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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 January 31, 2003

OR

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

For the transition period from      to

Commission file number: 0-18553

Ashworth, Inc.

|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 84-1052000
(I.R.S. Employer
Identification No.)

2765 LOKER AVENUE WEST
CARLSBAD, CA 92008
(Address of Principal Executive Offices)

(760) 438-6610
(Telephone No. Including Area Code)

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
 [  ]

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

| |  |                              |  |                             
| |  | ---------------------------- |  | ----------------------------
| |  | Title                        |  | Outstanding at March 7, 2003
|
| |  |                              |  |                             
| |  | $.001 par value Common Stock |  | 12,949,047                  





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TABLE OF CONTENTS



|                           |                                                                                               |                                                      |  |  |  |  |  | 
|-------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                           |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                           |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF INCOME         
|                           |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                           |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                           | 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 AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                
|CERTIFICATIONS            
|EXHIBIT INDEX             
|EXHIBIT 10.(i)(2)         
|EXHIBIT 10.(i)(3)         
|EXHIBIT 10.(i)(5)         
|EXHIBIT 10.(i)(6)         
|EXHIBIT 10.(q)            
|EXHIBIT 99.1              
|EXHIBIT 99.2              



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INDEX

|         |  |                                                                                       |  |  |                                                      |  |      |    | 
|-------- |  | ------------------------------------------------------------------------------------- |  |  | ---------------------------------------------------- |  | ---- | -- | 
|         |  |                                                                                       |  |  |                                                      |  | PAGE
|         |  |                                                                                       |  |  |                                                      |  |     
|Part I.  |  | Financial Information                                                                 |  |  |                                                      | 
|Item 1.  |  | Financial Statements                                                                  |  |  |                                                      | 
|         |  |                                                                                       |  |  | Condensed Consolidated Balance Sheets                |  |      | 1  | 
|         |  |                                                                                       |  |  | Condensed Consolidated Statements of Income          |  |      | 2  | 
|         |  |                                                                                       |  |  | Condensed Consolidated Statements of Cash Flows      |  |      | 3  | 
|         |  |                                                                                       |  |  | Notes to Condensed Consolidated Financial Statements |  |      | 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                            |  |  | 14                                                   | 
|Item 4.  |  | Controls and Procedures                                                               |  |  | 15                                                   | 
|Part II. |  | Other Information                                                                     |  |  |                                                      | 
|Item 1.  |  | Legal Proceedings                                                                     |  |  | 15                                                   | 
|Item 2.  |  | Changes in Securities and Use of Proceeds                                             |  |  | 15                                                   | 
|Item 3.  |  | Defaults Upon Senior Securities                                                       |  |  | 16                                                   | 
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                   |  |  | 16                                                   | 
|Item 5.  |  | Other Information                                                                     |  |  | 16                                                   | 
|Item 6.  |  | Exhibits and Reports on Form 8-K                                                      |  |  | 16                                                   | 
|         |  |                                                                                       |  |  | Signatures                                           |  |      | 19 | 
|         |  |                                                                                       |  |  | Certifications                                       |  |      | 20 | 
|         |  |                                                                                       |  |  | Exhibit Index                                        |  |      | 22 | 





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##### Table of Contents






ASHWORTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

|                                       |                                                |                                          |            |                                            |            |             |             |             |            |   |             | 
|-------------------------------------- | ---------------------------------------------- | ---------------------------------------- | ---------- | ------------------------------------------ | ---------- | ----------- | ----------- | ----------- | ---------- | - | ----------- | 
|                                       |                                                |                                          |            |                                            |            | January 31, |             | October 31,
|                                       |                                                |                                          |            |                                            |            | 2003        |             | 2002       
|                                       |                                                |                                          |            |                                            |            |             |             |            
|                                       |                                                |                                          |            |                                            |            | (UNAUDITED) |             |             |            |  
|ASSETS                                 |                                                |                                          |            |                                            |            |             |             |            
|Current assets:                        |                                                |                                          |            |                                            |            |             |             |            
|                                       | Cash and cash equivalents                      |                                          | $          | 881,000                                    |            |             | $           | 2,336,000   |           
|                                       | Accounts receivable  trade, net               |                                          |            | 28,268,000                                 |            |             |             | 33,572,000  |           
|                                       | Accounts receivable  other                    |                                          |            | 2,079,000                                  |            |             |             | 1,821,000   |           
|                                       | Inventories, net                               |                                          |            | 52,730,000                                 |            |             |             | 41,188,000  |           
|                                       | Income tax refund receivable                   |                                          |            | 345,000                                    |            |             |             | 246,000     |           
|                                       | Other current assets                           |                                          |            | 5,412,000                                  |            |             |             | 3,284,000   |           
|                                       | Deferred income tax asset                      |                                          |            | 1,959,000                                  |            |             |             | 1,748,000   |           
|                                       |                                                |                                          |            |                                            |            |             |             |            
|                                       |                                                | Total current assets                     |            |                                            | 91,674,000 |             |             |             | 84,195,000 |  
|                                       |                                                |                                          |            |                                            |            |             |             |            
|Property, plant and equipment, at cost |                                                |                                          | 39,822,000 |                                            |            |             | 39,167,000  |            
|                                       | Less accumulated depreciation and amortization |                                          |            | (22,283,000                                | )          |             |             | (21,278,000 | )         
|                                       |                                                |                                          |            |                                            |            |             |             |            
|                                       |                                                | Total property, plant and equipment, net |            |                                            | 17,539,000 |             |             |             | 17,889,000 |  
|                                       |                                                |                                          |            |                                            |            |             |             |            
|Other assets, net                      |                                                |                                          | 831,000    |                                            |            |             | 891,000     |            
|                                       |                                                |                                          |            |                                            |            |             |             |            
|                                       |                                                |                                          |            | Total assets                               |            | $           | 110,044,000 |             |            | $ | 102,975,000 | 
|                                       |                                                |                                          |            |                                            |            |             |             |            
|LIABILITIES AND STOCKHOLDERS EQUITY   |                                                |                                          |            |                                            |            |             |             |            
|Current liabilities:                   |                                                |                                          |            |                                            |            |             |             |            
|                                       | Line of credit payable                         |                                          | $          | 17,320,000                                 |            |             | $           | 11,125,000  |           
|                                       | Current portion of long-term debt              |                                          |            | 420,000                                    |            |             |             | 553,000     |           
|                                       | Accounts payable  trade                       |                                          |            | 6,233,000                                  |            |             |             | 6,338,000   |           
|                                       | Accrued liabilities                            |                                          |            | 3,225,000                                  |            |             |             | 3,014,000   |           
|                                       |                                                |                                          |            |                                            |            |             |             |            
|                                       |                                                | Total current liabilities                |            |                                            | 27,198,000 |             |             |             | 21,030,000 |  
|                                       |                                                |                                          |            |                                            |            |             |             |            
|Long-term debt, net of current portion |                                                |                                          | 2,848,000  |                                            |            |             | 2,921,000   |            
|Deferred income tax liability          |                                                |                                          | 1,134,000  |                                            |            |             | 904,000     |            
|Other long-term liabilities            |                                                |                                          | 419,000    |                                            |            |             | 535,000     |            
|Stockholders equity:                  |                                                |                                          |            |                                            |            |             |             |            
|                                       | Common stock                                   |                                          |            | 13,000                                     |            |             |             | 13,000      |           
|                                       | Capital in excess of par value                 |                                          |            | 37,233,000                                 |            |             |             | 37,185,000  |           
|                                       | Retained earnings                              |                                          |            | 40,684,000                                 |            |             |             | 40,578,000  |           
|                                       | Accumulated other comprehensive income (loss)  |                                          |            | 515,000                                    |            |             |             | (191,000    | )         
|                                       |                                                |                                          |            |                                            |            |             |             |            
|                                       |                                                | Total stockholders equity               |            |                                            | 78,445,000 |             |             |             | 77,585,000 |  
|                                       |                                                |                                          |            |                                            |            |             |             |            
|                                       |                                                |                                          |            | Total liabilities and stockholders equity |            | $           | 110,044,000 |             |            | $ | 102,975,000 | 
|                                       |                                                |                                          |            |                                            |            |             |             |            

See accompanying notes to condensed consolidated financial statements.

