in both the US and Europe declined during the fourth quarter of 2008 and first quarter of 2009.

1.1		Purchase Agreement, dated as of March 3, 2004, among True Temper Sports, Inc., Credit Suisse First Boston LLC and Goldman, Sachs & Co. (filed as Exhibit 1.1 to True Temper Sports, Inc.’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on April 13, 2004).*
4.1		Indenture, dated as of March 15, 2004, among True Temper Sports, Inc., the Guarantors identified therein, and The Bank of New York (filed as Exhibit 4.1 to True Temper Sports, Inc.’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on April 13, 2004).*
4.2		Form of Senior Subordinated Note due 2011 (filed as Exhibit 4.2 to True Temper Sports, Inc.’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on April 13, 2004).*
4.3		Registration Rights Agreement, dated as of March 15, 2004, among True Temper Sports, Inc., El Cajon Equipment Corporation, True Temper Sports-PRC Holdings, Inc., Credit Suisse First Boston LLC and Goldman, Sachs & Co (filed as Exhibit 4.3 to True Temper Sports, Inc.’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on April 13, 2004).*
10.1		Management Services Agreement, dated as of March 15, 2004, between GGEP Management, L.L.C., GGEP Management (Bermuda) Ltd., and True Temper Sports, Inc. (filed as Exhibit 10.1 to True Temper Sports, Inc.’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on April 13, 2004).*
10.2		Shareholders Agreement, dated as of March 15, 2004, by and among True Temper Corporation, TTS Holdings LLC and the Other Investors identified therein (filed as Exhibit 10.2 to True Temper Sports, Inc.’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on April 13, 2004).*

Income Tax (Benefit) Expense decreased in the first quarter of 2009 to an income tax benefit of less than $0.1 million, compared to an income tax expense of slightly less than $0.1 million in the first quarter of 2008. This decrease was due primarily to foreign income tax refunds recorded in the first quarter of 2009.

16 Net Loss for the first quarter of 2009 increased to a net loss of $11.5 million as compared to a net loss of $1.6 million in the first quarter of 2008. This decrease reflects the impact from gross profit, SG&A, restructuring, business development, start-up and transition costs, interest expense, and income tax expense (benefit) described above.

10.3		True Temper Corporation 2004 Equity Incentive Plan, dated as of March 15, 2004 (filed as Exhibit 10.3 to True Temper Sports, Inc.’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on April 13, 2004).*
10.4		Credit Agreement, dated as of March 15, 2004, by and among True Temper Corporation, True Temper Sports, Inc, the Lenders identified therein, Credit Suisse First Boston, Antares Capital Corporation, Goldman Sachs Credit Partners L.P. and Merrill Lynch Capital (filed as Exhibit 10.4 to True Temper Sports, Inc.’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on April 13, 2004).*
10.5		Tax Sharing and Administrative Services Agreement, dated as of March 15, 2004, by and among True Temper Corporation, True Temper Sports, Inc., El Cajon Equipment Corporation and True Temper Sports-PRC Holdings, Inc. (filed as Exhibit 10.5 to True Temper Sports, Inc.’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on April 13, 2004).*
10.6		Employment Agreement, dated as of January 30, 2004, by and between True Temper Sports, Inc. and Scott C. Hennessy (filed as Exhibit 10.6 to True Temper Sports, Inc.’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on April 13, 2004).*
10.7		First Amendment, dated as of September 24, 2004, to the Credit Agreement, dated as of March 15, 2004, by and among True Temper Corporation, True Temper Sports, Inc, the Lenders identified therein, Credit Suisse First Boston, Antares Capital Corporation, Goldman Sachs Credit Partners L.P. and Merrill Lynch Capital (filed as Exhibit 10.1 to True Temper Sports, Inc.’s report on Form 8-K, as filed with the Securities and Exchange Commission on September 30, 2004).*
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**

Liquidity and Capital Resources

* Incorporated ~~by reference~~General

** Filed On ~~herewith~~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 included 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 required cash interest payments and quarterly principal payments beginning June 30, 2004 and continuing through March 15, 2011.

