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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended April 3, 1999 .
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 333-14569
SPALDING HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
DELAWARE 59-2439656
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
425 Meadow Street, Chicopee, Massachusetts 01013
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (413) 536-1200
</TABLE>
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
Indicate by check X 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 / /.
The number of shares outstanding of the registrant's Common stock, par value
$.01 per share, at April 30, 1999, was 97,483,963 shares.
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INDEX TO FORM 10-Q
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PAGE NO.
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PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Condensed Statements of Consolidated Earnings (Loss) for
the fiscal three months ended April 3, 1999 and
March 31, 1998 3
Condensed Consolidated Balance Sheets at April 3, 1999
and December 31, 1998 4
Condensed Statements of Consolidated Cash Flows for the fiscal
three months ended April 3, 1999 and
March 31, 1998 5
Notes to Condensed Consolidated Financial Statements 6
Independent Accountants' Review Report 11
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition 12
Item 3. Quantitative and Qualitative Disclosure about Market Risk 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 22
Item 6. Exhibits and Reports on Form 8-K 23
</TABLE>
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SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED EARNINGS (LOSS)
FOR THE FISCAL THREE MONTHS ENDED APRIL 3, 1999 AND MARCH 31, 1998
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
(UNAUDITED) .
APRIL 3, March 31,
1999 1998
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<S> <C> <C>
NET SALES $ 117,156 $ 242,223
Cost of sales 67,738 162,397
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GROSS PROFIT 49,418 79,826
Selling, general and administrative expenses 45,162 77,342
Royalty income, net (2,097) (2,784)
Restructuring costs 464 5,352
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INCOME (LOSS) FROM OPERATIONS 5,889 (84)
Interest expense, net 14,001 19,331
Currency loss (gain), net 962 618
Equity in net (earnings) loss of Evenflo
Company, Inc. 85 0
--------- ---------
EARNINGS (LOSS) BEFORE INCOME TAXES (9,159) (20,033)
Income taxes (benefit) (2,997) (6,762)
--------- ---------
NET EARNINGS (LOSS) $ (6,162) $ (13,271)
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
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SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
APRIL 3, 1999 AND DECEMBER 31, 1998
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
(UNAUDITED)
APRIL 3, December 31,
1999 1998
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<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 9,563 $ 8,036
Receivables, less allowance of $2,448 and $3,491 117,403 86,196
Inventories 76,720 89,166
Deferred income taxes 11,520 11,592
Other 2,477 1,098
--------- ---------
TOTAL CURRENT ASSETS 217,683 196,088
Property, plant and equipment, net 51,575 51,660
Intangible assets, net 111,498 112,662
Deferred income taxes 89,090 85,838
Deferred financing costs 18,576 19,395
Investment in Evenflo Company, Inc. 10,288 10,340
Other 615 194
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TOTAL ASSETS $ 499,325 $ 476,177
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Non-U.S. bank loans $ 6,506 $ 6,531
Accounts payable 81,369 85,198
Accrued expenses 59,918 55,045
Income taxes 299 349
--------- ---------
TOTAL CURRENT LIABILITIES 148,092 147,123
Long-term debt 551,523 524,519
Pension 8,918 8,360
Post-retirement benefits 7,675 7,549
Other 9 67
--------- ---------
TOTAL LIABILITIES 716,217 687,618
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $.01 par value, 50,000,000 shares authorized; 1,000,000
outstanding (liquidation value $100 million and
related Common Stock Warrants) 100,000 100,000
Common stock, $.01 par value, 150,000,000 shares authorized,
97,483,963 and 96,933,963 shares outstanding at April 3, 1999
and December 31, 1998, respectively 975 969
Paid-in capital 452,784 452,434
Accumulated deficit (767,520) (761,358)
Treasury stock, 17,222 shares, at cost (77) (77)
Deferred compensation (250) 0
Accumulated other comprehensive earnings (loss) - currency
translation adjustments (2,804) (3,409)
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TOTAL SHAREHOLDERS' EQUITY (DEFICIENCY) (216,892) (211,441)
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY) $ 499,325 $ 476,177
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
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SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE FISCAL THREE MONTHS ENDED APRIL 3, 1999 AND MARCH 31, 1998
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED).
APRIL 3, March 31,
1999 1998
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $ (6,162) $(13,271)
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Depreciation 1,990 5,482
Equity in (earnings) loss of Evenflo Company, Inc. 85 0
Intangibles amortization 1,114 1,390
Deferred income taxes (3,180) (7,346)
Deferred financing cost amortization 819 1,159
Other 605 (144)
Changes in assets and liabilities:
Receivables (31,207) (61,749)
Inventories 12,446 (13,464)
Current liabilities, excluding bank loans 2,348 56,311
Other (2,520) (660)
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (23,662) (32,292)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,895) (10,331)
-------- --------
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES (1,895) (10,331)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayment) under revolving credit loan 27,004 38,500
Net borrowings (repayment) of other indebtedness (25) 9,060
Payment of new credit agreement costs 0 (2,378)
Proceeds from issuance of common stock 105 111
Repurchase of common stock 0 (11)
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NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES 27,084 45,282
-------- --------
NET INCREASE (DECREASE) IN CASH 1,527 2,659
Cash balance, beginning of period 8,036 3,734
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Cash balance, end of period $ 9,563 $ 6,393
======== ========
SUPPLEMENTAL CASH FLOW DATA
Interest paid $ 17,496 $ 13,048
Income taxes paid (refunded) 182 (7,110)
</TABLE>
See Notes to Condensed Consolidated Financial Statements
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SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL THREE MONTHS ENDED APRIL 3, 1999 AND MARCH 31, 1998
(DOLLAR AMOUNT IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
NOTE 1 - BASIS OF PRESENTATION
The accompanying condensed consolidated balance sheet of Spalding Holdings
Corporation and subsidiaries (the "Company") (formerly Evenflo & Spalding
Holdings Corporation) as of April 3, 1999, and the related condensed statements
of consolidated earnings (loss) and of cash flows for the fiscal three month
periods ended April 3, 1999 and March 31, 1998 are unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of such
consolidated financial statements have been included. Such adjustments consist
only of normal recurring items. Interim results may not be indicative of results
for a full year.
The Company is a global manufacturer and marketer of branded consumer products
serving the sporting goods markets under the primary trade names Spalding(R),
Top Flite(R), Etonic(R), Strata(R), Ben Hogan(R), and Dudley(R). The primary
subsidiary of the Company is Spalding Sports Worldwide, Inc. (formerly Spalding
& Evenflo Companies, Inc.) ("Spalding"). The Company markets and licenses a
variety of recreational and athletic products such as golf balls, golf clubs,
golf shoes, golf bags and accessories, basketballs, volleyballs, footballs,
soccer balls, softballs and baseballs and gloves, handballs, rackets and balls
for tennis and racquetball, and clothing, shoes and equipment for many other
sports.
Prior to August 20, 1998, Evenflo Company, Inc. ("Evenflo") was also a
subsidiary of the Company. Evenflo markets under the Evenflo(R), Gerry(R) and
Snugli(R) trademarks, specialty juvenile products, including reusable and
disposable baby bottle feeding systems, breast-feeding aids, pacifiers and oral
development items, baby bath, health and safety items, monitors and other baby
care products and accessories, as well as juvenile car seats, stationary
activity products, strollers, high chairs, portable play yards, cribs, dressers
and changing tables, gates, soft carriers and frame carriers, child carriers and
mattresses.
On August 20, 1998, the Company separated its two businesses, Spalding and
Evenflo, into two stand-alone companies (the "Reorganization"). Following
completion of the Reorganization, the Company's headquarters in Tampa, Florida
was closed and its functions transferred to the separate Spalding and Evenflo
operations. After giving effect to the Reorganization, the Company continues to
own 42.4% of the common stock of Evenflo.
Subsequent to the Reorganization of the businesses, the Company elected Edwin L.
Artzt (former Chairman and Chief Executive Officer of Procter & Gamble Company)
in October 1998 as Chairman of the Board of Directors and hired James R. Craigie
(formerly an Executive Vice President of Kraft, Inc.) in December 1998 as
President and Chief Executive Officer. Under this new leadership, the management
of the Company is repositioning its brands to drive improved volume growth,
restructuring its organization to lower operating expenses, and reengineering
its key business processes to lower working capital and improve customer
service.
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The condensed consolidated financial statements and notes are presented as
permitted by Form 10-Q of the Securities and Exchange Commission and do not
contain certain information included in the Company's annual consolidated
financial statements and notes. The condensed consolidated balance sheet as of
December 31, 1998, was derived from the Company's audited financial statements,
but does not include all disclosures required by generally accepted accounting
principles. This Form 10-Q should be read in conjunction with the Company's
consolidated financial statements and accompanying notes included in its Annual
Report on Form 10-K for the Transition Period (October 1, 1998 through December
31, 1998) and for the fiscal year ended September 30, 1998.
