<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

          /X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                       OR

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

                        COMMISSION FILE NUMBER 333-72343


                            TRUE TEMPER SPORTS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                      <C>                                 <C>
              DELAWARE                               3949                          52-2112620
   (STATE OF OTHER JURISDICTION OF       (PRIMARY STANDARD INDUSTRIAL           (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)        CLASSIFICATION CODE NUMBER)         IDENTIFICATION NUMBER)
</TABLE>

                              8275 TOURNAMENT DRIVE
                                    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 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 /X/ No / /.

         As of May 13, 2002 the Registrant had 100 shares of Common Stock, $0.01
par value per share, outstanding.



<PAGE>
                            TRUE TEMPER SPORTS, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----
<S>                                                                                          <C>
PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements

               Condensed Statements of Operations for the three month periods ended
               March 31, 2002 (Unaudited) and April 1, 2001 (Unaudited) ................      1

               Condensed Balance Sheets as of March 31, 2002 (Unaudited) and
               December 31, 2001 (Unaudited) ...........................................      2

               Condensed Statements of Cash Flows for the three month periods ended
               March 31, 2002 (Unaudited) and April 1, 2001 (Unaudited) ................      3

               Notes to Condensed Financial Statements (Unaudited) .....................      4

         Item 2. Management's Discussion and Analysis of Financial Condition and Results
               of Operations ...........................................................      7

         Item 3. Quantitative and Qualitative Disclosures About Market Risk ............     11

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings .....................................................     12

         Item 2. Changes in Securities and Use of Proceeds .............................     12

         Item 3. Defaults Upon Senior Securities .......................................     12

         Item 4. Submission of Matters to a Vote of Security Holders ...................     12

         Item 5. Other Information .....................................................     12

         Item 6. Exhibits and Reports on Form 8-K ......................................     12

Signatures .............................................................................     14
</TABLE>
<PAGE>
PART I   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                            TRUE TEMPER SPORTS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF TRUE TEMPER CORPORATION)

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               FOR THE THREE
                                                                MONTHS ENDED
                                                           MARCH 31,     APRIL 1,
                                                            2002          2001
                                                           -------       -------

<S>                                                        <C>           <C>
Net sales ..........................................       $29,362       $34,392
Cost of sales ......................................        18,764        21,394
                                                           -------       -------
  GROSS PROFIT .....................................        10,598        12,998

Selling, general and administrative expenses .......         3,576         4,917
Amortization of goodwill ...........................            --           675
Loss on early extinguishment of long-term debt .....            20            --
                                                           -------       -------
  OPERATING INCOME .................................         7,002         7,406

Interest expense, net of interest income ...........         3,102         3,219
Other expenses, net ................................             4            11
                                                           -------       -------
  INCOME BEFORE INCOME TAXES .......................         3,896         4,176

Income taxes .......................................         1,520         1,854
                                                           -------       -------
  NET INCOME .......................................       $ 2,376       $ 2,322
                                                           =======       =======
</TABLE>


            See accompanying notes to condensed financial statements


                                       1
<PAGE>
                            TRUE TEMPER SPORTS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF TRUE TEMPER CORPORATION)

                            CONDENSED BALANCE SHEETS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                   MARCH 31,  DECEMBER 31,
                                                                                     2002         2001
                                                                                   --------     --------
<S>                                                                                <C>          <C>
                           ASSETS

CURRENT ASSETS

  Cash and cash equivalents ..................................................     $ 12,931     $  8,177
  Receivables, net ...........................................................       16,256       13,459
  Inventories ................................................................       11,887       13,441
  Prepaid expenses and other current assets ..................................        1,770        1,749
                                                                                   --------     --------
      Total current assets ...................................................       42,844       36,826

Property, plant and equipment, net ...........................................       16,064       16,729
Goodwill, net ................................................................       71,506       71,506
Deferred tax assets, net .....................................................       58,874       60,356
Other assets .................................................................        3,762        3,913
                                                                                   --------     --------
      Total assets ...........................................................     $193,050     $189,330
                                                                                   ========     ========

