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 June 30, 1997
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 0-20450
Swing-N-Slide Corp.
(Exact name of registrant as specified in its charter.)
Delaware 36-3808989
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1212 Barberry Drive, Janesville, Wisconsin 53545
(Address of principal executive office)
Registrant's telephone number, including area code (608) 755-4777.
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 twelve 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 ninety days.
YES X NO
Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as of the latest practicable date: as of August 6, 1997
there were 7,091,406 shares of Common Stock, par value, $.01 per share,
outstanding.
<PAGE>
SWING-N-SLIDE CORP.
FORM 10-Q
FOR THE THREE MONTHS ENDED JUNE 30, 1997
INDEX
Part I. Financial Information: Page
Unaudited Consolidated Balance Sheets -
December 31, 1996 and June 30, 1997 3
Unaudited Consolidated Interim Statements of Operations
and Retained Earnings -
Three Months Ended June 30, 1996 4
Six Months Ended June 30, 1996
Three Months Ended June 30, 1997 and
Six Months Ended June 30, 1997
Unaudited Consolidated Interim Statements of Cash Flows-
Six Months Ended June 30, 1996 and 5
Six Months Ended June 30, 1997
Notes to Unaudited Interim Consolidated Financial
Statements 6-7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
Part II. Other Information
Item 1 Legal Proceedings
Item 4 Submissions of Matters to Vote
Item 6 Exhibits and Reports on Form 8-K 12-13
Signature 14
<PAGE>
SWING-N-SLIDE CORP.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share data)
December 31, June 30,
ASSETS 1996 1997
Current assets:
Cash $ 1 $569
Accounts receivable, less allowance
for doubtful accounts of $98 and $437 5,637 20,619
Other receivables 550 857
Inventories 7,235 14,323
Prepaid expenses 1,654 1,820
------- -------
Total current assets 15,077 38,188
Property, plant and equipment, net 5,524 16,658
Deferred financing and other costs, net of
accumulated amortization of $914 and
$528 2,478 3,821
Patent cost, net of accumulated amortization
of $253 and $311 1,147 1,089
Goodwill, net of accumulated amortization
of $3,048 and $3,576 21,478 50,333
Deferred income taxes 560 130
------ -------
$46,264 $110,219
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving loan $5,625 $12,320
Accounts payable 2,711 7,372
Accrued income taxes 1 1,110
Accrued expenses 1,155 8,981
Deferred income taxes 110 110
Current portion of long-term debt 7,000 7,261
------- -------
Total current liabilities 16,602 37,154
Long-term debt, net of current portion 23,550 56,266
Convertible subordinated debentures
payable to stockholders 5,323 5,588
Commitments and contingent
liability
Stockholders' equity:
Preferred stock, $.01 par value,
5,000,000 shares authorized,
no shares issued or outstanding - -
Common stock, $.01 par value,
25,000,000 shares authorized,
10,691,406 shares issued 96 107
Class B common stock, $.01 par value,
1,750,000 shares authorized,
no shares issued or outstanding - -
Additional paid-in capital 27,646 32,185
Paid-in capital - stock warrants - 2,723
Excess purchase price over
predecessor basis (5,627) (5,627)
Retained earnings 19,022 22,171
Less 3,600,000 common shares held in
treasury, at cost (40,348) (40,348)
------- -------
Total stockholders' equity 789 11,211
------- -------
$46,264 $110,219
======= =======
Note: The consolidated balance sheet at December 31, 1996 has been
derived from the audited consolidated balance sheet at that date.
See notes to interim consolidated financial statements
<PAGE>
SWING-N-SLIDE CORP.
CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months Six months Three months Six months
ended ended ended ended
June 30, June 30, June 30, June 30,
1996 1996 1997 1997
<S> <C> <C> <C> <C>
Net sales $19,213 $28,815 $34,923 $45,772
Cost of goods sold 8,846 13,429 17,187 23,066
------- ------- ------- -------
Gross profit 10,367 15,386 17,736 22,706
Operating expenses:
Selling 1,990 3,299 5,630 7,746
General and administrative 1,423 2,658 2,339 4,061
Amortization of intangible
assets 362 628 527 871
------- ------- ------- -------
3,775 6,585 8,496 12,678
------- ------- ------- -------
Operating income 6,592 8,801 9,240 10,028
Other expense:
Interest expense 1,061 2,075 2,277 3,502
Other, net 9 2,618 39 55
------- ------- ------- -------
Total other expense 1,070 4,693 2,316 3,557
------- ------- ------- -------
Income before income
taxes and extraordinary
item 5,522 4,108 6,924 6,471
Income tax expense 2,143 1,880 2,633 2,462
------- ------- ------- -------
Income before extraordinary
item 3,379 2,228 4,291 4,009
Extraordinary item, net
of income tax benefit of
$540 - - - 860
Net income 3,379 2,228 4,291 3,149
Retained earnings at
beginning of period 16,301 17,452 17,880 19,022
------- ------- ------- -------
Retained earnings at end
of period $19,680 $19,680 $22,171 $22,171
======= ======= ======= =======
Earnings per common share
and common equivalent
share - primary:
Income before extraordinary
item $0.56 $0.37 $0.56 $0.57
Extraordinary loss - - - (0.12)
------- ------- ------- -------
Net income $0.56 $0.37 $0.56 $0.45
======= ======= ======= =======
Earnings per common share -
assuming full dilution:
Income before extraordinary
item $0.49 $0.35 $0.49 $0.50
Extraordinary loss - - - (0.10)
------- ------- ------- -------
Net income $0.49 $0.35 $0.49 $0.40
======= ======= ======= =======
</TABLE>
See notes to interim consolidated financial statements
<PAGE>
SWING-N-SLIDE CORP.
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Six months Six months
ended ended
June 30, June 30,
1996 1997
Operating activities
Net income $2,228 $3,149
Adjustments to reconcile net income to
net cash provided by operating
activities:
Write-off of unamortized deferred
financing costs - 1,400
Amortization of debt discount - 106
Deferred income taxes 320 430
Depreciation 594 847
Amortization of intangible assets 628 871
Interest converted to convertible
subordinated debentures 71 265
Changes in operating assets and
liabilities (3,835) (6,406)
------- -------
Net cash provided by operating
activities 6 662
Investing activity
Purchase of property, plant and
equipment (129) (675)
Acquisition of GameTime, Inc., net of
cash acquired of $461 and including
transaction costs of $2,627 - (42,566)
------- --------
Net cash used by investing activities (129) (43,241)
Financing activities
Increase in revolving loan 2,800 6,695
Issuances of long-term debt 5,000 63,777
Debt costs incurred (1,242) (3,027)
Proceeds from issuance of warrants - 2,723
Proceeds from issuance of common stock,
net of offering costs 15 4,550
Payments of long-term debt (6,450) (31,571)
------- -------
Net cash provided by financing
activities 123 43,147
------- -------
Increase in cash - 568
Cash at beginning of period 7 1
------- -------
Cash at end of period $7 $569
======= =======
Supplemental disclosure of cash flows
information-cash paid during period for:
Interest $1,790 $1,972
Income taxes 70 369
See notes to interim consolidated financial statements
<PAGE>
Notes to Interim Consolidated Financial Statements
Unaudited
(in thousands, except per share amounts)
June 30, 1997
1. Basis of presentation of unaudited consolidated financial statements
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for year end financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the six months ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 1997. For further information refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996.
2. Net income per common and common equivalent share
Net income per share of common and common equivalent share is based
on the weighted average number of shares of common stock and common stock
equivalents, if dilutive, outstanding during each period.
3. Inventories
Inventories consist of the following: December 31, June 30,
1996 1997
Finished goods and work in process $3,109 $5,279
Raw materials 4,126 9,044
------ -------
$7,235 $14,323
====== =======
4. Extraordinary item
In connection with the prepayment in full of the indebtedness under
the Company's previous credit agreement, the Company wrote-off, as an
extraordinary loss, the unamortized deferred financing costs of $860, net
of an income tax benefit of $540, incurred in connection with the
procurement of the previous credit agreement.
5. Acquisition
On March 13, 1997, the Company's operating subsidiary, Newco, Inc.,
acquired all of the issued and outstanding shares of capital stock of
GameTime, Inc.("GameTime") for $27,000 and the assumption of GameTime
indebtedness of approximately $13,400.
The acquisition was accounted for using the purchase method of
accounting and the total purchase cost was allocated first to assets and
liabilities based upon their respective fair values, with the remainder
allocated to goodwill. The allocation of the purchase price reflected in
the financial statements is based on estimates and may differ from the
final allocation.