The Company's year end is December 31. Effective January 1, 1999, the Company
changed its quarterly operating cycle whereby each quarter closes on the
thirteenth Saturday of that period except the fourth quarter which always closes
on December 31. The Company's fiscal quarters for the 1999 calendar year are as
follows: April 3, July 3, October 2 and December 31.
Certain reclassifications have been made to prior year amounts to conform with
current year presentations.
NOTE 2 - CHANGE IN ACCOUNTING PRINCIPLE
Prior to 1999, costs for a majority of the U.S. inventories were determined by
the use of the last-in, first-out costing method ("LIFO"). Effective January 1,
1999, the Company changed its method of valuing U.S. inventories from LIFO to
the first-in, first-out costing method ("FIFO") to more properly reflect the
method of product consumption. All previously reported amounts have been
restated to reflect the retroactive application of this accounting change as
required by generally accepted accounting principles. As of December 31, 1998,
the effect of this change resulted in a $5,120 decrease in inventory, a $1,792
increase in deferred tax assets and an overall $3,328 decrease in equity. The
accounting change increases the net loss for the three months ended March 31,
1998 by $712.
NOTE 3 - INVENTORIES
<TABLE>
<CAPTION>
APRIL 3, December 31,
1999 1998
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<S> <C> <C>
Finished goods $61,919 $68,018
Work in process 2,770 3,385
Raw materials 12,031 17,763
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Total inventories $76,720 $89,166
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</TABLE>
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NOTE 4 - SEGMENT INFORMATION
The Company manages the operations of the business based on three operating
segments: U.S. Golf Products, U.S. Sporting Goods Products and International
Operations. The following table is presented in accordance with Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information."
<TABLE>
<CAPTION>
U.S.
U.S. Sporting
Golf Goods International Evenflo All Other Total
-------- -------- ------------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Fiscal Three Months ended April 3, 1999
Net sales $ 63,489 $ 23,356 $ 30,311 -- -- $ 117,156
Income (loss) from operations 304 936 2,775 -- $ 1,874 5,889
Identifiable assets 93,196 12,100 108,182 $10,288 275,559 499,325
Three Months ended March 31, 1998
Net sales $ 86,602 $ 27,984 $ 34,589 $93,048 -- $ 242,223
Income (loss) from operations 5,837 (2,428) (8,227) 2,527 $ 2,207 (84)
December 31, 1998
Identifiable assets $110,584 $ 17,191 $ 106,342 $10,340 $231,720 $ 476,177
</TABLE>
U.S. Golf Products represent the Company's largest operating segment. The
products included in this segment are golf balls, golf clubs, golf shoe and golf
accessories (bags, hats, club covers, tees, towels and sports luggage).
Spalding currently markets its golf products under the following brand names:
<TABLE>
<CAPTION>
Golf Balls Golf Clubs Golf Shoes and Accessories
- ---------- ---------- --------------------------
<S> <C> <C>
Strata(R) Ben Hogan(R) Etonic(R)
Top-Flite(R) Top-Flite(R) Ben Hogan(R)
Spalding(R) Spalding(R) Top-Flite(R)
Molitor(R) Spalding(R)
</TABLE>
U.S. Sporting Goods includes basketballs, softball and baseball products,
volleyballs, soccer balls, athletic shoes and other sports products. These
products are primarily sold under the Spalding(R) trademark. Softball products
are marketed under the Dudley(R) trademark.
The International segment conducts operations outside of the U.S. and consists
of both subsidiary and third party distributors. Subsidiary operations are
maintained in key golf and sporting goods markets outside the U.S., including
operations in Canada, Australia, New Zealand, United Kingdom and Sweden. In
addition to the subsidiary operations, the Company conducts business with over
100 third-party distributors in other markets throughout the world. In both the
subsidiary and distributor territories, the Company markets a line of golf and
sporting goods products similar to those in the U.S. segments.
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The "All Other" category includes worldwide licensing, activities related to the
Company's Investment in Evenflo and other items not allocable to one of the
segments. Worldwide licensing is a result of Spalding granting licensees the
exclusive right to use specified Spalding trademarks for specific product
categories, in specific markets. The Spalding(R), Top-Flite(R), Etonic(R) and
Ben Hogan(R) names are licensed in a broad range of product categories,
including shoe and apparel lines. In exchange for these exclusive licenses, the
Company receives royalty fees. The majority of royalty revenues are generated in
the U.S. and Japanese markets.
NOTE 5 -- INVESTMENT IN AFFILIATE
On August 20, 1998, the Company effectively completed the separation of
Spalding and Evenflo, into two stand alone companies (see Note 1). For the
periods prior to August 20, 1998, the financial statements for Evenflo have been
consolidated with those of the Company. The financial statements for the periods
subsequent to the sale include the portion of Evenflo's results attributable to
the Company's ownership on an equity accounting basis.
Summarized financial information of Evenflo for the fiscal quarter ended
March 31, 1999 is set forth below.
CONDENSED INCOME STATEMENT INFORMATION
<TABLE>
<CAPTION>
JANUARY 1, 1999
THROUGH
MARCH 31, 1999
---------------
<S> <C>
Net sales ......................................... $ 94,860
========
Gross profit ...................................... $ 22,054
========
Earnings (loss) before income tax and extraordinary
items ............................................. $ 58
========
Net earnings (loss) ............................... $ (200)
========
Company's proportionate share (42.4%) ............. $ (85)
========
</TABLE>
NOTE 6 - CONTINGENCIES
The Company is both a plaintiff and defendant in numerous lawsuits incidental to
its current and former operations, some alleging substantial claims. In
addition, the Company's operations are subject to federal, state, and local
environmental laws and regulations. The Company has entered into settlement
agreements with the U.S. Environmental Protection Agency and other parties on
several sites, and is still negotiating on other sites. The settlement amount
and estimated liabilities are not considered significant by the Company based on
present facts.
Management is of the opinion that, after taking into account the merits of
defenses, insurance coverage and established reserves, the ultimate resolution
of these matters will not have a material adverse effect on the Company's
condensed consolidated financial statements.
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NOTE 7 - COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income" which establishes standards for reporting and disclosure of
comprehensive income and its components. For the fiscal three months ended April
3, 1999 and March 31, 1998, the comprehensive income (loss) was $(5,557) and
$(13,381), respectively.
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Independent Accountants' Report
The Board of Directors
Spalding Holdings Corporation
Chicopee, Massachusetts
We have reviewed the accompanying condensed consolidated balance sheet of
Spalding Holdings Corporation and subsidiaries (the "Company") as of April 3,
1999, and the related condensed statements of consolidated earnings (loss) and
of condensed consolidated cash flows for the fiscal three months ended April 3,
1999 and March 31, 1998. These financial statements are the responsibility of
the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of the Company at December 31, 1998,
and the related statements of consolidated earnings (loss), consolidated cash
flows and consolidated shareholders' equity (deficiency) for the period October
1, 1998 through December 31, 1998 (not presented herein); and in our report
dated March 19, 1999, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 1998, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.
As discussed in Note 2 to the condensed consolidated financial statements,
effective January 1, 1999, the Company changed its method of valuing U.S.
inventories from the Last-in, First-out costing method to the First-in,
First-out costing method.
DELOITTE & TOUCHE LLP
Hartford, Connecticut
May 6, 1999
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
FORWARD-LOOKING STATEMENTS
Sections of this Form 10-Q, including Management's Discussion and Analysis of
Financial Conditions and Results of Operations ("MD&A'), contain various
forward-looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995, with respect to the financial condition, results
of operation and business of the Company. Examples of forward-looking statements
are statements that use the words "expect", "anticipate", "plan", "intend",
"project", "believe" and similar expressions. These forward-looking statements
involve certain risks and uncertainties, and no assurance can be given that any
of such matters will be realized. Actual results may differ materially from
those contemplated by such forward looking statements as a result of, among
other things, failure by the Company to predict accurately customer preferences;
a decline in the demand for merchandise offered by the Company; failure of the
Company's brand repositioning strategy and organizational restructuring;
competitive influences; changes in levels of consumer spending habits;
effectiveness of the Company's brand awareness and marketing programs; general
economic conditions that are less favorable than expected or a downturn in the
consumer products industry; a significant change in the regulatory environment
applicable to the Company's business; an increase in the rate of import duties
or export quotas with respect to the Company's merchandise; any material adverse
effects of the Year 2000 issue on the business of the Company or third parties
with which the Company does business; or an adverse outcome of the litigation
referred to in "Legal Proceedings" that materially and adversely affects the
Company's financial condition. The Company assumes no obligation to update or
revise any such forward looking statements, which speak only as of their date,
even if experience or future events or changes make it clear that any projected
financial or operating results implied by such forward-looking statements will
not be realized.