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ASHWORTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

|                                                                |                                     |   |                                |            |      |   |            |            |  
|--------------------------------------------------------------- | ----------------------------------- | - | ------------------------------ | ---------- | ---- | - | ---------- | ---------- | -
|                                                                |                                     |   | Three months ended January 31,
|                                                                |                                     |   | 2003                           |            | 2002
|                                                                |                                     |   |                                |            |     
|Net revenues                                                    |                                     | $ | 26,563,000                     |            |      | $ | 20,104,000 |           
|Cost of goods sold                                              |                                     |   | 16,596,000                     |            |      |   | 12,793,000 |           
|                                                                |                                     |   |                                |            |      |   |            |           
|
|                                                                | Gross profit                        |   |                                | 9,967,000  |      |   |            | 7,311,000  |  
|Selling, general and administrative expenses                    |                                     |   | 9,682,000                      |            |      |   | 8,790,000  |           
|                                                                |                                     |   |                                |            |      |   |            |           
|                                                                | Income (loss) from operations       |   |                                | 285,000    |      |   |            | (1,479,000 | )
|Other income (expense):                                         |                                     |   |                                |            |      |   |            |           
|                                                                | Interest income                     |   |                                | 10,000     |      |   |            | 7,000      |  
|                                                                | Interest expense                    |   |                                | (192,000   | )    |   |            | (151,000   | )
|                                                                | Other income                        |   |                                | 73,000     |      |   |            | 13,000     |  
|                                                                |                                     |   |                                |            |      |   |            |           
|                                                                | Total other expense                 |   |                                | (109,000   | )    |   |            | (131,000   | )
|Income (loss) before provision for income tax
expense (benefit) |                                     |   | 176,000                        |            |      |   | (1,610,000 | )         
|Provision for income tax expense (benefit)                      |                                     |   | 70,000                         |            |      |   | (644,000   | )         
|                                                                |                                     |   |                                |            |      |   |            |           
|                                                                | Net income (loss)                   |   | $                              | 106,000    |      |   | ($         | 966,000    | )
|                                                                |                                     |   |                                |            |      |   |            |           
|Net income (loss) per share                                     |                                     |   |                                |            |      |   |            |           
|Basic:                                                          |                                     |   |                                |            |      |   |            |           
|                                                                | Weighted average shares outstanding |   |                                | 12,952,000 |      |   |            | 13,161,000 |  
|                                                                | Net income (loss) per share         |   | $                              | 0.01       |      |   | ($         | 0.07       | )
|Diluted:                                                        |                                     |   |                                |            |      |   |            |           
|                                                                | Weighted average shares outstanding |   |                                | 13,080,000 |      |   |            | 13,161,000 |  
|                                                                | Net income (loss) per share         |   | $                              | 0.01       |      |   | ($         | 0.07       | )

See accompanying notes to condensed consolidated financial statements.

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ASHWORTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                     |                                                        |    |                                |            |      |    |           |            |  
|---------------------------------------------------- | ------------------------------------------------------ | -- | ------------------------------ | ---------- | ---- | -- | --------- | ---------- | -
|                                                     |                                                        |    | Three months ended January 31,
|                                                     |                                                        |    | 2003                           |            | 2002
|                                                     |                                                        |    |                                |            |     
|Cash flows from operating activities:                |                                                        |    |                                |            |      |    |           |           
|Net cash used in operating activities                |                                                        | ($ | 7,434,000                      | )          |      | ($ | 4,042,000 | )         
|Cash flows from investing activities:                |                                                        |    |                                |            |      |    |           |           
|                                                     | Purchases of property and equipment                    |    |                                | (764,000   | )    |    |           | (345,000   | )
|                                                     |                                                        |    |                                |            |      |    |           |           
|Net cash used in investing activities                |                                                        |    | (764,000                       | )          |      |    | (345,000  | )         
|Cash flows from financing activities:                |                                                        |    |                                |            |      |    |           |           
|                                                     | Principal payments on capital lease obligations        |    |                                | (43,000    | )    |    |           | (10,000    | )
|                                                     | Borrowings on line of credit                           |    |                                | 15,595,000 |      |    |           | 7,250,000  |  
|                                                     | Payments on line of credit                             |    |                                | (9,400,000 | )    |    |           | (2,100,000 | )
|                                                     | Principal payments on notes payable and long-term debt |    |                                | (163,000   | )    |    |           | (154,000   | )
|                                                     | Proceeds from issuance of common stock                 |    |                                | 48,000     |      |    |           | 278,000    |  
|                                                     |                                                        |    |                                |            |      |    |           |           
|Net cash provided by financing activities            |                                                        |    | 6,037,000                      |            |      |    | 5,264,000 |           
|Effect of exchange rate changes on cash              |                                                        |    | 706,000                        |            |      |    | (306,000  | )         
|                                                     |                                                        |    |                                |            |      |    |           |           
|Net increase (decrease) in cash and cash equivalents |                                                        |    | (1,455,000                     | )          |      |    | 571,000   |           
|Cash and cash equivalents, beginning of period       |                                                        |    | 2,336,000                      |            |      |    | 1,055,000 |           
|                                                     |                                                        |    |                                |            |      |    |           |           
|Cash and cash equivalents, end of period             |                                                        | $  | 881,000                        |            |      | $  | 1,626,000 |           
|                                                     |                                                        |    |                                |            |      |    |           |           

See accompanying notes to condensed consolidated financial statements.

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ASHWORTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2003

NOTE 1 - Basis of Presentation.



| |  | In the opinion of management, the accompanying condensed consolidated
balance sheets and related interim condensed consolidated statements
of operations and cash flows include all adjustments (consisting only
of normal recurring items) necessary for their fair presentation. The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses, and the
disclosure of contingent assets and liabilities. Actual results could
differ from those estimates. Interim results are not necessarily
indicative of results to be expected for the full year.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Certain information in footnote disclosures normally included in
financial statements has been condensed or omitted in accordance with
the rules and regulations of the Securities and Exchange Commission
(SEC). The information included in this Form 10-Q should be read in
conjunction with Managements Discussion and Analysis of Financial
Condition and Results of Operations, and consolidated financial
statements and notes thereto included in the annual report on Form
10-K for the year ended October 31, 2002, filed with the SEC on
January 30, 2003.                                                                                                                                                                                           
|
| |  | Certain reclassifications have been made to the prior years condensed
consolidated financial statements to conform to classifications used
in the current year. These reclassifications had no impact on
previously reported results.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | Shipping and Handling Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | The shipping expenses, which consist primarily of payments made to
freight companies, are reported in SG&A expenses. Shipping expenses
for the quarters ended January 31, 2003 and 2002 were $312,000 and
$294,000 respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

NOTE 2 - Inventories.



| |  | Inventories consisted of the following at January 31, 2003 and October
31, 2002:
| |  | --------------------------------------------------------------------------------

|                       |  |             |            |             |  |   |            | 
|---------------------- |  | ----------- | ---------- | ----------- |  | - | ---------- | 
|                       |  | January 31, |            | October 31,
|                       |  | 2003        |            | 2002       
|                       |  |             |            |            
|Raw materials          |  | $           | 25,000     |             |  | $ | 121,000    | 
|Work in process        |  |             | 123,000    |             |  |   | 356,000    | 
|Finished goods         |  |             | 52,582,000 |             |  |   | 40,711,000 | 
|                       |  |             |            |             |  |   |            | 
|Total inventories, net |  | $           | 52,730,000 |             |  | $ | 41,188,000 | 
|                       |  |             |            |             |  |   |            | 

NOTE 3 - Net Income Per Share Information.



| |  | Basic net income per share has been computed based upon the weighted
average number of
| |  | --------------------------------------------------------------------------------------