17 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. Due to the events of default described below, interest on the 83/8% Notes will accrue at the default rate of 93/8%.

~~SIGNATURES~~ 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.

~~Pursuant~~ On March 27, to2006, the ~~requirements~~Company ofamended ~~the~~and ~~Securities~~restated ~~Exchange~~its ~~Act~~2004 ofSenior ~~1934,~~ Credit Facility (the ~~registrant~~"2006 ~~has~~Restated ~~duly~~Credit ~~caused~~Facility"). ~~this~~The ~~report~~2006 toRestated beCredit ~~signed~~Facility onincluded ~~its~~additional term ~~behalf~~loans byunder the ~~undersigned,~~ ~~thereunto~~Company's ~~duly~~existing ~~authorized~~Senior Secured Credit Facilities of approximately $18.0 million, inamendments that enable the ~~City~~Company ofto ~~Memphis~~pursue future acquisitions, ~~State~~and ofthe flexibility to ~~Tennessee,~~enable the Company to execute on ~~August 17,~~its ~~2005~~global strategic and operational initiatives.

~~True~~ On January 22, ~~Temper Sports~~2007, ~~Inc~~the Company executed an amendment to its 2006 Restated Credit Facility (the "Second Amendment"). ~~By:~~The ~~/s/~~Second ~~SCOTT~~Amendment Cwas made effective as of December 20, 2006. ~~HENNESSY~~The ~~Name:~~Second ~~Scott~~Amendment Cwas executed in conjunction with a second lien financing effort, described more fully below, and related acquisition, both described more fully in Note 7 to the condensed consolidated financial statements located elsewhere in this quarterly report. ~~Hennessy~~In ~~Title:~~addition ~~President~~to allowing the flexibility for such second lien financing, the Second Amendment also provided adjustments to certain specified financial ratios and ~~Chief~~tests ~~Executive~~included ~~Officer~~in ~~By:~~the ~~/s/~~2006 ~~JASON~~Restated ACredit Facility. ~~JENNE~~As ~~Name:~~part ~~Jason~~of Athe Second Amendment, the margin adder on LIBOR based loans was increased to between 3.00% ~~Jenne~~and ~~Title:~~3.25%, ~~Vice~~depending ~~President~~on financial ratios, ~~Chief~~beginning ~~Financial~~January 22, ~~Officer~~2007. Due to the events of default described below, interest on the 2006 Restated Credit Facility will accrue at the base rate which is the greater of (a) the Prime Rate, or (b) the Federal Funds Effective Rate in effect at the beginning of each quarter. A margin adder of 2.5% and ~~Treasurer~~a default margin adder of 2.0% is added to the base rate.

1817

On January 22, 2007, the Company executed a Second Lien Credit Agreement (the "Second Lien"). The Second Lien includes 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. Due to the events of default described below, interest on the Second Lien will accrue at the base rate which is the greater of (a) the Prime Rate, or (b) the Federal Funds Effective Rate in effect at the beginning of each quarter. A margin adder of 5.0% and a default margin adder of 2.0% is added to the base rate.

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 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 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. Furthermore, 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. The 2006 Restated Credit Facility and the Second Lien also require the Company to maintain certain specified financial ratios and tests including minimum interest coverage and fixed charge coverage ratios, and maximum leverage ratios. The Company was not in compliance with these ratios at March 29, 2009.

Due to the current global economic and retail market conditions, and the resulting impact on the overall golf industry, the Company was in noncompliance of certain financial covenants under its 2006 Restated Credit Facility and Second Lien Credit Agreement as of March 29, 2009; and as of March 16, 2009 the Company was in default on these credit agreements and its 8³/8% Notes (as more fully described below). Effective March 16, 2009 the Company entered into a 90-day forbearance with all of the lenders in the Company's revolving credit facility, and a majority of the lenders in the Company's 2006 Restated Credit Facility. Under the terms of the forbearance, the lenders in the Company's revolving credit facility and 2006 Restated Credit Facility have agreed not to exercise their rights as a result of this default through June 16, 2009, provided the Company adheres to the requirements of the forbearance terms. Upon expiration of the forbearance period, the forbearance shall be immediately and automatically terminated and be of no further force or effect. The Company's non-compliance with the aforementioned covenants, decreasing revenues resulting from the current global economic downturn, and substantial annual cash interest payment requirements raise substantial doubt about its ability to continue as a going concern under its existing capital structure.