RESULT OF OPERATIONS
Fiscal quarter ended April 3, 1999 ("1999 first quarter") as compared to the
quarter ended March 31, 1998 ("1998 first quarter").
BASIS OF PRESENTATION. As previously stated, on August 20, 1998, the Company
separated its two businesses, Spalding and Evenflo, into two stand-alone
companies. Accordingly, the unaudited financial statements presented for the
quarter ended March 31, 1998 include the results of operations and cash flows
for Evenflo. For improved comparability, the Company has provided below, summary
pro forma results of operations for the quarter March 31, 1998 giving impact to
the elimination of Evenflo from the historical information. The management's
discussion and analysis for the 1999 first quarter provides analysis against the
pro forma March 31, 1998 financial statements. For additional information on
business segments, see the Segment Information note in the Notes to Condensed
Consolidated Financial Statements included elsewhere in the Form 10-Q.
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SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED EARNINGS (LOSS)
FOR THE FISCAL THREE MONTHS ENDED APRIL 3, 1999 AND PRO FORMA FOR THE
THREE MONTHS ENDED MARCH 31, 1998 GIVING EFFECT TO THE EXCLUSION OF
EVENFLO COMPANY, INC.
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
UNAUDITED.
THREE MONTHS ENDED
Pro Forma
APRIL 3, March 31,
1999 1998
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<S> <C> <C>
NET SALES $ 117,156 $ 149,168
Cost of sales 67,738 88,872
--------- ---------
GROSS PROFIT 49,418 60,296
Selling, general and administrative expenses 45,162 60,927
Royalty income, net (2,097) (2,693)
Restructuring costs 464 4,679
--------- ---------
INCOME (LOSS) FROM OPERATIONS 5,889 (2,617)
Interest expense, net 14,001 16,745
Currency loss (gain), net 962 444
Equity in net (earnings) loss of Evenflo
Company, Inc. 85 0
--------- ---------
EARNINGS (LOSS) BEFORE INCOME TAXES (9,159) (19,806)
Income taxes (benefit) (2,997) (5,997)
--------- ---------
NET EARNINGS (LOSS) $ (6,162) $ (13,809)
========= =========
</TABLE>
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NET SALES are gross sales net of returns, allowances and trade discounts. The
Company's net sales decreased 21.4% to $117.2 million for the 1999 first quarter
compared to $149.2 million for the 1998 first quarter. U.S. Golf net sales
decreased 26.7% to $63.5 million for the 1999 first quarter compared to $86.6
million for the same quarter in 1998. The decrease in net sales was expected as
the Company continued its plan to exit low margin products and loss generating
businesses. Lower golf club and accessory sales were partially offset by
increased golf ball sales. The U.S. sales of the Strata and Top-Flite family of
golf balls increased an aggregate of 9.5%. U.S. Sporting Goods decreased 16.8%
to $23.3 million for the 1999 first quarter compared to $28.0 million for the
same quarter in 1998. The decrease is across all product lines, but is primarily
attributable to the elimination of many lower end, unprofitable products.
International sales decreased 12.1% to $30.4 million for the first quarter
compared to $34.6 million for the comparable period in 1998. The international
decrease is related to the 1998 closure of subsidiary operations in Mexico,
Spain, Italy, France and Germany and the downsizing of operations in Japan. Net
sales in the continuing subsidiary operations in Canada, Sweden, Australia, New
Zealand and United Kingdom increased 7.6% over the same 1998 period.
Royalty Income decreased to $2.1 million in the 1999 first quarter from $2.7
million in the 1998 first quarter, a decrease of $0.6 million or 22.2%. The
decrease is primarily due to lower clothing royalties in the U.S., a result of a
reorganization of the product category and the discontinuance of licensees that
no longer matched the Company's brand strategies. Lower royalties were partially
offset by lower operating expenses.
GROSS PROFIT is net sales less cost of sales, which includes the costs necessary
to make the Company's products, including the costs of raw materials and
production. The Company's gross profit decreased to $49.4 million in the 1999
first quarter from $60.3 million for the 1998 first quarter, a decrease of $10.9
million or 18.1%. At the same time, gross profit as a percentage of net sales
increased to 42.2% for the 1999 first quarter from 40.4% for the comparable
prior year quarter.
The increase in the gross profit margin rates were driven by improved margins in
all U.S. product lines, except golf ball, as well as increased international
gross profit margins. The U.S. golf ball gross profit margins were depressed as
a result of the elimination of certain premium golf balls that existed in the
1998 first quarter and no longer meet the Company's strategies. Internationally,
the gross profit rate increased to 37.3% for the 1999 first quarter from 32.2%
for the 1998 first quarter, an increase of 5.1%. Stronger product mix in
on-going operations accounted for 3.7% of the increase, while the 1998 closure
of unprofitable operations accounted for the remainder of the improvement.
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES. SG&A expenses include the
costs necessary to sell and distribute the Company's products and the general
and administrative costs of managing the business, including salaries and
related benefits, commissions, advertising and promotion expenses, customer
service expenses, distribution costs, bad debts, travel, amortization of
intangible assets, insurance and product liability costs, consumer corrective
action campaigns costs associated with the indemnification agreement with
Evenflo and
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professional fees. The Company's SG&A expenses decreased to $45.2 million for
the 1999 first quarter from $60.9 million for the 1998 first quarter, a decrease
of $15.7 million or 25.8%.
SG&A in the U.S. decreased to $36.4 million from $44.7 million, a decrease of
$8.3 million or 18.6%. The decrease is primarily attributable to (i) $5.9
million of lower advertising expenses related to golf club and (ii) $2.4 million
of reduced selling and administrative costs (net of new computer implementation
costs for the quarter of $2.5 million) associated with the restructuring of the
sales force and corporate office activities. Internationally, the SG&A expense
decreased to $8.8 million from $16.2 million, a decrease of $7.4 million or
45.7%. The decrease in the International segment was primarily the result of
expense eliminated within the restructured operations in Japan, Mexico, Spain,
France, Germany and Italy. The remainder of the reduction is a result of the
elimination of U.S. overheads related to the international operations.
SPALDING RESTRUCTURING AND OTHER UNUSUAL COSTS. In 1997, the Company implemented
a plan to restructure the Spalding domestic and international operations to
focus on core line golf and sporting goods products. In 1998, the plan was
expanded to reduce the infrastructure needed to support the international
operations by converting subsidiary operations to distributors in Mexico,
France, Germany, Italy and Spain and downsizing operations in Japan. This
facility restructuring resulted in the elimination of approximately 120
international positions at various levels. Additionally, the U.S. operations
incurred certain management severance costs associated with the elimination of
approximately 100 domestic positions and the closing of the former headquarters
in Tampa, Florida. During the 1999 first quarter, the Company recorded $0.5
million of additional charges related to the restructuring of its operations,
primarily management severance and related expenses.
The Company aggressively continues its plan to consolidate its operations. The
Company paid $1.9 million of these restructuring costs in the 1999 first quarter
and charged $0.2 million in the 1999 first quarter of non-cash write-offs
against the restructuring accruals and currently anticipates that the remaining
restructuring actions will be substantially completed by the end of 1999. As of
April 3, 1999, the total amount accrued for restructuring charges is $9.8
million.
INTEREST EXPENSE decreased $2.7 million to $14.0 million in the 1999 first
quarter from $16.7 million in the 1998 first quarter, a decrease of 16.2%. The
decrease is principally due to the sale of Evenflo and the repayment of $278.8
million of debt on August 20, 1998. This repayment resulted in a decrease in
average borrowings under the Company's Credit Facility. The Revolving Credit
Facility and the Term Loans make up the outstanding portion of the Company's
$650.0 million Credit Facility (the "Credit Facility"). The Company has
outstanding $200.0 million of 10-3/8% Series B Senior Subordinated Notes
("Notes") due 2006. The Company's average balance under the Notes, Credit
Facility, certain non-U.S. borrowing and other financing agreements for the 1999
first quarter was $547.0 million compared to $737.0 million then in effect
during the 1998 first quarter.
15
<PAGE> 16
NET CURRENCY LOSSES of $1.0 million were $0.5 million higher in the 1999 first
quarter than in the 1998 first quarter. See "Liquidity and Capital Resources".
INCOME TAXES were a tax benefit of $3.0 million for the 1999 first quarter,
which represents an effective tax rate of 33% in relation to a loss before
income taxes of $9.2 million. The effective tax rate varied from a U.S. federal
statutory rate of 35% due to actual non-U.S. withholding taxes paid that reduced
the benefit realized on the loss.