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| |  | common shares outstanding during the period. Diluted net income per share has been computed based upon
the weighted average number of common shares outstanding plus the
dilutive effects of common shares potentially issuable from the
exercise of common stock options. Common stock options are excluded
from the computation of net income per share if their effect is
anti-dilutive. The following table sets forth the computation of
basic and diluted net income per share based upon the requirements of
SFAS No. 128:
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                                                          |               |   |                                |         |      |    |            |   | 
|------------------------------------------------------------------------------------------------------------------------- | ------------- | - | ------------------------------ | ------- | ---- | -- | ---------- | - | 
|                                                                                                                          |               |   | Three months ended January 31,
|                                                                                                                          |               |   | 2003                           |         | 2002
|                                                                                                                          |               |   |                                |         |     
|Numerator:                                                                                                                |               |   |                                |         |      |    |            |  
|Net income (loss)numerator for basic and diluted income (loss) per share 
income (loss) available to common stockholders |               | $ | 106,000                        |         |      | ($ | 966,000    | )
|                                                                                                                          |               |   |                                |         |      |    |            |  
|Denominator:                                                                                                              |               |   |                                |         |      |    |            |  
|Denominator
for basic income (loss) per share 
weighted average shares                                                   |               |   | 12,952,000                     |         |      |    | 13,161,000 |  
|Effect of dilutive securities:                                                                                            |               |   |                                |         |      |    |            |  
|                                                                                                                          | stock options |   |                                | 128,000 |      |    |            |  | 
|                                                                                                                          |               |   |                                |         |      |    |            |  
|Denominator for diluted income (loss) per share 
adjusted weighted average shares and assumed conversions                |               |   | 13,080,000                     |         |      |    | 13,161,000 |  
|                                                                                                                          |               |   |                                |         |      |    |            |  
|Basic net income (loss) per share                                                                                         |               | $ | 0.01                           |         |      | ($ | 0.07       | )
|Diluted net income (loss) per share                                                                                       |               | $ | 0.01                           |         |      | ($ | 0.07       | )



| |  | For the quarters ended January 31, 2003 and 2002, the diluted weighted
average shares outstanding computation excludes 1,827,000 and
1,401,000 options, respectively, whose impact would have an
anti-dilutive effect.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 4  Comprehensive Income.



| |  | The Company includes the cumulative foreign currency translation
adjustment as a component of the comprehensive income in addition to
net income for the period. For the quarters ended January 31, 2003
and 2002, total comprehensive income (loss) was $812,000 and
($1,272,000), respectively.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 5  Legal Proceedings.



| |  | On January 22, 1999, Milberg Weiss Bershad Hynes & Lerach LLP filed a
class action in the United States District Court for the Southern
District of California (U.S. District Court) on behalf of purchasers
of the Companys common stock during the period between September 4,
1997 and July 15, 1998. The action was subsequently consolidated with
two similar suits and plaintiffs filed their Amended and Consolidated
Complaint on December 17, 1999. Upon the Companys motion, the U.S.
District Court dismissed the Complaint with leave to amend on July 18,
2000. On September 18, 2000, plaintiffs served their Second
Consolidated Amended Complaint (Second Amended Complaint). On
November 6, 2000, the Company filed its
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | motion to dismiss the Second Amended Complaint, which the U.S. District Court granted, in part, and
denied, in part. The remaining portions of the Second Amended
Complaint allege that, among other things, during the class period and
in violation of the Securities Exchange Act of 1934, the Companys
financial statements, as reported, did not conform to generally accepted accounting principles
with respect to revenues and inventory levels. It further alleges
that certain Company executives made false or misleading statements or
omissions concerning product demand and that two former executives
engaged in insider trading. The plaintiffs seek unspecified damages.
The parties are currently in the discovery process.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Company is party to other claims and litigation proceedings
arising in the normal course of business. Although the legal
responsibility and financial impact with respect to such other claims
and litigation cannot currently be ascertained, the Company does not
believe that these other matters will result in payment by the Company
of monetary damages, net of any applicable insurance proceeds, that,
in the aggregate, would be material in relation to the consolidated
financial position or results of operations of the Company.                                                                                                                                                                                            

NOTE 6  Segment Information.



| |  | The Company defines its operating segments as components of an
enterprise for which separate financial information is available and
regularly reviewed by the Companys senior management. The Company
has the following two reportable segments: domestic and international.
Management evaluates segment performance based primarily on revenues
and income from operations. Interest income and expense is evaluated
on a consolidated basis and is not allocated to the Companys business
segments. Segment information is summarized (for the dates or periods
presented) below:
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                               |               |       |   |                                |             |             |    |            |             |  
|------------------------------ | ------------- | ----- | - | ------------------------------ | ----------- | ----------- | -- | ---------- | ----------- | -
|                               |               |       |   | Three months ended January 31,
|                               |               |       |   | 2003                           |             | 2002       
|                               |               |       |   |                                |             |            
|Net Revenues:                  |               |       |   |                                |             |             |    |           
|                               | Domestic      |       | $ | 23,537,000                     |             |             | $  | 17,870,000 |            
|                               | International |       |   | 3,026,000                      |             |             |    | 2,234,000  |            
|                               |               |       |   |                                |             |             |    |           
|                               |               | Total |   | $                              | 26,563,000  |             |    | $          | 20,104,000  |  
|                               |               |       |   |                                |             |             |    |           
|Income (Loss) From Operations: |               |       |   |                                |             |             |    |           
|                               | Domestic      |       | $ | 252,000                        |             |             | ($ | 964,000    | )          
|                               | International |       |   | 33,000                         |             |             |    | (515,000   | )          
|                               |               |       |   |                                |             |             |    |           
|                               |               | Total |   | $                              | 285,000     |             |    | ($         | 1,479,000   | )
|                               |               |       |   |                                |             |             |    |           
|                              
|                               |               |       |   | January 31,                    |             | October 31,
|                               |               |       |   | 2003                           |             | 2002       
|                               |               |       |   |                                |             |            
|Total Assets:                  |               |       |   |                                |             |             |    |           
|                               | Domestic      |       | $ | 93,242,000                     |             |             | $  | 86,198,000 |            
|                               | International |       |   | 16,802,000                     |             |             |    | 16,777,000 |            
|                               |               |       |   |                                |             |             |    |           
|                               |               | Total |   | $                              | 110,044,000 |             |    | $          | 102,975,000 |  
|                               |               |       |   |                                |             |             |    |           

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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

General

The Company operates in an industry that is highly competitive and must
accurately anticipate fashion trends and consumer demand for its products.
There are many factors that could cause actual results to differ materially
from the projected results contained in certain forward-looking statements in
this report. For additional information, see Cautionary Statements and Risk
Factors, below.

Because the Companys business is seasonal, the current balance sheet
balances at January 31, 2003 may more meaningfully be compared to the balances
at January 31, 2002, rather than to the balances at October 31, 2002.

Critical Accounting Policies

In response to the SECs Release Numbers 33-8040, Cautionary Advice
Regarding Disclosure About Critical Accounting Policies and 33-8056,
Commission Statement About Managements Discussion and Analysis of Financial
Condition and Results of Operations, the Company has identified the following
critical accounting policies that affect its more significant judgments and
estimates used in the preparation of its consolidated financial statements.

Revenue Recognition.Based on its terms of F.O.B. shipping point, where
risk of loss and title transfer to the buyer at time of shipment, the Company
recognizes revenue at the time products are shipped or, for Company stores, at
the point of sale. The Company records sales in accordance with SEC Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements.
Under these guidelines, revenue is recognized when all of the following exist:
persuasive evidence of a sale arrangement exists, delivery of the product has
occurred, the price is fixed or determinable and payment is reasonably assured.
Provisions are made currently for estimated product returns and sales
allowances.

Sales Returns and Other Allowances.Management must make estimates of
potential future product returns related to current period product revenues.
Management analyzes historical returns, current economic trends, changes in
customer demand and sell-through of our products when evaluating the adequacy
of the sales returns and other allowances. Significant management judgments
and estimates must be made and used in connection with establishing the sales
returns and other allowances in any accounting period. Material differences
may result in the amount and timing of our revenues for any period if
management makes different judgments or utilizes different estimates. The
reserves for sales returns and other allowances amounted to $466,000 at January
31, 2003 compared to $535,000 at October 31, 2002 and $420,000 at January 31,
2002.