On March 16, 2009, the Company did not make the principal payment then due on its revolving credit loans, in an aggregate amount equal to $20.0 million (including $17.0 million in borrowings and $3.0 million in outstanding letters of credit), due to the lenders under the 2006 Restated Credit Facility. The Company's failure to make the scheduled principal payment on the revolving credit loans is an Event of Default under the 2006 Restated Credit Facility, which entitles the lenders to immediately accelerate the repayment of all other amounts borrowed under the 2006 Restated Credit Facility together with accrued and unpaid interest thereon.

Also on March 16, 2009, the Company did not pay interest then due to the holders of its 8³/8% Notes. The failure to pay interest constituted an Event of Default under the Indenture, which gave the

holders of the 8³/8% Notes the right to accelerate the payment of the principal together with accrued and unpaid interest thereon. The non-payment of principal then due under the 2006 Restated Credit Facility described above also constituted an Event of Default under the Indenture, giving the holders of the 8³/8% Notes the right to immediately accelerate the repayment of the principal of the 8³/8% Notes together with accrued and unpaid interest thereon.

The non-payment of interest under the Indenture also constituted an Event of Default under the Second Lien, giving the lenders the right to accelerate the repayment of amounts borrowed under the Second Lien together with accrued and unpaid interest thereon. The non-payment of principal under the 2006 Restated Credit Facility, if continued for 90 days after notice or if the maturity of principal of the 2006 Restated Credit Facility is accelerated, will constitute an Event of Default under the Second Lien, giving the lenders the right to accelerate the repayment of amounts borrowed under the Second Lien together with accrued and unpaid interest thereon. Substantially all of the Company's assets are pledged as collateral under the 2006 Restated Credit Facility and the Second Lien.

Due to the events of default described above, all of the Company's debt has been classified as a current liability on its consolidated balance sheets as of March 29, 2009 and December 31, 2008.

The Company has retained the investment banking firm Lazard Middle Market to assist it in exploring alternatives to enhance the Company's capital structure. The Company is currently in ongoing discussions with its lenders to refinance or restructure its debt. In addition to addressing the Company's capital structure, management has also enacted restructuring plans to address operating costs by significantly reducing headcount on a global basis, significantly reducing fixed costs at the Company's manufacturing facilities, renegotiating lease terms and rental rates for certain of the Company's facilities, and decreasing discretionary spending on items such as travel, entertainment, advertising and promotion.

There can be no guarantee that any restructuring or refinancing plan will be successfully implemented. Failure to successfully implement a restructuring or refinancing plan or otherwise address compliance issues under the 2006 Restated Credit Facility, the Second Lien, or the 8³/8% Notes within the time frame permitted may have a material adverse effect on the Company's business, results of operations, and financial position, and may materially impact the Company's ability to continue as a going concern.

None of the lenders under the 2006 Restated Credit Facility or the Second Lien, nor any holders of 8³/8% Notes have accelerated the payment of principal or interest under any of the applicable agreements as of the time of filing of this quarterly report on Form 10-Q.

Cash Flows from Operating Activities

Net cash used in operating activities during the first quarter of 2009 was $1.6 million, compared to cash flows provided by operating activities of slightly less than $0.1 million during the first quarter of 2008.

The use of cash in operating activities of $1.6 million in the first quarter of 2009 was primarily the result of $3.6 million in cash used in operations offset by an improvement in working capital of $2.0 million. The change in working capital consisted primarily of a decrease in inventories of $1.9 million associated with the Company's continued efforts to reduce its global stocking levels for all types of inventories, and a decrease in accounts receivable of $1.3 million associated with a decrease in sales and increased collection efforts.