NET LOSS was $6.2 million for the 1999 first quarter compared to $13.8 million
for the 1998 first quarter. The $7.6 million decrease in the net loss was a
result of a $8.5 million increase in earning from operations, plus a decrease in
interest expense of $2.7 million offset by $0.5 million increase in currency
losses, $3.0 million of lower income tax benefit and $0.1 million loss related
to the Company's remaining investment in Evenflo.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of liquidity are from cash flows generated from
operations and from borrowings under the Company's $250 million revolving credit
facility and certain non-U.S. facilities (the majority of which non-U.S.
borrowings are guaranteed by the Company). The Company's principal uses of
liquidity is to provide working capital, meet debt service requirements and
finance the Company's strategic plans. At April 3, 1999, the Company had an
available borrowing capacity under the Credit Facility of $31.9 million (net of
$47.4 million of outstanding letters of credit and bankers' acceptances). As of
April 30, 1999, the Company had an available borrowing capacity under the Credit
Facility of $40.2 million (net of $42.8 million of outstanding letters of credit
and bankers' acceptances). The Company does not have any required amortization
of Term Loans in calendar 1999.
Effective April 14, 1999, the Company entered into an interest rate cap on
$300.0 million of its variable rate, Eurodollar debt associated with the Credit
Facility (total variable rate, Eurodollar debt at April 14, 1999 was $330.8
million). The cap has a strike rate of 5.16% and has a termination date of
December 31, 1999. At April 30, 1999, the effective Eurodollar debt interest
rate was 4.99%.
The Company believes its business is somewhat seasonal. For calendar 1998
quarterly net sales as a percentage of total sales were approximately 29.8%,
32.3%, 26.6%, and 11.3%, respectively. Many sporting goods marketed by Spalding,
especially golf products, experience higher levels of sales in the spring and
summer months. The Company's need for cash historically has been greater in its
first and fourth quarters when cash generated from operating activities coupled
with drawdowns from credit facilities have been invested in receivables and
inventories.
For the 1999 first quarter, the Company used $25.6 million in cash before
financing activities to fund $23.7 million in operating activities, and invest
$1.9 million in capital expenditures (primarily an integrated computer system).
Cash usage in the 1999 first quarter was funded from $27.0 million in net
borrowings from the Company's Revolving Credit Facility and credit facilities
available to certain of the Company's non-U.S.
operations.
16
<PAGE> 17
Net cash flow used by operating activities for the 1999 first quarter was $23.7
million compared to $32.3 million for the same quarter in 1998. The $8.6 million
lower use of cash from operating activities when compared to the same quarter in
1998 was primarily due to a $7.1 million decrease in net loss.
Capital expenditures during the 1999 first quarter relate primarily to the
implementation of a new integrated computer system.
The Company's ability to fund its operations, make capital expenditures and make
scheduled payments or to refinance its indebtedness will depend upon its future
financial and operating performance, which will be affected by prevailing
economic conditions and financial, business and other factors, some of which are
beyond its control. There can be no assurance that the Company's results of
operations, cash flow and capital resources will be sufficient to fund its
operations, capital expenditures, or its debt service obligations. In the
absence of improved operating results, the Company may face liquidity problems
and might be required to dispose of material assets or operations to fund its
operations and capital expenditures and to meet its debt service and other
obligations, and there can be no assurances as to the timing of such sales or
the proceeds that the Company could realize therefrom.
EBITDA (earnings before interest, taxes, depreciation and amortization) is
included as a basis upon which the Company assesses its financial performance,
and certain covenants in the Company's borrowing arrangements are tied to
similar measures. The following sets forth certain information regarding the
Company's EBITDA and other net cash flow items for the 1999 first quarter.
Fiscal Three Months Ended April 3, 1999
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Other items
Historical affecting Adjusted
EBITDA historical EBITDA EBITDA
------- ----------------- --------
<S> <C> <C> <C>
$ 7,946 $ 2,975 $ 10,921
</TABLE>
The Company's 1999 first quarter historical EBITDA was adversely affected by
$2,975 of restructuring and other unusual costs. Restructuring costs were $464
and primarily consisted of management severance costs. In addition, the Company
incurred $2,511 of other unusual expenses associated primarily with software
expense and consulting services related to the implementation of an integrated
computer system (Systems Application Processes or "SAP"). The new software will
support the Company's efforts to incorporate industry best practices and
increase efficiencies.
The following sets forth certain information regarding the Company's EBITDA and
other net cash flow items for the 1998 first quarter:
17
<PAGE> 18
Three Months Ended March 31, 1998
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Other items
Historical affecting Adjusted
EBITDA historical EBITDA EBITDA
---------- ----------------- ---------
<S> <C> <C> <C>
Spalding $ 1,162 $7,454 $ 8,616
Evenflo 5,922 1,096 7,018
Corporate (914) 127 (787)
------- ------ --------
Consolidated $ 6,170 $8,677 $ 14,847
======= ====== ========
</TABLE>
Spalding's 1998 first quarter historical EBITDA was adversely affected by $7,454
of restructuring and other unusual costs. Restructuring costs were $4,679 and
consisted of (i) $3,179 principally for international severance and lease
settlements and (ii) $1,500 of management severance costs. In addition, Spalding
incurred $2,775 of other unusual expenses associated with the closure and
downsizing of certain international affiliates under the international
restructuring program consisting of (i) $526 in receivable cash discounts that
reduced net sales, (ii) $1,277 in inventory write-offs in Japan and certain
countries that Spalding is exited that were expensed to cost of sales, and (iii)
$972 in receivable write-offs due to lower collections rates in countries that
Spalding is exited that were charged to selling, general and administrative
expenses.
Evenflo's 1998 first quarter historical EBITDA was adversely affected by $1,096
of restructuring and other unusual costs. Restructuring costs were $673 to
relocate the Gerry Colorado administrative and manufacturing operations to
Evenflo's Ohio and Georgia locations. In addition, Evenflo incurred $423 of
other unusual expenses including $209 of expenses to cost of sales to relocate
the Gerry Colorado warehouse operation to Evenflo's Ohio and Georgia locations
and $214 charged to selling, general and administrative expenses for Year 2000
conversion costs.
CURRENCY HEDGING. In calendar 1998, approximately 21% of the total Company net
sales were generated in non-U.S. currencies. Fluctuations in the value of these
currencies relative to the U.S. dollar could have a material effect on the
Company's results of operations. Additionally, the Company sources many of its
goods from foreign manufacturers; the vast majority is sourced from China which
has not experienced significant currency fluctuations relative to the U.S.
dollar. The Company, in its discretion, uses forward exchange contracts to hedge
transaction exposures from U.S. dollar purchases made by its non-U.S.
operations.
YEAR 2000 COMPLIANCE.
The Company has been conducting a comprehensive review of its computer systems
to identify those that could be adversely affected by the "Year 2000 issue"
(which refers to the inability of many computer systems to process accurately
dates later than December 31, 1999), and has been executing a plan to remediate
or replace affected systems that use microchips or other embedded technology.
(For example, robotic systems at the Company's manufacturing center.)
18
<PAGE> 19
The Company's Year 2000 compliance project includes four phases: (1) evaluation
of the Company's owned or leased systems and equipment to identify potential
Year 2000 compliance issues; (2) remediation or replacement of Company systems
and equipment determined to be non-compliant (and testing of remediated systems
before returning them to production); (3) inquiry regarding Year 2000 readiness
of material business partners and other third parties on whom the Company's
business is dependent; and (4) development of contingency plans, where feasible,
to address potential third party non-compliance or failure of material Company
systems.
The initial phase of the Company's Year 2000 compliance project was the
evaluation of all software, hardware and equipment owned or licensed by the
Company, and identification of those systems and equipment requiring Year 2000
remediation. Analysis of all material software and hardware has been completed.
Of those software systems requiring remediation or replacement, approximately
90% of all material systems have already been remediated or replaced by Year
2000 compliant software. The Company anticipates that all remaining material
systems will be remediated or replaced by June 30, 1999. In addition, all
computer hardware in the Company's home offices, manufacturing center and
distribution center that was not Year 2000 compliant has been remediated or
scheduled to be remediated or replaced by the end of June 30, 1999; and hardware
and software unique to the Company's offices located outside the United States
are scheduled to be evaluated and remediated or replaced by June 30, 1999.
The Company has engaged a consultant to assist in the evaluation of the
equipment used in the Company's manufacturing center (other than computer
software and hardware, which were included in the analysis and remediation
efforts described in the preceding paragraph). The equipment evaluation was
completed in December 1998, and remediation or replacement of manufacturing
center equipment found not to be Year 2000 compliant is scheduled to be
completed by the end of the second quarter of fiscal 1999.