Allowance for Doubtful Accounts.Management must also make estimates of
the uncollectability of accounts receivable. The Company maintains an
allowance for doubtful accounts for estimated losses resulting from the
inability of its customers to make required payments, which results in bad debt
expense. Management determines the adequacy of this allowance by analyzing
historical bad debts, continually evaluating individual customer receivables
considering the customers financial condition and current economic conditions.
As of January 31, 2003, the Company had reserved $2.5 million for the unpaid
principal balance of an unsecured promissory note and approximately $2.0
million of receivables due from a national retail customer which has filed for
protection under U.S. bankruptcy laws, as well as $1.4 million for other
estimated uncollectible receivables based on Management analysis. If the
financial condition of other

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significant customers of ours were to deteriorate,
resulting in the impairment of their ability to make payments, material
additional allowances for doubtful accounts may be required. In October 2002,
the Company acquired credit insurance to cover many of its major accounts. Our trade accounts receivable balance was $28.3
million, net of allowances for doubtful accounts of $3.4 million, at January
31, 2003, as compared to the balance of $33.6 million, net of allowances for
doubtful accounts of $3.2 million, at October 31, 2002. At January 31, 2002,
the trade accounts receivable balance was $27.8 million, net of allowances for
doubtful accounts of $1.4 million.

Inventory.The Company writes down its inventory for estimated
obsolescence or unmarketable inventory equal to the difference between the cost
of inventory and the estimated net realizable value based on assumptions about
age of the inventory, future demand and market conditions. This process
provides for a new basis for the inventory until it is sold. If actual market
conditions are less favorable than those projected by management, additional
inventory write-downs may be required. Our inventory balance was $52.7
million, net of inventory write-downs of $1.1 million, at January 31, 2003, as
compared to an inventory balance of $41.2 million, net of inventory write-downs
of $1.0 million, at October 31, 2002. At January 31, 2002, the inventory
balance was $36.5 million, net of inventory write-downs of $0.9 million.

Asset Purchase Credits.In November 2000, the Company entered into an
agreement with a third party whereby inventory was exchanged for future asset
purchase credits (APCs), which may be utilized by
the Company to purchase future goods and services over a four-year period. The
original value of the inventory exchanged (at cost) was $1.4 million resulting
in $1.4 million in future APCs. The Company has entered into contracts with
several third party suppliers who have agreed to accept these APCs, in part, as
payment for goods and services. From time to time the Company may enter into
additional contracts with such third party suppliers to use the APCs. At
January 31, 2003, the Company had $820,000 of the APCs remaining and management
expects to fully utilize them over their remaining life.

At January 31, 2003 and 2002, the Company did not have any relationships
with unconsolidated entities or financial partnerships, such as entities often
referred to as structured finance or special purpose entities, which would have
been established for the purpose of facilitating off-balance sheet arrangements
or other contractually narrow or limited purposes. In addition, the Company
does not engage in trading activities involving non-exchange traded contracts
which rely on estimation techniques to calculate fair value. As such, the
Company is not exposed to any financing, liquidity, market or credit risk that
could arise if the Company had engaged in such relationships.

Results of Operations

First quarter 2003 compared to first quarter 2002

Consolidated net revenues for the first quarter of fiscal 2003 increased
32.1% to $26,563,000 from $20,104,000 for the same period in 2002 primarily due
to the addition of the Callaway Golf apparel product line. Ashworth entered
into an exclusive licensing agreement with Callaway Golf Company in May 2001
and began shipping the Callaway Golf apparel line in April 2002. Callaway Golf
is a trademark of the Callaway Golf Company. Ashworth, Inc. is an Official
Apparel Licensee of Callaway Golf Company. Net revenues for the domestic
segment increased 31.7% to $23,537,000 for the current quarter from $17,870,000
in the first quarter of 2002, primarily due to increased revenues from the
Companys golf related distribution channel which increased $3,422,000 or
28.5%, the corporate distribution channel which increased $1,316,000 or 42.0%
and the retail distribution channel which increased $864,000 or 79.8%, each as
compared to the same quarter in the prior fiscal year. Net revenues for the
international segment increased 35.5% to $3,026,000 for the current quarter
from $2,234,000 for the same period of the prior fiscal year. The increase

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was primarily due to higher revenues in the Companys U.K. subsidiary and Canadian
divisions as well as a slight increase in other international territories.

Consolidated gross margin for the quarter increased 110 basis points to
37.5% as compared to 36.4% for the same quarter a year earlier. This improvement was primarily due to
improved product sourcing as well as to the positive leverage received from the
higher revenues.

Consolidated selling, general and administrative (SG&A) expenses
increased 10.2% to $9,682,000 for the first quarter of fiscal 2003 from
$8,790,000 for the same period in fiscal 2002 primarily due to sales related
expenses increasing as a result of higher revenues. As a percent of net
revenues, SG&A decreased to 36.5% in the current quarter as compared to 43.7%
for the same quarter of the prior fiscal year. The decrease in SG&A as a
percent of net revenues is a direct result of fixed expenses being spread over
the higher net revenues base, as well as cost controls implemented last year.

Total other expense decreased to $109,000 for the first quarter of fiscal
2003 from $131,000 in the first quarter of fiscal 2002, primarily due to higher
currency transaction gains in the current quarter as compared to the same
quarter of the prior fiscal year at the Companys U.K. subsidiary and Canadian
divisions, offset by higher interest expense resulting from higher average
borrowings under the Companys line of credit of $16,045,000 during the first
quarter of fiscal 2002 as compared to $9,710,000 during the same quarter of
fiscal 2002.

The effective income tax rate for the first quarter of fiscal 2003
remained at 40.0% of pre-tax income.

Liquidity and Capital Resources

The Companys primary sources of liquidity for fiscal 2003 are expected to
be its cash flows from operations, the working capital line of credit with its
bank and other financial alternatives such as leasing. The Company requires
cash for capital expenditures and other requirements associated with the
expansion of its domestic and international production, distribution and sales,
as well as for general working capital purposes. In May 2002, the Company
extended its business loan agreement with its bank through March 1, 2003. The
loan agreement provides a revolving line of credit of $25,000,000 with a
seasonal increase in the line of credit to $35,000,000 through January 1, 2003
and again for the period of February 1, 2003 through March 1, 2003. On
November 26, 2002 the Company negotiated an amendment to the loan agreement
that accelerated the increase in line of credit limit to $35,000,000, effective
November 26, 2002 and on February 4, 2003 the Company negotiated an amendment
to extend its business loan agreement through May 1, 2003. The Company is
currently in the process of negotiating a new business loan agreement and
expects the agreement to be finalized in April 2003.

Interest under the existing loan agreement is currently charged at the
banks reference (prime) rate, minus one-half of one percentage point. At
January 31, 2003, the prime rate was 4.25%. The loan agreement also provides
for optional interest rates based on inter-bank offered rates (IBOR) for
periods of at least 30 days in increments of $500,000. The loan agreement is
unsecured but contains various restrictive covenants requiring, among other
matters, the maintenance of certain financial ratios. Management believes the
Company was in compliance with, or has obtained a waiver for, all such
covenants as of January 31, 2003. The loan agreement permitted the Company to
acquire, for value, shares of Ashworth stock in an aggregate amount not to
exceed $10,200,000 during the term of the agreement. However, as part of the
November 26, 2002 amendment, the Company agreed to stop further acquisition of
Ashworth stock. As of November 26, 2002, the Company had acquired 739,450
shares of Ashworth stock on the open market for $3,884,272 at an average price
of $5.25 per share under the original agreement. The line of credit may also

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be used to finance commercial letters of credit and standby letters of credit.
Commercial letters of credit outstanding under this loan agreement totaled
$9,635,000 at January 31, 2003 and $11,227,000 at October 31, 2002. The
Company had $17,320,000 outstanding against the line of credit at January 31,
2003, compared to $11,125,000 outstanding at October 31, 2002. The increases
in outstanding letters of credit and borrowings are primarily due to the
seasonality of the Companys business and the addition of the Callaway Golf
apparel product line. At January 31, 2003, $8,045,000 was available for
borrowings under this loan agreement.

Net trade receivables were $28,268,000 at January 31, 2003, a decrease of
$5,304,000 from the balance at October 31, 2002. Because the Companys
business is seasonal, the net receivables balance may more meaningfully be
compared to the balance of $27,769,000 at January 31, 2002, rather than the
year-end balance. The comparison to the first quarter of fiscal 2002 shows an
increase of 1.8% in net trade receivables. Excluding the additional bad debt
reserve booked during the quarter ended July 31, 2002, the receivable balance
at January 31, 2003 increased 14.4% from the prior year and is below the
increase in net revenues for the quarter.