The source of cash from operating activities of slightly less than $0.1 million during the first quarter of 2008 was primarily the result of $0.7 million in cash generated from operations, offset by a use of cash in working capital of $0.7 million. The use of cash for working capital purposes related primarily to an increase in trade accounts receivable from December 31, 2007 to March 30, 2008 totaling $3.1 million, or 14.6%, which was driven by the revenue increase in first quarter of 2008.

Cash Flows from Investing Activities

Cash flows from investing activities were a use of cash totaling $0.3 million during the first quarter of 2009, and a use of cash totaling $0.4 million during the first quarter of 2008. The use of cash in investing activities during the first quarters of 2009 and 2008 related primarily to routine capital expenditures for machinery and equipment.

Cash Flows from Financing Activities

Cash flows from financing activities were a use of cash totaling $0.1 million during the first quarter of 2009, and a use of cash totaling $0.5 million in the first quarter of 2008.

The cash used by financing activities during the first quarter 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.

Existing Contractual Cash Obligations

The following table reflects the Company's contractual cash obligations for principal and interest payments on long-term debt, operating leases and purchase commitments as of March 29, 2009 (dollars in millions). Amounts reflected as Long-Term Debt are based on the original, contractual payment dates under the Company's various debt agreements. As described more fully in Note 7 to the condensed consolidated financial statements included elsewhere in this quarterly report, due to non-compliance with various covenants in the 2006 Restated Credit Facility and Second Lien, and the failure to make required principal and interest payments under the 2006 Restated Credit Facility and the 8³/8% Notes, respectively, the lenders in each of these debt agreements have the right to accelerate the contractual repayment of amounts borrowed into calendar 2009. As a result, the Company's debt has been classified as current on its consolidated balance sheets as of March 29, 2009 and December 31, 2008.

	Total		2009		2010 through 2011		2012 through 2013		Thereafter

Long-Term Debt(1 and 2)	$	327.3	$	40.7	$	286.6	$	—	$	—
Operating Leases		4.5		0.9		2.3		1.3		—
Purchase Commitments(3)		1.5		1.5		—		—		—

Total(4)	$	333.3	$	43.1	$	288.9	$	1.3	$	—

(1): The Company's long-term debt agreements contain customary change of control provisions that could, under certain circumstances, cause accelerated debt repayment.
(2): The anticipated interest payments on all variable rate debt included in the table above were calculated by using the current net settlement rates of approximately 2.00% on the interest rate swaps of $100.0 million, with a 7.50% default interest rate on the 2006 Restated Credit Facility debt and a default interest rate of 10.13% on the Second Lien debt. The anticipated interest payments on the 8³/8% Notes are based on the default rate of 9³/8%.
(3): Amount represents the purchase commitments for nickel and natural gas used in the manufacture of steel golf shafts at the Amory, Mississippi facility. As of March 29, 2009, the Company had approximately $0.7 million in nickel purchase contracts and approximately $0.8 million in natural gas purchase contracts, all for calendar 2009.
(4): This table does not include future obligations related to funding pension benefits.

Future Cash Generation and Use

As illustrated above, the Company has considerable, contractual obligations related to principal and interest payments on its debt obligations. Given the current global economic downturn, and its impact on the golf industry and True Temper specifically, it is unlikely that the Company can meet the current obligations under all of its debt instruments. As more fully described elsewhere in this quarterly report, and in Note 7 to the condensed consolidated financial statements included herein, the Company is engaged in a review of its capital structure. The Company expects that ongoing discussions with its financial advisors and lenders will result in a plan that the Company can use to meet its future principal and interest obligations, under a modified capital structure.

In addition to the debt service obligations for principal and interest payments, the Company's liquidity needs largely relate to working capital requirements and capital expenditures for machinery and equipment. The Company intends to fund its current and long-term working capital and capital expenditure requirements through cash flow generated from operations.