The costs and timing for replacement of certain of the Company's systems that
were not Year 2000 compliant have been anticipated as part of the Company's
planned information systems spending. The total cost to the Company specifically
associated with addressing the Year 2000 issue with respect to its systems and
equipment has not been, and is not anticipated to be, material to the Company's
financial position or results of operations. The Company estimates that the
total additional cost of managing its Year 2000 project, remediating existing
systems and replacing non-compliant systems, is approximately $1.3 million of
which approximately $0.6 million has been or will be expensed as incurred, and
$0.7 million has been or will be capitalized. As of April 3, 1999, the Year 2000
upgrade was substantially complete. Future costs, if any, will be incurred as
part of the SAP implementation. Although the Company believes its Year 2000
compliance efforts with respect to its systems will be successful, any failure
or delay could result in actual costs and timing materially different from that
presently contemplated, and in a disruption of business. The Company is
developing a contingency plan to permit its primary operations to continue if
the Company's modifications and conversions of its systems are not successfully
completed on a timely basis, but the foregoing cost estimates do not take into
account any expenditures associated with such contingencies. The Company's cost
estimates also do not include time or costs that may be incurred as a result of
third parties' not becoming Year 2000 compliant on a timely basis.
19
<PAGE> 20
The Company is communicating with its business partners, including key
manufacturers, vendors, banks and other third parties with whom it does
business, to obtain information regarding their state of readiness with respect
to the Year 2000 issue. Failure of third parties to remediate Year 2000 issues
affecting their respective businesses on a timely basis, or to implement
contingency plans sufficient to permit uninterrupted continuation of their
businesses in the event of a failure of their systems, could have a material
adverse effect on the Company's business and results of operations. Assessment
of third party Year 2000 readiness is expected to be substantially completed by
the end of June 1999. The Company will not be able to determine its most
reasonably likely worst case scenarios until the assessment of third parties'
Year 2000 compliance is completed.
The Company's Year 2000 compliance project included development of a contingency
plan designed to support critical business operations in the event of the
occurrence of systems failures or the occurrence of reasonably likely worst case
scenarios. The Company anticipates that contingency plans will be substantially
developed by June 30, 1999.
The Company may not be able to compensate adequately for business interruption
caused by certain third parties. Potential risks include suspension or
significant curtailment of service or significant delays by banks, utilities or
common carriers, or at U.S. ports of entry. The Company's business also could be
materially adversely affected by the failure of governmental agencies to address
Year 2000 issues affecting the Company's operations. For example, a significant
amount of the Company's merchandise is manufactured outside the United States,
and the Company is dependent upon the issuance by foreign governmental agencies
of export visas for, and upon the U.S. Customs Service to process and permit
entry into the United States of, such merchandise. If failures in government
systems result in the suspension or delay of these agencies' services, the
Company could experience significant interruption or delays in its inventory
flow.
The costs and the timing for management's completion of Year 2000 compliance,
modification and testing processes are based on management's best estimates,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources, the success of third parties'
Year 2000 compliance efforts and other factors. There can be no assurance that
these assumptions will be realized or that actual results will not vary
materially.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"). SFAS No. 133 establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. The accounting for changes in the fair value of
a derivative (that is, gains and losses) depends upon the intended use of the
derivative and resulting designation if used as a hedge. SFAS No. 133 is
effective for 2000. The adoption of SFAS No. 133 is not expected to have a
material effect on the Company's consolidated financial statements.
20
<PAGE> 21
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DISCLOSURE ABOUT FOREIGN CURRENCY RISK
Although the majority of the Company's transactions are in U.S. Dollars,
affiliates operate in their local currency with certain transactions for
inventory and royalties being denominated in U.S. Dollars. The Company may
purchase short-term forward exchange contracts to hedge payments that require
conversion to U.S. Dollars. The purpose of entering these hedge contracts is to
minimize the impact of foreign currency fluctuation on the results of
operations. Certain increases or decreases in the affiliate U.S. dollar payments
are offset by gains and losses on the hedges. The contracts have maturity dates
that do not exceed twelve months. The Company does not purchase short-term
forward exchange contracts for trading purposes.
As of April 3, 1999, the Company had outstanding the following purchased foreign
exchange forward contracts (in thousands of U.S. dollars):
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
CONTRACT CONTRACT UNREALIZED
AMOUNT RATE GAIN (LOSS)
-------- -------- -----------
<S> <C> <C> <C>
Foreign Currency Forward Contracts:
Japanese yen................... $ 1,744 117.5400 $ 83
Canadian dollar................ 11,918 1.4750 13
-------- -----
Total............................ $ 13,662 $ 96
======== =====
</TABLE>
DISCLOSURE ABOUT INTEREST RATE RISK
The Company is subject to market risk from exposure to changes in interest rates
based on its financing, investing, and cash management activities. The Company
utilizes a balanced mix of debt maturities along with both fixed-rate and
variable-rate debt to manage its exposures to changes in interest rates. The
Company does not expect changes in interest rates to have a material effect on
income or cash flows in 1999, although there can be no assurances that interest
rates will not significantly change.
In order to reduce the impact of fluctuating rates on its variable rate debt, on
April 14, 1999, the Company entered into an interest rate cap on $300.0 million
of its variable rate, Eurodollar debt associated with the Credit Facility (total
variable rate, Eurodollar debt at April 14, 1999 was $330.8 million). The cap
has a strike rate of 5.16% and has a termination date of December 31, 1999. At
April 30, 1999, the effective Eurodollar debt interest rate was 4.99%.
21
<PAGE> 22
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Part I, Item 3 "Legal Proceedings" of the Registrant's
Annual Report on Form 10-K for the Transition Period ended December 31, 1998,
filed March 29, 1999. Since March 29, 1999, the Company has not been named as a
defendant in any action which, to the best of the Company's knowledge could have
a material adverse effect on the financial condition or results of operations of
the Company.
The Company previously reported that Callaway Golf Company and the Callaway Golf
Ball Company, Inc had sued the Company for false advertising and trademark
infringement arising from the introduction of the Company's System C golf ball.
On May 4, 1999 the suit has been settled without material impact to the
Company's financial statements.
22
<PAGE> 23
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(a) Exhibits
<S> <C>
10.19 Employment agreement between Spalding Holdings Corporation and James R.
Craigie, President and Chief Executive Officer of Spalding Holdings
Corporation.
10.20 Restricted stock award agreement between Spalding Holdings Corporation and James R. Craigie.
15 Letter in lieu of consent of Deloitte & Touche LLP RE: Unaudited interim financial information
18 Preferability letter relating to the change in accounting principle.
27.1 Fiscal Quarter ended April 3, 1999 Financial Data Schedule.
27.2 Restated December 31, 1998 Financial Data Schedule
27.3 Restated March 31, 1998 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
Current report on Form 8-K filed January 19, 1999 which
announced the Company's Board of Directors approved a change
in the Company's fiscal year end from September 30 to December
31.
23
<PAGE> 24
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report to be filed on its behalf by
the undersigned, thereunto duly authorized.
Spalding Holdings Corporation
(Registrant)
Date: May 12, 1999 By: /s/ William K. Breaden
-------------------------------------
William K. Breaden
Corporate Controller
(a Principal Accounting Officer and
authorized signatory)
24
<PAGE> 1
Exhibit 10.19
EXECUTED COPY
PRIVILEGED AND CONFIDENTIAL
Mr. James R. Craigie
29 Minute Man Rd.
Ridgefield, CT 06877
Dear James:
We are all extremely pleased that you have agreed to accept the
position of President and Chief Executive Officer ("CEO") of Spalding Holdings
Corporation (the "Company"), effective December 7, 1998 ("Commencement Date"),
in accordance with the terms and conditions under this letter ("Agreement"),
which shall govern your employment with the Company. As soon as practicable
after this Agreement is executed, you will enter into other agreements with the
Company and the investors therein (including, but not limited to, the Management
Stockholder's Agreement dated as of December 7, 1998, Sale Participation
Agreement, and Non-Qualified Stock Option Agreement granted pursuant to the 1998
Stock Purchase and Option Plan for Key Employees of the Company and Subsidiaries
(the "Option Plan") (collectively, with the other Agreements, the "Management
Equity Agreements")). Such Management Equity Agreements will be substantially in
the form executed with other executives of the Company, with such changes as are
necessary to reflect the terms herein.