Net inventories increased 28.0% to $52,730,000 at January 31, 2003 from
$41,188,000 at October 31, 2002. Compared to net inventories of $36,512,000 at
January 31, 2002, net inventories at January 31, 2003 increased 44.4%,
primarily due to the addition of the Callaway Golf apparel brand. The January
31, 2003 Ashworth brand inventory increased approximately 12.1% over the prior
year. The Callaway Golf apparel brand inventory is approximately $11,872,000
in the current year as compared to $71,000 in the prior year. The Company
believes that its current inventory mix and amounts are appropriate to respond
to market demand.

During the first three months of fiscal 2003, the Company incurred capital
expenditures of $764,000 primarily for upgrades of computer systems and
equipment as well as warehouse automation. The Company anticipates spending
approximately $3,436,000 during the remainder of fiscal 2003, primarily on
upgrades of computer systems and equipment, distribution center automation and
outlet stores renovations. Management currently intends to finance the
purchase of the Companys capital equipment from cash on hand and leases or
equipment financing arrangements as deemed appropriate.

The Company is party to an exclusive licensing agreement with Callaway
Golf Company which requires certain minimum royalty payments beginning in
January 2003. The Company believes that revenues from the Callaway Golf
apparel product line will be sufficient to cover such minimum royalty payments.

Common stock and capital in excess of par value increased by $48,000 in
the three months ended January 31, 2003, due to the issuance of shares on
exercise of options.

Based upon current levels of operations, the Company expects that
sufficient cash flow will be generated from operations so that, combined with
other financing alternatives available, including cash on hand, borrowings
under its bank credit facilities and leasing alternatives, the Company will be
able to meet all of its debt service, capital expenditure and working capital
requirements for at least the next 12 months.

Derivatives

Although the Company and its subsidiaries did not do so during the first
three months of fiscal 2003, from time to time the Company enters into
short-term foreign exchange contracts with its bank to hedge against the impact
of currency fluctuations between the U.S. dollar and the British pound and the
U.S. dollar and the Canadian dollar. The contracts provide that, on specified
dates, the Company would sell the bank a specified number of British pounds or
Canadian dollars in exchange for a specified number of U.S. dollars.

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Additionally, from time to time the Companys U.K. subsidiary enters into
similar contracts with its bank to hedge against currency fluctuations between
the British pound and other European currencies. Realized gains and losses on
these contracts are recognized in the same period as the hedged transactions.
These contracts have maturity dates that do not normally exceed 12 months. At
January 31, 2003, neither the Company nor any of its subsidiaries was a party
to any outstanding foreign exchange contracts.

New Accounting Standards

In June 2001, the Financial Accounting Standards Board (the FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement
Obligations, which addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. The standard applies to legal obligations associated
with the retirement of long-lived assets that result from the acquisition,
construction, development and/or normal use of the asset. The Company adopted
the provisions of SFAS No. 143 for the quarter ending January 31, 2003. The
adoption of SFAS No. 143 has not had a material impact on the Companys
financial position and results of operations.

In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which supersedes both SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Ofand the accounting and reporting provisions of
Accounting Principles Board (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, for
the disposal of a segment of a business (as previously defined in that
Opinion). SFAS No. 144 retains the fundamental provisions in SFAS No. 121 for
recognizing and measuring impairment losses on long-lived assets held for use
and long-lived assets to be disposed of by sale, while also resolving
significant implementation issues associated with SFAS No. 121. The Company
adopted the provisions of SFAS No. 144 for the quarter ending January 31, 2003.
The adoption of SFAS No. 144 has not had a material impact on the Companys
financial position and results of operations.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB SFASs No.
4, 44, and 64, Amendment of FASB SFAS No. 13, and Technical Corrections. SFAS
No. 145 updates, clarifies and simplifies existing accounting pronouncements
including: rescinding SFAS No. 4, which required all gains and losses from
extinguishments of debt to be aggregated and, if material, classified as an
extraordinary item, net of related income tax effect and amending SFAS No. 13
to require that certain lease modifications that have economic effects similar
to sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. Upon adoption of SFAS No. 145, companies will be
required to apply the criteria in APB Opinion No. 30, reclassifying prior
period items that do not meet the extraordinary item classification criteria in
such Opinion. The Company adopted the provisions of SFAS No. 145 for the
quarter ending January 31, 2003. The adoption of SFAS No. 145 has not had a
material impact on the Companys financial position and results of operations.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, which addresses financial
accounting and reporting for costs associated with exit or disposal activities.
SFAS No. 146 nullifies EITF Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring). The principal difference between
SFAS No. 146 and EITF Issue No. 94-3 relates to the recognition of a liability
for a cost associated with an exit or disposal activity. SFAS No. 146 requires
that a liability be recognized for those costs only when the liability is
incurred, that is, when it meets the definition of a liability in the FASBs
conceptual framework. In contrast, under EITF Issue No. 94-3, a company

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recognized a liability for an exit cost when it committed to an exit plan.
SFAS No. 146 also establishes fair value as the objective for initial
measurement of liabilities related to exit or disposal activities. SFAS No.
146 is effective for exit or disposal activities that are initiated after
December 31, 2002. The Company adopted the provisions of SFAS No. 146 for the
quarter ending January 31, 2003. The adoption of SFAS No. 146 has not had a
material impact on the Companys financial position and results of operations.

In November 2002, the FASB published Interpretation (FIN) No. 45,
Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. FIN No. 45 elaborates on the
existing disclosure requirements for most guarantees, including loan guarantees
such as standby letters of credit. FIN No. 45 also clarifies that at the time
a company issues a guarantee, the company must recognize an initial liability
for the fair value, or market value, of the obligations it assumes under that
guarantee and must disclose that information in its interim and annual
financial statements. The initial recognition and initial measurement provisions apply on a prospective basis to guarantees issued
or modified after December 31, 2002, regardless of the guarantors fiscal
year-end. The disclosure requirements in FIN No. 45 are effective for
financial statements with respect to interim or annual periods ending after
December 15, 2002. The Company adopted the provisions of FIN No. 45 for the
quarter ended January 31, 2003. The adoption of FIN No. 45 has not had a
material impact on the Companys financial position and results of operations.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure.SFAS No. 148 amends SFAS No. 123,
Accounting for Stock-Based Compensation,to provide alternative methods of
transition to the fair value method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure provisions of
SFAS No. 123 to require disclosure in the summary of significant accounting
policies of the effects of an entitys accounting policy with respect to
stock-based employee compensation on the reported net income and earnings per
share in annual and interim financial statements. SFAS No. 148 is effective
for fiscal year beginning after December 31, 2002. If the Company does not
adopt SFAS No. 123 and expense the stock-based employee compensation, the
Company will be required to adopt the disclosure provisions of SFAS No. 148 for
the quarter ending April 30, 2003. The Company does not expect the adoption of
this statement to have a material impact on its financial position and results
of operations.

On January 17, 2003, the FASB issued FIN No. 46, Consolidation of Variable
Interest Entities.FIN No. 46 addresses consolidation of entities that are not
controllable through voting interests or in which the equity investors do not
bear the residual economic risks and rewards. These entities have been
commonly referred to as special purpose entities. FIN No. 46 provides guidance
related to identifying variable interest entities and determining whether such
entities should be consolidated. It also provides guidance related to the
initial and subsequent measurement of assets, liabilities and noncontrolling
interests in newly consolidated variable interest entities and requires
disclosures for both the primary beneficiary of a variable interest entity and
other beneficiaries of the entity. For variable interests entities created, or
interests in variable interest entities obtained, subsequent to January 31,
2003, the Company is required to apply the consolidation provisions of FIN No.
46 immediately. For variable interest entities created, or interests in
variable interest entities obtained, on or before January 31, 2003, the
consolidation provisions of FIN No. 46 are first required to be applied in the
Companys financial statements as of July 31, 2003. To date, the Company has
not created any variable interest entities nor obtained an interest in any
variable interest entities for which the Company would be required to apply the
consolidation provisions of FIN No. 46.