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 acceptable terms, from creditors or other sources, that will be sufficient to execute any such business investment or capital expenditure.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is contained in Note 12 to the condensed consolidated financial statements, which is incorporated herein by this reference.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe harbor for forward-looking statements made by the Company. This document contains forward-looking statements, including but not limited to 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 Act.

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 2008 Annual Report on Form 10-K filed with the SEC on March 31, 2009.

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Sensitivity

The table below provides information about our debt obligations as of March 29, 2009 that are sensitive to changes in interest rates. The table presents cash flows and related weighted average interest rates at March 29, 2009 by expected maturity dates (dollars in millions). Expected maturity dates are based on the original, contractual payment dates under the Company's various debt agreements. As described more fully in Note 7 to the condensed consolidated financial statements included elsewhere in this quarterly report, due to non-compliance with various covenants in the 2006 Restated Credit Facility and Second Lien, and the failure to make required principal and interest payments under the 2006 Restated Credit Facility and the 8³/8% Notes, respectively, the lenders in each of these debt agreements have the right to accelerate the contractual repayment of amounts borrowed into calendar 2009. As a result, the Company's debt has been classified as current on its consolidated balance sheets as of March 29, 2009 and December 31, 2008.

		Expected Maturity Date

LONG TERM DEBT		2009		2010		2011		2012		2013		Thereafter		Total
Fixed Rate 8³/8% Senior Subordinated Notes		$	—	$	—	$	125.0	$	—	$	—	$	—	$	125.0
	Average Interest Rate(a)														9.38	%
2006 Restated Credit Facility			18.0		71.1		12.6		—		—		—	$	101.7
	Average Interest Rate(b)(d)														6.89	%
Second Lien			—		—		45.0		—		—		—	$	45.0
	Average Interest Rate(c)(d)														6.63	%

(a): Since the Company is in default under the 8³/8% Notes, interest will be at the default rate of 9³/8%.
(b): Term loans under the 2006 Restated Credit Facility provide for interest at the Company's option at (1) the base rate of the bank acting as administrative agent plus 2.00% to 2.25%, or (2) under a LIBOR option with a borrowing rate of LIBOR plus 3.00% to 3.25%. Since the Company is in default under its various debt agreements, interest will be at the base rate plus the applicable base rate margin adder and a 2.00% default margin adder on its variable rate debt. Term loans include $17 million in revolving debt.
(c): The Second Lien is variable rate debt, which provides for interest at the Company's option, at (1) the base rate of the bank acting as administrative agent plus a margin adder of 4.50%, or (2) under a LIBOR option with a borrowing rate of LIBOR plus 5.50%. Since the Company is in default under its various debt agreements, interest will be at the base rate plus the applicable base rate margin adder and a 2.00% default margin adder on its variable rate debt upon the next repricing date which is April 23, 2009.
(d): 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.

Exchange Rate Sensitivity

We use forward foreign exchange contracts ("Instruments" or "Derivative Instruments") in our management of foreign currency exchange rate exposures. We are exposed to exchange rate fluctuations in the British Pound and Japanese Yen due to sales in those currencies and to the Chinese Yuan due to operating costs for our facilities in China. Instruments used as hedges must be effective at reducing the risks associated with the underlying exposure and must be designated as a hedge at the inception of the contract. Accordingly, changes in the market value of the Instruments must have a high degree of inverse correlation with changes in the market value or cash flows of the underlying hedged item.

We use Derivative Instruments to hedge several components of our revenue and cash collection stream, including, (i) anticipated foreign currency sales, (ii) accounts receivable denominated in foreign currencies, and (iii) cash balances maintained in foreign currencies.

The changes in the market value of Derivative Instruments hedging anticipated foreign currency sales are recognized in the consolidated balance sheets as a component of accumulated other comprehensive income (loss) in stockholder's deficit. To the extent an instrument is no longer effective as a hedge due to a change in the underlying exposure, gains and losses are recognized currently in the consolidated statements of operations as a component of cost of sales.