             LIABILITIES & STOCKHOLDER'S EQUITY

CURRENT LIABILITIES

  Current portion of long-term debt ..........................................     $  4,175     $  4,675
  Accounts payable ...........................................................        5,029        4,390
  Accrued expenses and other current liabilities .............................        7,240        4,836
                                                                                   --------     --------
      Total current liabilities ..............................................       16,444       13,901

Long-term debt less the current portion ......................................      111,490      111,829
Other liabilities ............................................................        2,321        2,297
                                                                                   --------     --------
      Total liabilities ......................................................      130,255      128,027

STOCKHOLDER'S EQUITY

  Common stock--par value $0.01 per share; authorized 1,000 shares; issued and
    outstanding 100 shares ...................................................           --           --
  Additional paid in capital .................................................       40,326       40,326
  Retained earnings ..........................................................       22,469       20,977
                                                                                   --------     --------
      Total stockholder's equity .............................................       62,795       61,303
                                                                                   --------     --------

      Total liabilities and stockholder's equity .............................     $193,050     $189,330
                                                                                   ========     ========
</TABLE>


            See accompanying notes to condensed financial statements


                                       2
<PAGE>
                            TRUE TEMPER SPORTS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF TRUE TEMPER CORPORATION)

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                               FOR THE THREE
                                                                                 MONTHS ENDED
                                                                            MARCH 31,      APRIL 1,
                                                                              2002          2001
                                                                            --------      --------
<S>                                                                         <C>           <C>
OPERATING ACTIVITIES
  Net income ..........................................................     $  2,376      $  2,322
  Adjustments to reconcile net income to net cash provided by operating
activities:
    Depreciation and amortization .....................................          856         1,478
    Amortization of deferred financing costs ..........................          174           162
    Loss on disposal of property, plant and equipment .................            4            14
    Loss on early extinguishment of long-term debt ....................           20            --
    Deferred taxes ....................................................        1,482         1,820
    Changes in operating assets and liabilities, net ..................        1,809        (1,614)
                                                                            --------      --------
      Net cash provided by operating activities .......................        6,721         4,182

INVESTING ACTIVITIES
  Purchase of property, plant and equipment ...........................         (195)         (653)
  Proceeds from sales of property, plant and equipment ................           --            12
                                                                            --------      --------
      Net cash used in investing activities ...........................         (195)         (641)

FINANCING ACTIVITIES
  Principal payments on bank debt .....................................         (569)         (444)
  Repurchase of Senior Subordinated Notes .............................         (282)           --
  Principal payments on capital leases ................................           (6)           (9)
  Dividends paid ......................................................         (884)         (885)
  Other financing activity ............................................          (31)          (33)
                                                                            --------      --------
      Net cash used in financing activities ...........................       (1,772)       (1,371)

Net increase in cash ..................................................        4,754         2,170
Cash at beginning of period ...........................................        8,177         4,168
                                                                            --------      --------
Cash at end of period .................................................     $ 12,931      $  6,338
                                                                            ========      ========
</TABLE>


            See accompanying notes to condensed financial statements


                                       3
<PAGE>
                            TRUE TEMPER SPORTS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF TRUE TEMPER CORPORATION)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                (DOLLARS IN THOUSANDS UNLESS OTHERWISE INDICATED)

1)  BASIS OF PRESENTATION

         The accompanying unaudited financial statements of True Temper Sports,
Inc. ("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 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, 2001. In the opinion of management, the financial
statements include all adjustments which are necessary for the fair presentation
of results for interim periods.

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

2)  RECENT ACCOUNTING PRONOUNCEMENTS

         In July 2001, the Financial Accounting Standard Board ("FASB") issued
Statement No. 142, Goodwill and Other Intangible Assets, which requires goodwill
and intangible assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually in accordance with the
provisions of the Statement. Statement 142 also requires intangible assets with
estimable useful lives be amortized over the respective estimated useful lives
to their estimated residual values, and reviewed for impairment in accordance
with FAS Statement No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of.