Cautionary Statements and Risk Factors

This report contains certain forward-looking statements, including without
limitation those regarding

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the Companys plans and expectations for revenue growth, product lines, strategic alliances, designs and seasonal collections,
marketing programs, foreign sourcing, cost controls, inventory levels and
availability of working capital. These forward-looking statements may contain
the words believe, anticipate, expect, estimate, project, will
be, will continue, will likely result or other similar words and phrases.
Readers are cautioned not to place undue reliance on these forward-looking
statements. The Company undertakes no obligation to update any such statements
or publicly announce any updates or revisions to any of the forward-looking
statements contained herein. Forward-looking statements and the Companys
plans and expectations are subject to a number of risks and uncertainties that
could cause actual results to differ materially from those anticipated, and the
Companys business in general is subject to certain risks that could affect the
value of the Companys common stock. These risks include, but are not limited
to, the following:



| |  |  | Demand for the Companys products may decrease significantly if the
economy weakens or the popularity of golf decreases or unusual weather
conditions cause a reduction in rounds played.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Like other apparel manufacturers, the Company must correctly anticipate
and help direct fashion trends within its industry. The Companys
results of operations could suffer if the Company fails to develop
fashions or styles that are well received in any season.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  |  | The Company is party to a multi-year licensing agreement to design,
source and sell Callaway Golf apparel primarily in the United States,
Europe, Canada and Australia. The Company must correctly anticipate the
fashion trends and demand for these product lines. The Companys results
of operations could suffer if it fails to develop fashions or styles for
the Callaway Golf apparel product line that are well received in any
season.                                                                                                                                                                                                                                                                                                   
|
| |  |  | The market for golf apparel and sportswear is extremely competitive.
While the Company is currently a leader in the core green grass market,
it has several strong competitors that are better capitalized. Outside
the green grass market, the Companys market share is not as significant.
Price competition or industry consolidation could weaken the Companys
competitive position.                                                                                                                                                                                                                                                                                                                                                         
|
| |  |  | The Company relies on domestic and foreign contractors to manufacture
various products. If these contractors deliver goods late or fail to
meet the Companys quality standards, the Company could lose sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  |  | An increase in terrorist activities, as well as the threat of conflict,
including armed conflict with Iraq, would likely adversely affect the
level of demand for the Companys products as customers and consumers
attention and interest are diverted from golf and fashion and become
focused on these events and the economic, political, and public safety
issues and concerns associated with them. Also, such events could
adversely affect the Companys ability to manage its supply and delivery
of product from domestic and foreign contractors. If such events caused
a significant disruption in domestic or international shipments, the
Companys ability to fulfill customer orders also would be materially
adversely affected.
|
| |  |  | The Company has entered into an agreement to purchase land and a new
distribution center in Oceanside, California to replace and expand
existing owned and leased distribution facilities. The Companys results
of operations could be adversely affected if the distribution center is
not operational as anticipated by early 2004. Any such delay may
cause the Company to incur additional expense, experience delays in
customer shipments or require the Company to lease additional
distribution space or extend the term of existing leases. In addition,
whether or not the                                                                                                                                                              

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| |   |  | facilities are operational at the time anticipated,
the Companys results of operations could be negatively impacted if
future sales volume growth does not reach expected levels and the
facilitys additional distribution capacity is not fully utilized, or if
the Company does not achieve projected cost savings from the new
distribution facility as soon as, or in the amounts, anticipated.                                                                                                                                                                                                                                              
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | If economic conditions do not improve, the ability of the Companys
customers to pay current obligations may be adversely impacted and the
Company may experience an increase in delinquent and uncollectable
accounts.                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  |  | Fluctuations in foreign currency exchange rates could affect the
Companys ability to sell its products in foreign markets and the value
in U.S. dollars of revenues received in foreign currencies. The
Companys revenues from its International segment may also be adversely
affected by taxation and laws or policies of the foreign countries in
which the Company has operations, as well as laws and policies of the
United States affecting foreign trade, investment and taxation.                                                                                                                                                       
|
| |  |  | The Company maintains high levels of inventory to support its
AuthenticsTM program. Additional products, greater sales volume, and customer trends toward increased
at-once ordering may require increased inventory. Disposal of excess
prior season inventory is an ongoing part of the Companys business, and
write-downs of inventories may materially impair the Companys financial
performance in any period. Particular inventories may be subject to
multiple write-downs if the Companys initial reserve estimates for
inventory obsolescence or lack of throughput prove to be too low. These
risks increase as inventory increases.




Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

The Companys long-term debt consists of notes payable which had a total
balance of $3,268,000 at January 31, 2003. The debt bears interest at fixed
rates ranging from 5.9% to 11.0%, which approximates fair value based on
current rates offered for debt with similar risks and maturities. The Company
also had $17,320,000 outstanding at January 31, 2003 on its revolving line of
credit with interest charged at the banks reference (prime) rate minus
one-half of one percentage point. The loan agreement also provides for
optional interest rates based on IBOR for periods of at least 30 days in
increments of $500,000. A hypothetical 10% increase in interest rates during
the three months ended January 31, 2003 would have resulted in a $7,000
decrease in net income.

Foreign Currency Exchange Rate Risk

The Companys ability to sell its products in foreign markets and the U.S.
dollar value of the sales made in foreign currencies can be significantly
influenced by foreign currency fluctuations. A decrease in the value of
foreign currencies relative to the U.S. dollar could result in downward price
pressure for the Companys products or losses from currency exchange rates.
Although the Company and its subsidiaries did not do so during the first three
months of fiscal 2003, from time to time the Company enters into short-term
foreign exchange contracts with its bank to hedge against the impact of
currency fluctuations between the U.S. dollar and the British pound and the
U.S. dollar and the Canadian dollar. The contracts provide that, on specified
dates, the Company would sell the bank a specified number of British pounds or
Canadian dollars in exchange for a specified number of U.S. dollars.
Additionally, from time to time the Companys U.K. subsidiary enters into
similar contracts with its bank to hedge against currency fluctuations between
the

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British pound and other European currencies. Realized gains and losses on
these contracts are recognized in the same period as the hedged transaction.
These contracts have maturity dates that do not normally exceed 12 months. The
Company will continue to assess the benefits and risks of strategies to manage
the risks presented by currency exchange rate fluctuations. There is no
assurance that any strategy will be successful in avoiding losses due to
exchange rate fluctuations, or that the failure to manage currency risks
effectively would not have a material adverse effect on the Companys results
of operations. At January 31, 2003, neither the Company nor any of its
subsidiaries had any outstanding foreign exchange contracts.




Item 4. CONTROLS AND PROCEDURES.

The Company, under the supervision of management, including the Companys
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) evaluated
the effectiveness of the design and operation of the Companys disclosure
controls and procedures as of a date within 90 days prior to filing of this
report on Form 10-Q. Based on this evaluation, the CEO and the CFO concluded
that the Companys disclosure controls and procedures are effective and provide
reasonable assurance that information required to be disclosed by the Company
in the reports it files under the Securities Exchange Act of 1934, as amended,
is recorded, processed, summarized and reported within required time periods.
Subsequent to the date of the evaluation, there have not been any significant changes in the Companys internal controls or in other
factors that could significantly affect the Companys internal controls.




PART II.

OTHER INFORMATION




Item 1. LEGAL PROCEEDINGS

On January 22, 1999, Milberg Weiss Bershad Hynes & Lerach LLP filed a
class action in the United States District Court for the Southern District of
California (U.S. District Court) on behalf of purchasers of the Companys
common stock during the period between September 4, 1997 and July 15, 1998.
The action was subsequently consolidated with two similar suits and plaintiffs
filed their Amended and Consolidated Complaint on December 17, 1999. Upon the
Companys motion, the U.S. District Court dismissed the Complaint with leave to
amend on July 18, 2000. On September 18, 2000, plaintiffs served their Second
Consolidated Amended Complaint (Second Amended Complaint). On November 6,
2000, the Company filed its motion to dismiss the Second Amended Complaint,
which the U.S. District Court granted, in part, and denied, in part. The
remaining portions of the Second Amended Complaint allege that, among other
things, during the class period and in violation of the Securities Exchange Act
of 1934, the Companys financial statements, as reported, did not conform to
generally accepted accounting principles with respect to revenues and inventory
levels. It further alleges that certain Company executives made false or
misleading statements or omissions concerning product demand and that two
former executives engaged in insider trading. The plaintiffs seek unspecified
damages. The parties are currently in the discovery process.