With respect to the terms of your employment with the Company, you
shall have the customary duties, responsibilities and authorities of a chief
executive officer at a corporation of a similar size and nature. You shall also
receive such office, staffing, and other assistance commensurate with that
received by such other chief executive officers. With respect to compensation
for your services as CEO of the Company, you will receive the following
compensation, from which the Company shall be entitled to withhold any amount
required by law:
Upon your commencement of employment with the Company, you shall be
paid $215,000 in consideration of your joining the Company, which amount shall
not be counted for purposes of (a) determining any other amounts to which you
are entitled hereunder or (b) any other benefit calculations under any Company
plans, programs or arrangements. With respect to compensation for your services
as CEO of the Company, you will receive the following compensation, from which
the Company shall be entitled to withhold any amount required by law:
(i) The Company shall pay you a base salary ("Base
Salary") at the rate of $375,000 per annum. Such Base Salary
shall be payable in accordance with the normal payroll
practices of the Company. Any increase in Base Salary shall be
in the discretion of the Board upon annual review and, as so
increased, shall
-1-
<PAGE> 2
constitute "Base Salary" hereunder; provided, however, that
such salary shall be guaranteed to increase at least 7.5
percent for the calendar year beginning January 1, 2000 and
ending on December 31, 2000.
(ii) The Company shall pay you an annual bonus in an amount
to be established based on the Company's attainment of certain
performance goals relative to the EBITDA of the Company, as established
by the Board of Directors of the Company (the "Board"), with a target
equal to one hundred percent (100%) of your Base Salary ("Target
Bonus") and the opportunity to achieve up to two hundred percent (200%)
upon the achievement of the applicable performance goals. The actual
bonus amount paid (the "Bonus") will be determined by the Board based
on quantitative and qualitative objectives established annually by the
Compensation Committee and approved by the Board. It is expected that
your annual cash compensation from Base Salary and Bonus will be
$750,000 (increased proportionately by the effect of annual increases
to your Base Salary).
(iii) The Company will provide you with coverage under all
pension and welfare benefit programs, plans and practices which the
Company makes available to its senior management (commensurate with
your position in the Company and to the extent permitted under any such
employee benefit plan) in accordance with the terms thereof (including,
without limitation, the Spalding Medical and Dental Plan (except that
the Company will waive any exclusions for preexisting conditions under
the Medical and Dental Plan), Retirement Plan and other employee life,
travel and disability plans for executives), as well as certain other
fringe benefits, including the use of a Company car (with a value not
to exceed $60,000) and reimbursement for the associated expenses (car
telephone, gas, insurance, licensing and maintenance), preparation of
your federal, state, and local income tax returns by the Company's
income tax preparer, at the Company's expense, and the cost of an
annual physical. In addition, you shall be entitled to up to four (4)
weeks of paid vacation annually, accruing at a rate of 1 2/3 vacation
days for each month worked.
(iv) The Company will also reimburse you for reasonable
expenses, including travel expenses, incurred in carrying out your
duties and responsibilities under this Agreement. Such expenses will be
reimbursed upon presentation by you from time to time of appropriately
itemized and approved (consistent with the Company's policy) accounts
of such expenditures. All business-related air travel shall be made by
first class airfare, if available.
With respect to any reasonable relocation expenses you may incur
relating to the commencement of your employment with the Company, the Company
will reimburse you for any such expenses (including, without limitation, any
rental expense for a temporary residence and related living expenses until June
30, 1999). With respect to your current residence, the Company will either
reimburse you for the loss, if any, upon a sale by you or purchase such
residence at its appraised value, if necessary, all in accordance with the
Company's relocation policy. Such expenses will be reimbursed upon presentation
by you from time to time of
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<PAGE> 3
appropriately itemized and approved (consistent with the Company's policy)
accounts of such expenditures.
With respect to the termination of your employment by the Company
without Cause (as hereinafter defined) (other than on account of your death or
Permanent Disability), you shall receive the following:
(i) an amount equal to your most recent year's Base Salary
and Bonus, payable in installments pursuant to the normal payroll
practices of the Company over the one year period (or two year's Base
Salary and Bonus, payable over a two year period, if such termination
is after January 1, 2001), commencing with your termination of
employment ("Severance Period"); and
(ii) continued coverage under any employee medical,
disability and life insurance plans in accordance with the respective
terms thereof (other than the requirement of continued employment) for
a period ending upon the earlier of (i) the expiration of the Severance
Period or (ii) the date on which you obtain such coverage under a
comparable plan of a new employer.
In consideration of the compensation and benefits to which you are
entitled hereunder and in order for you to receive the foregoing severance
payments, you hereby agree that while you are employed hereunder and for one
year thereafter (or, if longer, for the duration of the Severance Period) you
will neither compete with the Company, its subsidiaries, nor any of its
affiliates nor solicit individuals who were employed by the Company within 12
months following your termination of employment to leave the employ of, or
compete with, the Company, its subsidiaries, and its affiliates. In addition,
you shall keep confidential at all times any Confidential Information which you
learn while employed hereunder. The foregoing covenants pertaining to
confidentiality, noncompetition, and solicitation shall, except as otherwise
provided for herein, be similar in scope and subject to the same remedies as the
corresponding covenants in the Management Equity Documents.
With respect to any disability which entitles you to long-term benefits
under the Company's long-term disability benefit plan applicable to senior
executives of the Company as in effect on the date hereof ("Permanent
Disability") or upon your death, your employment will be terminated (upon
written notice thereof given by either the Company or you, in the event of
Permanent Disability), and you (or in the event of your death, your beneficiary)
shall receive or commence receiving, as soon as practicable:
(i) the actual Bonus, if any, you would have received in
respect of the fiscal year in which your termination occurs, prorated
by a fraction, the numerator of which is the number of days of the
fiscal year until termination and the denominator of which is 365,
payable at the same time as bonuses are paid to other senior
executives; and
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<PAGE> 4
(ii) any unpaid payments of Base Salary previously earned and
other payments under applicable plans or programs to which you are
entitled pursuant to the terms of such plans or programs.
With respect to any termination of your employment by the Company for
Cause or by you for any reason (other than Permanent Disability or Death), you
shall not be entitled to the payment of any compensation or the provision of any
benefits otherwise included under this Agreement. As used herein, the term
"Cause" shall be limited to (i) your willful and continued failure to perform
your duties with respect to the Company beyond ten (10) days after a written
demand for substantial performance is delivered to you by the Company; (ii) the
engaging by you in misconduct (x) involving dishonesty or breach of trust in
connection with your employment, (y) which would be a reasonable basis for an
indictment of you for a felony or misdemeanor involving moral turpitude or (z)
which results in a demonstrable injury to the Company.
In addition to the foregoing, we have agreed that you will have the
right to be granted 500,000 shares of Company Stock (for which you will pay the
par value of $.01 per share, for a total payment of $5,000), which shall be
restricted stock and subject to forfeiture, and an option to purchase 2,000,000
shares of Company Stock, both of which grants shall be made under, and in
accordance with, the Option Plan (including such vesting, restrictions,
limitations and other provisions as provided for therein and in the other
Management Equity Agreements); provided, however, that the vesting schedule for
the restricted shares and the option shall not exceed twenty percent (20%)
annually. You will also be expected to purchase 250,000 shares of common stock
at $2.00 per share (for a total investment equal to $500,000). All such shares
of purchased common stock and any shares received upon exercise of any of the
options discussed herein shall be subject to the restrictions and conditions set
forth in the Management Equity Agreements. In addition, you will have the right
to be granted (at a per share exercise price of $2.00) an option to purchase
500,000 additional shares of common stock, which bonus option shall become
exercisable at the end of the eighth year following the date of grant; provided,
however, that in the event that the EBITDA targets (set forth on Schedule A,
attached hereto) are achieved, such bonus option shall become exercisable as to
twenty percent (20%) of the Accelerated Shares (as defined on Schedule A) for
each year since the date of grant (as provided for on the attached Schedule A).
All notices or communications hereunder shall be in writing, addressed
as follows:
To the Company:
Spalding Holdings Corporation
_ Kohlberg Kravis Roberts & Co, L.P.
9 West 57th Street
Suite 4200
New York, New York 10019
Attn: Michael T. Tokarz
To you at the address first above written.
-4-
<PAGE> 5
Any such notice or communication shall be delivered by telecopy, by hand, by
courier or sent certified or registered mail, return receipt requested, postage
prepaid, addressed as above (or to such other address as such party may
designate in a notice duly delivered as described above), and the third business
day after the actual date of mailing shall constitute the time at which notice
was given.
Any controversy or claim arising out of or relating to this Agreement
or the breach of this Agreement that cannot be resolved by you and the Company,
including any dispute as to the calculation of your benefits or any payments
hereunder, shall be submitted to arbitration in New York, New York in accordance
with the procedures of the American Arbitration Association, which arbitration
shall be a binding and conclusive settlement of any such claims or disputes.
This Agreement and any dispute thereunder shall be construed, interpreted and
governed in accordance with the laws of the State of New York without reference
to rules relating to conflicts of law. Each party shall bear the costs of any
legal fees and other fees and expenses which may be incurred in respect of
enforcing its respective rights under this Agreement.