         The Company adopted Statement 142 as of January 1, 2002, and is
currently in the process of evaluating its goodwill balances to determine if any
impairment exists. To accomplish this, the Company must identify its reporting
units and determine the carrying value of each reported unit by assigning the
assets and liabilities, including the existing goodwill and intangible assets,
to those reporting units as of the date of adoption. The Company will then have
up to six months from the date of adoption to determine the fair value of each
reporting unit and compare it to the reporting unit's carrying amount. To the
extent a reporting unit's carrying amount exceeds its fair value, an indication
exists that the reporting unit's goodwill may be impaired and the Company must
perform the second step of the transitional impairment test. In the second step,
the Company must compare the implied fair value of the reporting unit's
goodwill, determined by allocating the reporting unit's fair value to all of its
assets (recognized and unrecognized) and carrying amount, both of which would be
measured as of the date of adoption. This second step is required to be
completed as soon as possible, but no later than the end of the year of
adoption. Any transitional impairment loss will be recognized as the cumulative
effect of a change in accounting principle in the Company's statement of
operations.

         As of the date of adoption, the Company had unamortized goodwill in the
amount of $71.5 million, all of which will be subject to the transition
provisions of Statements 142. Amortization expense related to goodwill was
approximately $0.7 million for the three month period ended April 1, 2001.


                                       4
<PAGE>
                            TRUE TEMPER SPORTS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF TRUE TEMPER CORPORATION)

             NOTES TO CONDENSED FINANCIAL STATEMENTS) - (CONTINUED)


         The following table indicates what the net income amount would have
been in the prior year had amortization of goodwill not been recorded.

<TABLE>
<CAPTION>
                                                 For the Three Months Ended
                                  --------------------------------------------------------
                                  March 31,
                                     2002                     April 1, 2001
                                   -------     -------------------------------------------
                                                                Add Back
                                                                Goodwill
                                               As Reported     Amortization    As Adjusted
                                               -----------     ------------    -----------
<S>                                <C>          <C>              <C>             <C>
Income before income taxes.......  $ 3,896      $  4,176         $   675         $  4,851
  Income taxes...................    1,520         1,854              22            1,876
                                   -------      --------         -------         --------
Net Income.......................  $ 2,376      $  2,322         $   653         $  2,975
                                   =======      ========         =======         ========
</TABLE>

         Because of the extensive effort needed to comply with adopting
Statement 142, management has not determined the impact of adopting this
Statement on the Company's financial statements at the date of this report,
including whether any transitional impairment losses will be required to be
recognized as the cumulative effect of a change in accounting principle.

         In April 2002, the FASB issued Statement No. 145, Rescission of FASB
Statements Nos. 4 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections, which will affect income statement classification of gains and
losses from extinguishment of debt. Statement 145 considers extinguishment of
debt a risk management strategy by the reporting entity and the FASB does not
believe it should be considered extraordinary under the criteria in APB Opinion
No. 30, Reporting the Results of Operations - - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions (APB 30), unless the debt extinguishment meets
the unusual in nature and infrequency of occurrence criteria in APB 30.

         Statement 145 is effective for fiscal years beginning after May 15,
2002 with early adoption encouraged. The Company elected to adopt Statement 145
as of January 1, 2002, and as such its loss on the early extinguishment of debt
was recorded as a component of operating income. The Company did not extinguish
debt in the first quarter 2001.