The Company is party to other claims and litigation proceedings arising in
the normal course of business. Although the legal responsibility and financial
impact with respect to such other claims and litigation cannot currently be
ascertained, the Company does not believe that these other matters will result
in payment by the Company of monetary damages, net of any applicable insurance
proceeds, that, in the aggregate, would be material in relation to the
consolidated financial position or results of operations of the Company.




Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS  NONE

15



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##### Table of Contents






Item 3. DEFAULTS UPON SENIOR SECURITIES  NONE




Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  NONE




Item 5. OTHER INFORMATION  NONE




Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(a)    |  | Certificate of Incorporation as filed March 19, 1987 with the Secretary
of State of Delaware, Amendment to Certificate of Incorporation as filed
August 3, 1987 and Amendment to Certificate of Incorporation as filed
April 26, 1991 (filed as Exhibit 3(a) to the Companys Registration
Statement dated February 21, 1992 (File No. 33-45078) and incorporated
herein by reference) and Amendment to Certificate of Incorporation as
filed April 6, 1995 (filed as Exhibit 3(a) to the Companys Form 10-K for
the fiscal year ended October 31, 1994 (File No. 0-18553) and incorporated
herein by reference).
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3(b)    |  | Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the
Companys Current Report on Form 8-K on February 23, 2000 (File No.
0-18553) and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4(a)    |  | Specimen certificate for Common Stock, par value $.001 per share, of the
Company (filed as Exhibit 4(a) to the Companys Registration Statement
dated November 4, 1987 (File No. 33-16714-D) and incorporated herein by
reference).                                                                                                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4(b)(1) |  | Specimen certificate for Options granted under the Amended and Restated
Nonqualified Stock Option Plan dated March 12, 1992 (filed as Exhibit 4(b)
to the Companys Form 10-K for the fiscal year ended October 31, 1993
(File No. 0-18553) and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4(b)(2) |  | Specimen certificate for Options granted under the Founders Stock
Option Plan dated November 6, 1992 (filed as Exhibit 4(b)(2) to the
Companys Form 10-K for the fiscal year ended October 31, 1993 (File No.
0-18553) and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4(c)    |  | Specimen certificate for Options granted under the Incentive Stock Option
Plan dated June 15, 1993 (filed as Exhibit 4(c) to the Companys Form 10-K
for the fiscal year ended October 31, 1993 (File No. 0-18553) and
incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4(d)    |  | Rights Agreement dated as of October 6, 1998 and amended on February 22,
2000 by and between Ashworth, Inc. and American Securities Transfer
&
Trust, Inc. (filed as Exhibit 4.1 to the Companys Form 8-K filed on March
14, 2000 (File No. 0-18553) and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10(a)*  |  | Personal Services Agreement and Acknowledgement of Termination of
Executive Employment effective December 31, 1998 by and between Ashworth,
Inc. and Gerald W. Montiel (filed as Exhibit 10(b) to the Companys Form
10-K for the fiscal year ended October 31, 1998 (File No. 0-18553) and
incorporated herein by reference).                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10(b)*  |  | Amendment to Personal Services Agreement effective January 1, 1999 by
and between Ashworth, Inc. and Gerald W. Montiel (filed as Exhibit 10(c)
to the Companys Form 10-K for the fiscal year ended October 31, 1998
(File No. 0-18553) and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10(c)*  |  | First Amended and Restated Executive Employment Agreement effective
February 22, 1999 by and between Ashworth, Inc. and Randall L. Herrel, Sr.
(filed as Exhibit 10(a) to the Companys                                                                                                                                                                                                                                                                                                                                                                                                                           

16



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|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |  | Form 10-Q for the quarter ended
April 30, 1999 (File No. 0-18553) and incorporated herein by reference).                                                                                                                                                                                                                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|10(d)*   |  | Employment Agreement effective December 15, 2000 by and between
Ashworth, Inc. and Terence W. Tsang (filed as Exhibit 10(f) to the
Companys Form 10-Q for the quarter ended January 31, 2001 (File No.
0-18553) and incorporated herein by reference).                                                                                                                                                
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|10(e)*   |  | Founders Stock Option Plan dated November 6, 1992 (filed as Exhibit
10(g) to the Companys Form 10-K for the fiscal year ended October 31,
1993 (File No. 0-18553) and incorporated herein by reference).                                                                                                                                                                                              
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|10(f)*   |  | Amended and Restated Nonqualified Stock Option Plan dated November 1,
1996 (filed as Exhibit 10(i) to the Companys Form 10-K for the fiscal
year ended October 31, 2000 (File No. 0-18553) and incorporated herein by
reference).                                                                                                                                                                     
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|10(g)*   |  | Amended and Restated Incentive Stock Option Plan dated November 1, 1996
(filed as Exhibit 10(j) to the Companys Form 10-K for the fiscal year
ended October 31, 2000 (File No. 0-18553) and incorporated herein by
reference).                                                                                                                                                                        
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|10(h)*   |  | Amended and Restated 2000 Equity Incentive Plan dated December 14, 1999
adopted by the stockholders on March 24, 2000 (filed as Exhibit 4.1 to the
Companys Form S-8 filed on December 12, 2000 (File No. 333-51730) and
incorporated herein by reference).                                                                                                                                           
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|10(i)(1) |  | Business Loan Agreement dated June 1, 2000, between the Company and
Bank of America, expiring May 1, 2002 (filed as Exhibit 10(m) to the
Companys Form 10-Q for the quarter ended April 30, 2000 (File No.
0-18553) and incorporated herein by reference).                                                                                                                                            
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|10(i)(2) |  | Amendment No. 1, effective as of January 31, 2001 to the Business Loan
Agreement dated June 1, 2000, among Ashworth, Inc., Ashworth Store I,
Inc., Ashworth Store II, Inc., Ashworth International, Inc., Ashworth U.K.
Ltd. and Bank of America, N. A                                                                                                                                                 
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|10(i)(3) |  | Amendment No. 2, effective as of February 20, 2002 to the Business
Loan Agreement dated June 1, 2000, among Ashworth, Inc., Ashworth Store I,
Inc., Ashworth Store II, Inc., Ashworth International, Inc., Ashworth U.K.
Ltd. and Bank of America, N. A.                                                                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|10(i)(4) |  | Amendment No. 3, effective as of May 1, 2002 to the Business Loan
Agreement dated June 1, 2000, among Ashworth, Inc., Ashworth Store I,
Inc., Ashworth Store II, Inc., Ashworth International, Inc., Ashworth U.K.
Ltd. and Bank of America, N. A. (filed as Exhibit 10(j)(2) to the
Companys Form 10-Q for the quarter ended April 30, 2002 (File No.
0-18553) and incorporated herein by reference).
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|10(i)(5) |  | Amendment No. 4, effective as of November 26, 2002, to the Business
Loan Agreement dated June 1, 2000, among Ashworth, Inc., Ashworth Store I,
Inc., Ashworth Store II, Inc., Ashworth International, Inc., Ashworth U.K.
Ltd. and Bank of America, N. A.                                                                                                                                              
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|10(i)(6) |  | Extension letter, effective as of February 4, 2003 to the Business
Loan Agreement dated June 1, 2000, among Ashworth, Inc., Ashworth Store I,
Inc., Ashworth Store II, Inc., Ashworth International, Inc., Ashworth U.K.
Ltd. and Bank of America, N. A.                                                                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|10(j)*   |  | Change in Control Agreement dated November 1, 2000 by and between
Ashworth, Inc. and Randall L. Herrel, Sr. (filed as Exhibit 10(m) to the
Companys Form 10-K for the fiscal year ended October 31, 2000 (File No.
0-18553) and incorporated herein by reference).                                                                                                                                    
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|10(k)*   |  | Change in Control Agreement dated November 1, 2000 by and between
Ashworth, Inc. and Terence W. Tsang (filed as Exhibit 10(n) to the
Companys Form 10-K for the fiscal year ended October 31, 2000 (File No.
0-18553) and incorporated herein by reference).                                                                                                                                          