You shall be entitled to select (and change, to the extent permitted
under any applicable law) a beneficiary or beneficiaries to receive any
compensation or benefit payable hereunder following your death, and may change
such election, in either case by giving the Company written notice thereof. In
the event of your death or a judicial determination of your incompetence,
reference in this Agreement to you shall be deemed, where appropriate, to refer
to your beneficiary, estate or other legal representative, and the Company shall
pay amounts payable under this Agreement, unless otherwise provided herein, in
accordance with the terms of this Agreement, to your personal or legal
representatives, executors, administrators, heirs, distributees, devisees,
legatees or estate, as the case may be.
This Agreement may be executed in counterparts.
If the foregoing terms and conditions are acceptable and agreed to by
you, please sign on the line provided below to signify such acceptance and
agreement and return the executed copy to the undersigned.
SPALDING HOLDINGS CORPORATION
s/ Marc Lipschultz
----------------------------------------
By: Marc Lipschultz
s/ Michael Tokarz
----------------------------------------
Accepted and Agreed By: Michael T. Tokarz
s/ James R. Craigie
- ------------------------
James R. Craigie
-5-
<PAGE> 6
SCHEDULE A
ACCELERATED EXERCISABILITY OF BONUS OPTION
<TABLE>
<CAPTION>
Your bonus option will become
In the event that the 1999-2000 exercisable to purchase this number
cumulative EBITDA equals or exceeds: of shares ("Accelerated Shares"):
- ------------------------------------ ----------------------------------
<S> <C>
$150 million 250,000
$160 million 500,000
</TABLE>
The Accelerated Shares shall become exercisable on the following accelerated
schedule:
40% as of the determination of the 1999-2000 cumulative EBITDA
60% as of the third anniversary of the grant date
80% as of the fourth anniversary of the grant date
100% on and after the fifth anniversary of the grant date
Any shares not so accelerated shall remain unexercisable until the ninth
anniversary of the grant date.
-6-
<PAGE> 1
Exhibit 10.20
EXECUTED COPY
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT (the "Agreement"), is made, effective as of
February 14, 1999, (the "Grant Date") between SPALDING HOLDINGS CORPORATION, a
Delaware corporation (hereinafter called the "Company"), and James R. Craigie
(hereinafter called the "Participant").
WHEREAS, the Company has adopted the 1996 Stock Purchase and
Option Plan for Key Employees of Evenflo & Spalding Holdings Corporation and
Subsidiaries (the "Plan"), which Plan as it may be amended from time to time is
incorporated herein by reference and made a part of this Agreement. Capitalized
terms not otherwise defined herein shall have the same meanings as in the Plan;
and
WHEREAS, the Committee has determined that it would be in the
best interests of the Company and its stockholders to grant the restricted stock
award provided for herein (the "Restricted Stock Award") to the Participant
pursuant to the Plan and the terms set forth herein.
NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Grant of the Restricted Shares. Subject to the terms and
conditions of the Plan, the Management Stockholder's Agreement (as hereinafter
defined), and the additional terms and conditions set forth in this Agreement,
the Company hereby grants to the Participant a Restricted Stock Award consisting
of 500,000 shares of Common Stock (hereinafter called the "Restricted Shares"),
in consideration of the Participant's payment of the par value of $.01 per share
of Common Stock, for a total payment of $5,000. The Restricted Shares shall vest
and become nonforfeitable in accordance with Section 2 hereof.
2. Vesting
(a) Subject to the Participant's continued employment with the
Company, the Restricted Shares shall vest and become nonforfeitable, with
respect to twenty percent (20%) of the Shares initially granted hereunder, on
December 7, 1999, and on each of the first, second, third and fourth
anniversaries thereof. Notwithstanding the foregoing, in the event the above
vesting schedule results in the vesting of any fractional Shares, such
fractional Shares shall not be deemed vested hereunder but shall vest and become
nonforfeitable when such fractional Shares aggregate whole Shares.
(b) (i) If the Participant's employment with the Company is
terminated for Cause, the Restricted Shares shall, to the extent not
then vested, be forfeited by the Participant without consideration.
"Cause" shall mean (x) the Participant's willful and continued failure
to perform Participant's duties with respect to the Company or its
subsidiaries which continues beyond ten days after a written demand for
substantial performance is delivered to Participant by the Company or
(y) misconduct by Participant involving (I) dishonesty or breach of
trust in connection with Participant's employment which is reasonably
likely to be injurious to the Company or (II) conduct which would
<PAGE> 2
be a reasonable basis for an indictment of Participant for a felony or
for a misdemeanor involving moral turpitude.
(ii) If the Participant's employment with the Company is
terminated as a result of the Participant's death, Permanent Disability
or Retirement, the Restricted Shares shall, to the extent not then
vested and not previously forfeited, immediately become fully vested.
The Participant shall be deemed to have a "Permanent Disability" if the
Participant is unable to engage in the activities required by the
Participant's job by reason of any medically determined physical or
mental impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less
than 12 months. "Retirement" shall mean (x) retirement at age 65 or
over after having been employed by the Company or any subsidiary for at
least five years after the Grant Date or (y) retirement at age 55 or
over if such Participant has been employed with the Company or a
Subsidiary for a minimum of 15 years and after having been employed by
the Company or any subsidiary for at least five years after Base Date
(as defined in Section 7).
(c) Notwithstanding any other provision of this Agreement to
the contrary, in the event of a Change of Control the Restricted Shares shall,
to the extent not then vested and not previously forfeited, immediately become
fully vested. "Change of Control" means (i) a sale of all or substantially all
of the assets of the Company to a Person or Group who is not an Affiliate of
Kohlberg Kravis Roberts & Co. L.P. ("KKR"), (ii) a sale by KKR or any of its
Affiliates resulting in (A) more than 50% of the voting stock of the Company
being held by a Person or Group that does not include KKR or any of its
Affiliates and (B) more than 50% of the seats on the Board of Directors of the
Company being controlled by or being designees of a party or parties other than
KKR or any of its Affiliates, or (iii) a merger or consolidation of the Company
into another Person which is not an Affiliate of KKR. "Person" means an
individual, partnership, corporation, business trust, joint stock company,
trust, unincorporated association, joint venture, governmental authority or
other entity of whatever nature. "Group" means two or more Persons acting
together as a partnership, limited partnership, syndicate or other group for the
purpose of acquiring, holding or disposing of securities of the Company.
"Affiliate" means with respect to the Company, any corporation directly or
indirectly controlling, controlled by, or under common control with, the Company
or any other entity designated by the Board of Directors of the Company in which
the Company or an Affiliate has an interest.
3. Certificates. Certificates evidencing the Restricted Shares
shall be issued by the Company and shall be registered in the Participant's name
on the stock transfer books of the Company promptly after the date hereof, but
shall remain in the physical custody of the Company or its designee at all times
prior to the vesting of such Restricted Shares pursuant to Section 2. The
Participant hereby acknowledges and agrees that the Company shall retain custody
of such certificate or certificates until the restrictions imposed by Section 2
on the Common Stock granted hereunder lapse. As a condition to the receipt of
this Restricted Stock Award, the Participant shall deliver to the Company a
stock power, duly endorsed in blank, relating to the Restricted Shares. No
certificates shall be issued for fractional Shares.
4. Rights as a Stockholder. The Participant shall be the
record owner of the Restricted Shares until or unless such Shares are forfeited
pursuant to Section 2 hereof or pursuant to the terms of the Management
Stockholder's Agreement between the Participant and the Company dated as
December 7,1998 (the "Management Stockholder's Agreement"), and as record owner
shall be entitled to all rights of a common stockholder of the Company,
including,
<PAGE> 3
without limitation, voting rights with respect to the Restricted Shares;
provided that (i) any cash or in-kind dividends paid with respect to the
Restricted Shares which have not previously vested shall be withheld by the
Company and shall be paid to the Participant only when, and if, such Restricted
Shares shall become fully vested pursuant to Section 2 and (ii) the Restricted
Shares shall be subject to the limitations on transfer and encumbrance set forth
in Section 7. As soon as practicable following the vesting of any Restricted
Shares pursuant to Section 2, certificates for the Restricted Shares which shall
have vested shall be delivered to the Participant or to the Participant's legal
guardian or representative along with the stock powers relating thereto.
5. Legend on Certificates. The certificates representing the
vested Restricted Shares delivered to the Participant as contemplated by Section
4 above shall bear the legend set forth in Section 2(b) of the Management
Stockholder's Agreement and shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Shares are listed, and any
applicable Federal or state laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.
6. Transferability. The Restricted Shares may not, at any time
prior to becoming vested pursuant to Section 2, be transferred, sold, assigned,
pledged, hypothecated or otherwise disposed of unless such transfer, sale,
assignment, pledge, hypothecation or other disposition complies with the
provisions of the Management Stockholder's Agreement.