3)  INVENTORIES
<TABLE>
<CAPTION>
                                                        MARCH 31,    DECEMBER 31,
                                                          2002           2001
                                                        -------       --------

<S>                                                     <C>          <C>
      Raw materials...................................  $ 1,427       $  1,558
      Work in process.................................    2,305          2,124
      Finished goods..................................    8,155          9,759
                                                        -------       --------
      Total...........................................  $11,887       $ 13,441
                                                        =======       ========
</TABLE>

4)  SEGMENT REPORTING

         The Company operates in two reportable business segments: golf shafts
and performance tubing. 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 tubing segment manufactures and sells high strength, tight tolerance
tubular components for bicycle, automotive and recreational sport markets. The
Company


                                       5
<PAGE>
                            TRUE TEMPER SPORTS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF TRUE TEMPER CORPORATION)

             NOTES TO CONDENSED FINANCIAL STATEMENTS) - (CONTINUED)


evaluates the performance of these segments based on segment sales and gross
profit. The Company has no inter-segment sales.


<TABLE>
<CAPTION>
                                                             FOR THE THREE
                                                              MONTHS ENDED
                                                              ------------
                                                           MARCH 31,   APRIL 1,
                                                             2002       2001
                                                            -------   --------
      Net sales:
<S>                                                        <C>        <C>
        Golf shafts...................................      $28,314   $ 33,521
        Performance tubing............................        1,048        922
                                                            -------   --------
          Total.......................................      $29,362   $ 34,392
                                                            =======   ========
      Gross profit:
        Golf shafts...................................      $10,302   $ 12,681
        Performance tubing............................          296        317
                                                            -------   --------
          Total.......................................      $10,598   $ 12,998
                                                            =======   ========
</TABLE>

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

<TABLE>
<CAPTION>
                                                            FOR THE THREE
                                                             MONTHS ENDED
                                                             ------------
                                                          MARCH 31,  APRIL 1,
                                                            2002       2001
                                                          -------   --------
<S>                                                       <C>       <C>
      Total reportable segment gross profit...........    $10,598   $ 12,998
      Less:
        SG&A expenses.................................      3,576      4,917
        Amortization of goodwill......................         --        675
        Loss on early extinguishment of long-term debt         20         --
        Interest expense, net of interest income......      3,102      3,219
        Other expenses, net...........................          4         11
                                                          -------   --------
      Total Company income before income taxes........    $ 3,896   $  4,176
                                                          =======   ========
</TABLE>


                                       6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

         The following discussion should be read in conjunction with the more
detailed information in our 2001 Annual Financial Statements, including the
notes thereto, appearing most recently in our 2001 Annual Report on Form 10-K,
filed with the SEC on April 1, 2002.

COMPANY OVERVIEW

         True Temper Sports, Inc. ("True Temper" or the "Company"), a wholly
owned subsidiary of True Temper Corporation, is a leading designer, manufacturer
and marketer of steel, composite, and multi-material golf club shafts for
original equipment manufacturers and distributors in the golf equipment
industry. In addition, True Temper produces and sells a variety of performance
tubing products that offer high strength and tight tolerance tubular components
to the bicycle, automotive and recreational sports markets. In calendar 2001,
golf shaft sales represented 96% of total revenues, and performance tubing sales
represented 4%. This sales split has remained relatively consistent during the
first quarter of 2002.

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                           FOR THE THREE
                                                            MONTHS ENDED
                                                            ------------
                                                        MARCH 31,   APRIL 1,
                                                          2002       2001
                                                          ----       ----

<S>                                                     <C>         <C>
      Net sales.......................................   100.0%     100.0%
      Cost of sales...................................    63.9       62.2
      Gross profit....................................    36.1       37.8
      SG&A expenses...................................    12.2       14.3
      Amortization of goodwill........................     0.0        2.0
      Loss on early extinguishment of long-term debt..     0.1        0.0
        Operating income..............................    23.8       21.5
      Interest expenses...............................    10.6        9.4
      Other expenses, net.............................     0.0        0.0
        Income before income taxes....................    13.3       12.1
      Income taxes....................................     5.2        5.4
        Net income....................................     8.1%       6.8%
      Other Information:
      EBITDA..........................................    26.8%      25.8%
      Adjusted EBITDA.................................    27.2%      26.2%
</TABLE>

        (See definitions of EBITDA and Adjusted EBITDA contained herein.)