17



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|       |  |                                                                                                                                                                                                                                                                                                                                    
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10(l)  |  | Promotion Agreement effective November 1, 1999 by and between Ashworth,
Inc. and Fred Couples (filed as Exhibit 10(o) to the Companys Form 10-K
for the fiscal year ended October 31, 2000 (File No. 0-18553) and
incorporated herein by reference).                                                                              
|       |  |                                                                                                                                                                                                                                                                                                                                    
|10(m)* |  | Offer and Acceptance of Executive Employment effective November 29, 1999
by and between Ashworth, Inc. and Anthony Wilkinson (filed as Exhibit
10(q) to the Companys Form 10-Q for the quarter ended January 31, 2001
(File No. 0-18553) and incorporated herein by reference).                                                   
|       |  |                                                                                                                                                                                                                                                                                                                                    
|10(n)* |  | Offer and Acceptance of Executive Employment effective May 29, 2001 by
and between Ashworth, Inc. and Eddie Fadel (filed as Exhibit 10(o) to the
Companys Form 10-K for the fiscal year ended October 31, 2002 (File No.
0-18553) and incorporated herein by reference).                                                          
|       |  |                                                                                                                                                                                                                                                                                                                                    
|10(o)* |  | Contract Termination Agreement effective October 31, 2002 by and among
Ashworth, Inc., James Nantz, III and Nantz Communications, Inc. (filed as
Exhibit 10(p) to the Companys Form 10-K for the fiscal year ended October
31, 2002 (File No. 0-18553) and incorporated herein by reference).                                     
|       |  |                                                                                                                                                                                                                                                                                                                                    
|10(p)  |  | Real Estate Purchase and Sale Agreement and Joint Escrow Instructions
effective October 25, 2002 by and between Innovative Development
Enterprises, Inc. and Ashworth, Inc. (filed as Exhibit 10(q) to the
Companys Form 10-K for the fiscal year ended October 31, 2002 (File No.
0-18553) and incorporated herein by reference).
|       |  |                                                                                                                                                                                                                                                                                                                                    
|10(q)* |  | Promotion Agreement effective October 31, 2002 by and among Ashworth,
Inc., James W. Nantz, III and Nantz Enterprises, Ltd.                                                                                                                                                                                                        
|       |  |                                                                                                                                                                                                                                                                                                                                    
|99.1   |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act of 2003 by Randall L. Herrel, Sr.                                                                                                                                                                                   
|       |  |                                                                                                                                                                                                                                                                                                                                    
|99.2   |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act of 2003 by Terence W. Tsang.                                                                                                                                                                                        

*     Management contract or compensatory plan or arrangement required to be filed
as an Exhibit pursuant to Item 15(c) of Form 10-K and applicable rules of the
Securities and Exchange Commission.

(b)  Reports on Form 8-K:



| |  | The Company filed a report on Form 8-K on November 26, 2003 reporting
that the Company had executed an agreement to have its U.S. distribution
center built to the Companys specifications on a site in the Ocean
Ranch Corporate Center in Oceanside, California at an estimated cost for
the land and building of approximately $15 million.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18



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##### Table of Contents






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.

|      |                |  |                                                                                                                                    
|----- | -------------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|      |                |  | ASHWORTH, INC                                                                                                                      
|Date: | March 17, 2003 |  | By: /s/ Terence W. Tsang

Terence W. Tsang
Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Treasurer

19



---



##### Table of Contents






CERTIFICATIONS

I, Randall L. Herrel, Sr., Chairman, President and Chief Executive Officer of
Ashworth, Inc. (the Company), certify that:



| | (1) |  | I have reviewed this quarterly report on Form 10-Q of the Company;                                                                                                                                                                                                                                                                                                                       
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;                                                           
|
| | (3) |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the Company as of, and for, the periods presented in
this quarterly report;                                                                                 
|
| | (4) |  | The Companys other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
have:                                                                                                                                                                          
|
| |     |  | (a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report was being
prepared;                                                                                        
|
| |     |  | (b) evaluated the effectiveness of the Companys disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and                                                                                                                                                                                           
|
| |     |  | (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                                                                                                              
|
| | (5) |  | The Companys other certifying officer and I have disclosed, based
on our most recent evaluation, to the Companys auditors and the audit
committee of the Companys board of directors (or persons performing
the equivalent function):                                                                                                                                                 
|
| |     |  | (a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Companys ability to record,
process, summarize and report financial data and have identified for the
Companys auditors any material weaknesses in internal controls; and                                                                                             
|
| |     |  | (b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Companys internal controls;
and                                                                                                                                                                                                                                  
|
| | (6) |  | The Companys other certifying officer and I have indicated in this
quarterly report whether or not there were any significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

|                     |  |                                                                                                  
|-------------------- |  | -------------------------------------------------------------------------------------------------
|Date: March 17, 2003 |  | s/ Randall L. Herrel, Sr.

Randall L. Herrel, Sr.
Chairman, President and Chief Executive
Officer

20



---



##### Table of Contents



I, Terence W. Tsang, Executive Vice President, Chief Operating Officer and
Chief Financial Officer of Ashworth, Inc. (the Company), certify that:



| | (1) |  | I have reviewed this quarterly report on Form 10-Q of the Company;                                                                                                                                                                                                                                                                                                                       
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;                                                           
|
| | (3) |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the Company as of, and for, the periods presented in
this quarterly report;                                                                                 
|
| | (4) |  | The Companys other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
have:                                                                                                                                                                          
|
| |     |  | (a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report was being
prepared;                                                                                        
|
| |     |  | (b) evaluated the effectiveness of the Companys disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and                                                                                                                                                                                           
|
| |     |  | (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                                                                                                              
|
| | (5) |  | The Companys other certifying officer and I have disclosed, based
on our most recent evaluation, to the Companys auditors and the audit
committee of the Companys board of directors (or persons performing
the equivalent function):                                                                                                                                                 
|
| |     |  | (a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Companys ability to record,
process, summarize and report financial data and have identified for the
Companys auditors any material weaknesses in internal controls; and                                                                                             
|
| |     |  | (b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Companys internal controls;
and                                                                                                                                                                                                                                  
|
| | (6) |  | The Companys other certifying officer and I have indicated in this
quarterly report whether or not there were any significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

|                     |  |                                                                                                                     
|-------------------- |  | --------------------------------------------------------------------------------------------------------------------
|Date: March 17, 2003 |  | /s/ Terence W. Tsang

Terence W. Tsang
Executive Vice President, Chief Operating
Officer and Chief Financial Officer

21



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##### Table of Contents






EXHIBIT INDEX

|               |  |                                                                                                                                                                                                                                                          
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                          
|10(i)(2)       |  | Amendment No. 1, effective as of January 31, 2001 to the
Business Loan Agreement dated June 1, 2000, among Ashworth,
Inc., Ashworth Store I, Inc., Ashworth Store II, Inc.,
Ashworth International, Inc., Ashworth U.K. Ltd. and Bank
of America, N. A.  
|               |  |                                                                                                                                                                                                                                                          
|10(i)(3)       |  | Amendment No. 2, effective as of February 20, 2002 to the
Business Loan Agreement dated June 1, 2000, among Ashworth,
Inc., Ashworth Store I, Inc., Ashworth Store II, Inc.,
Ashworth International, Inc., Ashworth U.K. Ltd. and Bank
of America, N. A. 
|               |  |                                                                                                                                                                                                                                                          
|10(i)(5)       |  | Amendment No. 4, effective as of November 26, 2002, to the
Business Loan Agreement dated June 1, 2000, among Ashworth,
Inc., Ashworth Store I, Inc., Ashworth Store II, Inc.,
Ashworth International, Inc., Ashworth U.K. Ltd. and Bank
of America, N. A.
|               |  |                                                                                                                                                                                                                                                          
|10(i)(6)       |  | Extension letter, effective as of February 4, 2003 to the
Business Loan Agreement dated June 1, 2000, among Ashworth,
Inc., Ashworth Store I, Inc., Ashworth Store II, Inc.,
Ashworth International, Inc., Ashworth U.K. Ltd. and Bank
of America, N. A. 
|               |  |                                                                                                                                                                                                                                                          
|10(q)*         |  | Promotion Agreement effective October 31, 2002 by and among
Ashworth, Inc., James W. Nantz, III and Nantz Enterprises,
Ltd.                                                                                                                              
|               |  |                                                                                                                                                                                                                                                          
|99.1           |  | Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act
of 2003 by Randall L. Herrel, Sr.                                                                                                         
|               |  |                                                                                                                                                                                                                                                          
|99.2           |  | Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act
of 2003 by Terence W. Tsang.                                                                                                              

22