7. Purchaser's Employment by the Company. Nothing contained in
this Agreement or in any other agreement entered into by the Company and the
Participant contemporaneously with the execution of this Agreement (i) obligates
the Company or any subsidiary of the Company to employ the Participant in any
capacity whatsoever or (ii) prohibits or restricts the Company (or any such
subsidiary) from terminating the employment, if any, of the Participant at any
time or for any reason whatsoever, with or without Cause, and the Participant
hereby acknowledges and agrees that, except as otherwise provided in the letter
agreement between the Participant and the Company, effective December 7, 1998
(the "Base Date"), neither the Company nor any other person has made any
representations or promises whatsoever to the Participant concerning the
participant's employment or continued employment by the Company or any
subsidiary of the Company.
8. Change in Capitalization. if, prior to the time the
restrictions imposed by Section 2 on the Shares granted hereunder lapse, the
Company shall be reorganized, or consolidated or merged with another
corporation, any stock, securities or other property exchangeable for such
Shares pursuant to such reorganization, consolidation or merger shall be
deposited with the Company and shall become subject to the restrictions and
conditions of this agreement to the same extent as if it had been the original
property granted hereby.
9. Withholding. It shall be a condition of the obligation of
the Company upon delivery of Restricted Stock to the Participant that the
Participant pay to the Company such amount as may be requested by the Company
for the purpose of satisfying any liability for any federal, state or local
income or other taxes required by law to be withheld with respect to such
Restricted Stock, including the payment to the Company upon the vesting of the
Restricted Shares (or such earlier or later date as may be applicable under
Section 83 of the Code) or other settlement in respect of the Restricted Shares
of all such taxes and requirements. The Company shall be authorized to take such
action as may be necessary in the opinion of the Company's
<PAGE> 4
counsel (including, without limitation, withholding vested Shares otherwise
deliverable to participant hereunder and/or withholding amounts from any
compensation or other amount owing from the Company to the Participant) to
satisfy all obligations for the payment of any such taxes. the Participant is
hereby advised to seek his own tax counsel regarding the taxation of the grant
of Restricted Shares made hereunder.
10. Securities Laws. Upon the vesting of any Restricted
Shares, the Company may require the Participant to make or enter into such
written representations, warranties and agreements as the Committee may
reasonably request in order to comply with applicable securities laws or with
this Agreement, consistent with the terms of the Management Stockholder's
Agreement. The granting of the Restricted Shares hereunder shall be subject to
all applicable laws, rules and regulations and to such approvals of any
governmental agencies as may be required.
11. Notices. Any notice to be given under the terms of this
Agreement to the Company shall be addressed to the Company in care of its
Secretary, and any notice to be given to the Participant shall be addressed to
him at the address given beneath his signature hereto. By a notice given
pursuant to this Section 10, either party may hereafter designate a different
address for notices to be given to him. Any notice which is required to be given
to the Participant shall, if the Participant is then deceased, be given to the
Participant's personal representative if such representative has previously
informed the Company of his status and address by written notice under this
Section 10. Any notice shall have been deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, deposited (with
postage prepaid) in a post office or branch post office regularly maintained by
the United States Postal Service.
12. Governing Law. The laws of the State of Delaware (or if
the Company reincorporates in another state, the laws of that state) shall
govern the interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under principles of
conflicts of laws.
12. Restricted Stock Award Subject to Plan and Other
Management Equity Agreements. The Restricted Stock Award shall be subject to all
terms and provisions of the Plan and of the Management Stockholder's Agreement,
to the extent applicable to the Restricted Shares. In the event of any conflict
between this Agreement and the Plan, the terms of the Plan shall control. In the
event of any conflict between this Agreement or the Plan and the Management
Stockholder's Agreement, the terms of the Management Stockholder's Agreement
shall control.
<PAGE> 5
13. Signature in Counterparts. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.
SPALDING HOLDINGS CORPORATION
By: s/ Robert K. Adikes
-------------------------------------
Its: Vice President
s/ James R. Craigie
- -----------------------------
James R. Craigie
<PAGE> 1
EXHIBIT 15
May 12, 1999
The Board of Directors
Spalding Holdings Corporation
Chicopee, Massachusetts
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Spalding Holdings Corporation and subsidiaries (the "Company")
for the periods ended April 3, 1999 and March 31, 1998, as indicated in our
report dated May 6, 1999; because we did not perform an audit, we expressed no
opinion on the information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended April 3, 1999, is
incorporated by reference in Registration Statement No. 333-14569 on Form S-8 of
Spalding Holdings Corporation.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Hartford, Connecticut
<PAGE> 1
Exhibit 18
May 6, 1999
Spalding Holdings Corporation
425 Meadow Street
Chicopee, MA 01021-0901
At your request, we have read the description included in your Quarterly Report
on Form 10-Q to the Securities and Exchange Commission for the fiscal quarter
ended April 3, 1999, of the facts relating to the Company's change in its method
of inventory valuation from the Last-in, First-out (LIFO) method to the
First-in, First-out (FIFO) method. We believe, on the basis of the facts so set
forth and other information furnished to us by appropriate officials of the
Company, that the accounting change described in your Form 10-Q is to an
alternative accounting principle that is preferable under the circumstances.
We have not audited any consolidated financial statements of Spalding Holdings
Corporation and its consolidated subsidiaries as of any date or for any period
subsequent to December 31, 1998. Therefore, we are unable to express, and we do
not express, an opinion on the facts set forth in the above mentioned Form 10-Q,
on the related information furnished to us by officials of the Company, or on
the financial position, results of operations, or cash flows of Spalding
Holdings Corporation and its consolidated subsidiaries as of any date or for any
period subsequent to December 31, 1998.
Your truly,
Deloitte & Touche LLP
Hartford, Connecticut
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SPALDING HOLDINGS CORPORATION FOR THE FISCAL QUARTER OF
JANUARY 1, 1999 THROUGH APRIL 3, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> APR-03-1999
<CASH> 9,553
<SECURITIES> 0
<RECEIVABLES> 119,851
<ALLOWANCES> 2,448
<INVENTORY> 76,720
<CURRENT-ASSETS> 217,683
<PP&E> 98,257
<DEPRECIATION> (46,682)
<TOTAL-ASSETS> 499,325
<CURRENT-LIABILITIES> 148,092
<BONDS> 551,523
0
100,000
<COMMON> 975
<OTHER-SE> (317,867)
<TOTAL-LIABILITY-AND-EQUITY> 499,325
<SALES> 0
<TOTAL-REVENUES> 117,158
<CGS> 67,738
<TOTAL-COSTS> 45,162
<OTHER-EXPENSES> (586)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,001
<INCOME-PRETAX> (9,159)
<INCOME-TAX> (2,997)
<INCOME-CONTINUING> (6,162)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,162)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SPALDING HOLDINGS CORPORATION FOR THE TRANSITION
PERIOD OCTOBER 1, 1998 THROUGH DECEMBER 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 8,036
<SECURITIES> 0
<RECEIVABLES> 89,687
<ALLOWANCES> 3,491
<INVENTORY> 89,156
<CURRENT-ASSETS> 196,088
<PP&E> 96,332
<DEPRECIATION> (44,672)
<TOTAL-ASSETS> 476,177
<CURRENT-LIABILITIES> 147,123
<BONDS> 524,519
0
100,000
<COMMON> 969
<OTHER-SE> (312,410)
<TOTAL-LIABILITY-AND-EQUITY> 476,177
<SALES> 0
<TOTAL-REVENUES> 56,774
<CGS> 77,420
<TOTAL-COSTS> 61,354
<OTHER-EXPENSES> 2,103
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,911
<INCOME-PRETAX> (98,014)
<INCOME-TAX> (30,193)
<INCOME-CONTINUING> (67,821)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (67,821)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SPALDING HOLDINGS CORPORATION FOR THE PERIOD JANUARY 1,
1998 THROUGH MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> MAR-31-1998
<CASH> 6,393
<SECURITIES> 0
<RECEIVABLES> 255,438
<ALLOWANCES> 5,154
<INVENTORY> 217,797
<CURRENT-ASSETS> 498,008
<PP&E> 205,963
<DEPRECIATION> (89,986)
<TOTAL-ASSETS> 865,358
<CURRENT-LIABILITIES> 337,591
<BONDS> 698,125
0
0
<COMMON> 970
<OTHER-SE> (193,989)
<TOTAL-LIABILITY-AND-EQUITY> 865,358
<SALES> 0
<TOTAL-REVENUES> 242,223
<CGS> 162,397
<TOTAL-COSTS> 77,342
<OTHER-EXPENSES> 3,186
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,331
<INCOME-PRETAX> (20,033)
<INCOME-TAX> (6,762)
<INCOME-CONTINUING> (13,271)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,271)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