FIRST QUARTER ENDED MARCH 31, 2002 COMPARED TO THE FIRST QUARTER ENDED APRIL
1, 2001

         NET SALES for the first quarter of 2002 decreased $5.0 million, or
14.6%, to $29.4 million from $34.4 million in the first quarter of 2001. Golf
shaft sales decreased $5.2 million, or 15.5%, to $28.3 million in the first
quarter of 2002 from $33.5 million in the first quarter of 2001. This decrease
was driven primarily by reduced sales of our multi-material golf shaft product
line, which was introduced during the first quarter of 2001. The sales generated
during the first quarter of 2001 were magnified by the initial sales to OEM's
and distributors to fill the supply chain, as well as the industry-wide interest
generated by the nature of this new product offering. Sales of our steel and
composite golf shafts remain relatively unchanged from their first quarter 2001
levels,


                                       7
<PAGE>
which is attributable to the continued domestic and worldwide economic softness,
and the sluggish retail sales environment for golf equipment which began during
2001.

         Performance tubing sales increased $0.1 million, or 13.7%, to $1.0
million in the first quarter of 2002 from $0.9 million in the first quarter of
2001.

         Net sales to international customers decreased $0.5 million, or 6.8%,
to $6.4 million in the first quarter of 2002 from $6.9 million in the first
quarter of 2001.

         GROSS PROFIT for the first quarter of 2002 decreased $2.4 million, or
18.5%, to $10.6 million from $13.0 million in the first quarter of 2001. Gross
profit as a percentage of net sales decreased to 36.1% in the first quarter of
2002 from 37.8% in the first quarter of 2001. This decrease in gross profit as a
percentage of net sales was driven by several factors, including (i) the
unfavorable leverage impact resulting from the decreased unit volume, (ii)
higher medical insurance costs, and (iii) the negative impact from changes in
the foreign currency exchange rate between the US Dollar and Japanese Yen. These
factors were offset somewhat by a shift in the mix of sales to slightly higher
margin products and a decrease in costs for both natural gas and electricity.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A") for the first
quarter of 2002 decreased $1.3 million, or 27.3%, to $3.6 million from $4.9
million in the first quarter of 2001. SG&A as a percentage of net sales
decreased to 12.2% in the first quarter 2002 from 14.3% in the first quarter of
2001. This decrease occurred primarily due to the timing of promotional
expenses. During 2001 we made a strategic decision to spend a large portion of
our annual advertising budget into the first half of the year, in order to
heavily promote the new BiMatrx shaft which was launched in January 2001. During
2002 our promotional spending will be more evenly distributed throughout the
year.

         OPERATING INCOME for the first quarter of 2002 decreased by $0.4
million, or 5.5%, to $7.0 million from $7.4 million in the first quarter of
2001. Operating income as a percentage of net sales increased to 23.8% in the
first quarter of 2002 from 21.5% in the first quarter of 2001. Effective January
1, 2002, we adopted FASB No. 142, Goodwill and Other Intangible Assets, which
requires us, among other things, to discontinue the amortization of our
goodwill. In the first quarter of 2001 goodwill amortization was $0.7 million .
Excluding the effect of goodwill amortization in the first quarter 2001,
operating income for the first quarter of 2002 would have decreased by $1.1
million, or 13.4% from the first quarter of 2001 and operating income as a
percentage of net sales would have increased to 23.8% from 23.5%. The remainder
of the change in operating income reflects the changes described above in sales,
gross profit and SG&A expenses.

         INTEREST EXPENSE for the first quarter of 2002 decreased to $3.1
million from $3.2 million in the first quarter of 2001.

         INCOME TAXES for the first quarter of 2002 decreased to $1.5 million
from $1.9 million in the first quarter of 2001. The effective tax rate during
these periods differs from a federal statutory rate of 34% due primarily to the
incremental tax rate for state and foreign income tax purposes and in the first
quarter of 2001 the pre-tax income added back for the non-deductible portion of
goodwill amortization.