The changes in the market value of Derivative Instruments hedging accounts receivable or cash denominated in foreign currency are recognized as a component of operating income during the period of the change, as they are marked to market on a monthly basis. The estimated fair value of the foreign currency hedges was a liability of $0.2 million at March 29, 2009.

The following table summarizes the contractual notional amounts of True Temper's forward foreign exchange contracts as of March 29, 2009 (in U.S. dollars in millions):


Pound Sterling		$	—
Yen			5.5

	Total	$	5.5

Assuming a hypothetical 10% adverse change in all foreign currencies, with the resulting functional currency gains and losses translated into U.S. dollars at the spot rate, the loss in fair value of exchange contracts held on March 29, 2009, would be $0.6 million. Those losses would be offset, in part, by gains on the underlying receivables and cash being hedged.

Information concerning the Company's market risks related to commodities is contained in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of the Company's 2008 Annual Report on Form 10-K, as filed with the SEC on March 31, 2009. This information has been omitted from this report as there have been no material changes to the Company's risks related to commodities as of March 29, 2009.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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.

Changes in Internal Controls

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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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.

Item 1A. Risk Factors

—No changes—

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

—Not applicable—

Item 3. Defaults Upon Senior Securities

Also on March 16, 2009, the Company did not pay interest then due to the holders of its 8³/8% Notes. The failure to pay interest constituted an Event of Default under the Indenture, which gave the holders of the 8³/8% Notes the right to accelerate the payment of the principal together with accrued and unpaid interest thereon. The non-payment of principal then due under the 2006 Restated Credit Facility described above also constituted an Event of Default under the Indenture, giving the holders of the 8³/8% Notes the right to immediately accelerate the repayment of the principal of the 8³/8% Notes together with accrued and unpaid interest thereon.

The Company was in noncompliance of certain financial covenants under its 2006 Restated Credit Facility and Second Lien Credit Agreement as of March 29, 2009; and, as described above, as of March 16, 2009 the Company was in default on these credit agreements and its 8³/8% Notes. The Company has negotiated the terms of a 90 day forbearance with all of the lenders in the Company's revolving credit facility, and a majority of the lenders in the Company's 2006 Restated Credit Facility. Under the terms of the forbearance, the lenders in the Company's revolving credit facility and 2006 Restated Credit Facility have agreed not to exercise their rights as a result of this default through June 16, 2009, provided the Company adheres to the requirements of the forbearance terms. Upon expiration of the forbearance period, the forbearance shall be immediately and automatically terminated and be of no further force or effect.

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

There were no matters submitted to a vote of security holders during the quarter ended March 29, 2009.

Item 5. Other Information

—Not Applicable—

Item 6. Exhibits


10.1	†	Forbearance Agreement dated as of March 16, 2009 by and among True Temper Corporation, True Temper Sports, Inc., True Temper Sports-PRC Holdings, Inc., El Cajon Equipment Corporation, Credit Suisse, and the lenders identified in the Amended and Restated Credit Agreement dated as of March 27, 2006 (amending and restating the Credit Agreement dated as of March 15, 2004) (as otherwise amended, restated, supplemented, waived or otherwise modified from time to time).**
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**

**: Filed herewith.
†: Confidential treatment has been requested for portions of this document. Omitted portions have been filed separately with the SEC.

SIGNATURES

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 May 13, 2009.


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

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TRUE TEMPER SPORTS, INC. INDEX

Item 1. Financial Statements

TRUE TEMPER SPORTS, INC. AND SUBSIDIARIES (A wholly-owned subsidiary of True Temper Corporation) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollars in thousands)
TRUE TEMPER SPORTS, INC. AND SUBSIDIARIES (A wholly-owned subsidiary of True Temper Corporation)
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars in thousands)
TRUE TEMPER SPORTS, INC. AND SUBSIDIARIES (A wholly-owned subsidiary of True Temper Corporation)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands)
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)
True Temper Fair Value Measurements at Reporting Date

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4T. Controls and Procedures

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits

SIGNATURES

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