         NET INCOME for the first quarter of 2002 increased by approximately
$0.1 million to $2.4 million from $2.3 million in the first quarter of 2001.
This increase is reflective of the profit impact from the items described above.


                                       8
<PAGE>
         EBITDA AND ADJUSTED EBITDA are measurements used by some to gauge our
operating performance. EBITDA represents operating income plus depreciation and
amortization of goodwill, if applicable. Adjusted EBITDA represents EBITDA plus
management service fees and the loss on early extinguishment of long-term debt.
EBITDA and Adjusted EBITDA for the first quarter of 2002 and 2001 are calculated
as follows:

<TABLE>
<CAPTION>
                                                             FOR THE THREE MONTH
                                                                PERIOD ENDED
                                                                ------------
                                                            MARCH 31,  APRIL 1,
                                                              2002       2001
                                                            -------   --------
<S>                                                        <C>        <C>
      Operating income................................      $ 7,002   $  7,406
      Plus:
        Depreciation..................................          856        803
        Amortization of goodwill......................           --        675
                                                            -------   --------
      EBITDA..........................................        7,858      8,884

      Plus:
        Management service fees.......................          125        125
        Loss on early extinguishment of long-term debt           20         --
                                                            -------   --------
      ADJUSTED EBITDA.................................      $ 8,003   $  9,009
                                                            =======   ========
</TABLE>

         The decrease in Adjusted EBITDA of $1.0 million, or 11.2%, is
reflective of the profit impact of the operating income items described above,
as well as the impact of the items identified in the table above.

         The following table shows cash flow activity by source. Discussion of
cash flow activity is noted in the Liquidity and Capital Resources section
below.

<TABLE>
<CAPTION>
                                                             FOR THE THREE MONTH
                                                                PERIOD ENDED
                                                                ------------
                                                             MARCH 31,  APRIL 1,
                                                               2002       2001
                                                             -------   --------
<S>                                                          <C>       <C>
      Cash provided by operating activities...........       $ 6,721   $  4,182
      Cash used in investing activities...............          (195)      (641)
      Cash used in financing activities...............       $(1,772)  $ (1,371)
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

  GENERAL

         We have a senior credit facility which includes a $20.0 million
non-amortizing revolving credit facility, a $10.0 million term A loan due 2004,
and a $27.5 million term B loan due 2005. Amounts under the revolving credit
facility are available on a revolving basis commencing September 30, 1998, and
ending September 30, 2004. As of March 31, 2002 the outstanding principal
balance for the term A loan is $1.9 million and the outstanding principal
balance for the term B loan is $14.0 million.

         In addition, we have issued $100.0 million in 10 7/8% Senior
Subordinated Notes Due 2008 (the "Notes"). The Notes require cash interest
payments each June 1 and December 1, beginning June 1, 1999. The Notes are
redeemable by the Company, under certain circumstances and at certain redemption
prices, beginning December 1, 2003.

         Both the senior credit facility and the Notes contain covenants and
events of default, including substantial restrictions and provisions which,
among other things, limit our ability to incur additional indebtedness, make
acquisitions and capital expenditures, sell assets, create liens or other
encumbrances, make certain payments


                                       9
<PAGE>
and dividends, or merge or consolidate. The senior credit facility also requires
us to maintain certain specified financial ratios and tests including minimum
EBITDA levels, minimum interest coverage and fixed charge coverage ratios, and
maximum leverage ratios. At March 31, 2002 we were in compliance with all of the
covenants for both the senior credit facility and the Notes. Furthermore, the
senior credit facility requires certain mandatory prepayments including payments
from the net proceeds of certain asset sales and a portion of our excess cash
flow.

  FIRST QUARTER ENDED MARCH 31, 2002 COMPARED TO THE FIRST QUARTER ENDED APRIL
1, 2001

         In the first three months of 2002 cash provided by operating activities
increased by $2.5 million to $6.7 million from $4.2 million in 2001. This
increase was driven by a decrease in cash required for working capital needs,
primarily trade accounts receivable.

         We used $0.2 million of cash to invest in property, plant and equipment
in the first quarter of 2002, compared to the $0.7 million spent in the first
quarter of 2001.

         We repaid $0.6 million of the principal on our senior credit facility
during the first quarter of 2002, compared to the $0.4 million that we repaid
during the first quarter of 2001. Based upon the excess cash flow generated in
2001 as defined in the senior credit facility, we are required to make a
mandatory principal prepayment of $2.4 million in the second quarter of 2002.
Also in the first quarter of 2002, we repurchased $0.3 million of our Notes.

         Currently, our intention is to use existing cash and cash provided from
future operations, if any, as allowed within the covenants of our senior credit
facility and our Notes, to:

         -     Repay our senior credit facility, and/or

         -     Repurchase Notes from existing Note holders in a non-redemptive
               open market repurchase program, and/or

         -     Issue quarterly cash dividends to our parent company, True Temper
               Corporation, for its use to pay cash interest on its senior
               discount notes, and/or

         -     To make additional investments in the business for growth or
               profit improvements, which may include, among other things,
               capital expenditures and/or business acquisitions.

         In addition to the debt service obligations for principal and interest
payments created by the senior credit facility and the Notes described above,
our liquidity needs largely relate to working capital requirements and capital
expenditures for machinery and equipment. We intend to fund our current and long
term working capital, capital expenditure and debt service requirements through
cash flow generated from operations. However, since there can be no assurance of
future performance, as of March 31, 2002 we have the $20.0 million revolving
credit facility available for future cash requirements. The maximum amount we
may use of the $20.0 million revolving credit facility is limited by the
financial covenants contained within the senior credit facility. Information
concerning our senior credit facility is contained in the footnotes to the
financial statements of our 2001 Annual Report on Form 10-K, as filed with the
SEC on April 1, 2002.

         Depending on the size, any future acquisitions, joint ventures, capital
expenditures or similar transactions may require significant capital resources
in excess of cash provided by 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.

FORWARD-LOOKING STATEMENTS


                                       10
<PAGE>
         The Private Securities Litigation Act of 1995 (the "Act") provides a
safe harbor for forward-looking statements made by our 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 operating performance, events or
developments that we expect, plan, believe, hope, wish, forecast, predict,
intend, or anticipate 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
of energy prices and availability, fluctuations of raw material prices,
competitive factors, and other risks that could cause the actual results to
differ materially from the estimates or predictions contained in our 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 Business Risks section of Item 1 to Part 1 of our
2001 Annual Report on Form 10-K filed with the SEC on April 1, 2002.

         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

         Information concerning our market risks is contained in the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section of our 2001 Annual Report on Form 10-K, as filed with the
SEC on April 1, 2002.

         This information has been omitted from this report as there have been
no material changes to our market risks as of March 31, 2002.


                                       11
<PAGE>
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 us. While we 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 our business, financial condition or results of operations.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

   --Not applicable--

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

   --None--

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 31, 2002.

ITEM 5.  OTHER INFORMATION

   --Not Applicable--

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

   a. Exhibits

<TABLE>
<S>                <C>
      2.1          Reorganization, Recapitalization and Stock Purchase Agreement dated
                   as of June 29, 1998 by and between The Black & Decker Corporation,
                   True Temper Sports, Inc. and TTSI LLC ("Recapitalization Agreement")
                   (filed as exhibit 2.1 to the Company's Registration Statement on Form
                   S-4 (No. 333-72343), as filed with the Securities and Exchange
                   Commission (the "SEC") on February 12, 1999 (the "Form S-4")).*

      2.2          Amendment No. 1 to Recapitalization Agreement dated August 1, 1998
                   (filed as exhibit 2.2 to Form S-4).*

      2.3          Amendment No. 2 to Recapitalization Agreement dated September 30,
                   1998 (filed as exhibit 2.3 to Form S-4).*

      2.4          Assignment and Assumption Agreement by and between True Temper
                   Corporation ("TTC") and the Company dated September 30, 1998 (filed
                   as exhibit 2.4 to Form S-4).*

      3.1          Amended and Restated Certificate of Incorporation of the Company,
                   dated September 29, 1998 (filed as Exhibit 3.1 to Form S-4).*

      3.2          By-laws of the Company (filed as Exhibit 3.2 to Form S-4).*

      4.1          Indenture dated November 23, 1998 between the Company United States
                   Trust of New York (filed as Exhibit 4.1 to Form S-4).*

      4.2          Purchase Agreement dated November 18, 1998 between the Company and
                   Donaldson, Lufkin and Jenrette (filed as Exhibit 4.2 to Form S-4).*
</TABLE>


                                       12
<PAGE>
<TABLE>
<S>                <C>
      10.1         Management Services Agreement dated as of September 30, 1998 between
                   the Company and Cornerstone Equity Investors, LLC ("Management
                   Services Agreement") (filed as Exhibit 10.1 to Form S-4).*

      10.2         Amendment to Management Services Agreement dated November 23, 1998
                   (filed as Exhibit 10.2 to Form S-4).*

      10.3         Credit Agreement dated as of September 30, 1998 among the Company,
                   various financial institutions, DLJ Capital Funding, Inc. and The
                   First National Bank of Chicago (filed as Exhibit 10.3 to Form S-4).*

      10.4         Securities Purchase Agreement dated as of September 30, 1998 among
                   TTC and the Purchase Party thereto (filed as Exhibit 10.4 to Form
                   S-4).*

      10.5         Amendment No. 1 to Credit Agreement dated June 11, 1999 (filed as
                   Exhibit 10.5 to the Company's 1999 Annual Report on Form 10-K, as
                   filed with the SEC on March 30, 2000).*

      10.6         True Temper Corporation 1998 Stock Option Plan (filed as Exhibit 10.6
                   to the Company's 1999 Annual Report on Form 10-K, as filed with the
                   SEC on March 30, 2000).*

      10.7         Shareholder's Agreement dated as of September 30, 1998 (filed as
                   Exhibit 10.7 to the Company's 1999 Annual Report on Form 10-K, as
                   filed with the SEC on March 30, 2000).*

      10.8         Amended and Restated Management Services Agreement dated March 27,
                   2000 (filed as Exhibit 10.8 to the Company's Quarterly Report on Form
                   10-Q for the quarterly period ended April 2, 2000, as filed with the
                   SEC on May 16, 2000).*

      10.9         Amendment No. 2 to Credit Agreement dated November 17, 2000 (filed
                   as Exhibit 10.9 to the Company's Annual Report on Form 10-K, as
                   filed with the SEC on March 28, 2001).*

      10.10        Amendment No 3 to Credit Agreement dated December 4, 2001 (filed as
                   Exhibit 10.10 to the Company's Annual Report on Form 10-K, as filed
                   with the SEC on April 1, 2002).*
</TABLE>

   b. Reports on Form 8-K



                    No reports or Form 8-K were filed during the quarter ended
                    March 31, 2002.


---------
*  Incorporated by reference.


                                       13
<PAGE>
                                   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, in the City of Memphis, State of
Tennessee, on May 13, 2002.

                                            True Temper Sports, Inc.


                                            By:  /s/   SCOTT C. HENNESSY
                                                 ------------------------------

                                            Name:  Scott C. Hennessy
                                            Title: President and Chief
                                                   Executive Officer


                                            By:  /s/   FRED H. GEYER
                                                 ------------------------------

                                            Name:  Fred H. Geyer
                                            Title: Vice President, Chief
                                                   Financial Officer, and
                                                   Treasurer


                                       14