The following unaudited pro forma results of operations has been
prepared to give effect to the acquisition as if it occurred on January 1,
1996 and January 1, 1997.
Six Months Ended
June 30,
1996 1997
Net sales $50,971 $52,723
======= =======
Income before extraordinary item $1,833 $3,528
======= =======
Income before extraordinary item per
common and common equivalent share $0.24 $0.46
======= =======
Net income $973 $2,668
======= =======
Net Income per common and common
equivalent share $0.13 $0.35
======= =======
6. Pending accounting change
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change
the method currently used to compute earnings per share and to restate
prior periods. Under the new requirements for calculating primary
earnings per share, the dilutive effects of stock options and warrants
will be excluded. The impact is expected to result in an increase in
primary earnings per share for the three months ended June 30, 1997 and
six months ended June 30, 1997 of $.04 and $.02 per share, respectively.
The impact for these same periods in 1996 is not material. The impact of
Statement 128 on the calculation of fully diluted earnings per share for
these periods is not expected to be material.
<PAGE>
Management's Discussion and Analysis
of
Financial Condition and Results of Operations
Results of Operations:
On March 13, 1997, the Company completed the acquisition of GameTime, Inc.
("GameTime"), a leading manufacturer of modular and custom commercial
outdoor playground equipment for schools, parks, and municipalities.
GameTime was merged into Newco, Inc. ("Newco"), the Company's wholly owned
operating subsidiary as an independent business unit. The results of
operations for GameTime are included with those of the Company from the
date of the acquisition.
Three months ended June 30, 1997, compared to the three months ended June
30, 1996.
Net Sales. Net sales increased by $15.7 million, or 81.8 percent, for the
three months ended June 30, 1997 as compared to the same period a year
ago. The primary reason for the increase in sales for the second quarter
1997 is the significant growth in sales of commercial playground equipment
driven by the recent acquisition of GameTime. Sales for the Company's
consumer products decreased $0.7 million, or 3.8 percent, for the three
months ended June 30, 1997 as compared to the same period a year ago. This
sales decline is mainly due to poor weather in some of the strongest sales
areas during the critical spring selling season.
Gross Profit. Gross profit increased $7.4 million, or 71.1 percent, but
decreased as a percentage of net sales to 50.8 percent for the three
months ended June 30, 1997 as compared to 54.0 percent for the same period
a year ago. The reason for the increase in gross profit dollars for the
three months ended June 30, 1997, is the growth in the commercial
playground equipment sales. The primary reasons for the decrease in gross
profit margin were a greater percentage of sales of the Company's lower
margin product categories, increased high-density polyethylene costs and
the costs associated with market expansion.
Selling Expense. Selling and marketing expenses increased $3.6 million, or
182.9 percent and increased as a percent of new sales to 16.1 percent for
the three months ended June 30, 1997 as compared to 10.4 percent for the
same period a year ago. The dollar increase is mainly attributable to the
inclusion of GameTime's selling and marketing expenses. The increase as a
percentage of net sales is primarily due to the higher selling costs as a
percentage of net sales inherent in the commercial playground segment.
General and Administrative Expenses. General and administrative expenses
increased $0.9 million, or 64.4 percent, but decreased as a percentage of
net sales to 6.7 percent for the three months ended June 30, 1997 as
compared to 7.4 percent for the three months ended June 30, 1996. The
dollar increase is primarily attributable to the inclusion of GameTime's
general and administrative expenses.
Amortization of Intangible Assets. Amortization of financing fees,
goodwill and other intangibles was $0.5 million for the quarter ended June
30, 1997. Amortization increased $0.2 million for the three months ended
June 30, 1997 as compared to the same period in 1996 due to amortization
of the goodwill and financing fees resulting from the March GameTime
acquisition.
Other Expense. Interest expense increased $1.2 million to $2.3 million
for the three months ended June 30, 1997. The increase in interest expense
is mainly due to the additional debt that was incurred in connection with
the GameTime acquisition.
Six months ended June 30, 1997 compared to six months endeed June 30,
1996.
Net Sales. Net sales for the six months ended June 30, 1997 increased
$17.0 million, or 58.8 percent, as compared to the same period in 1996.
The reason for the increase in sales for 1997 is the significant growth in
sales of commercial playground equipment driven by the GameTime
acquisition on March 13, 1997. Sales of the Company's consumer products
decreased $1.5 million, or 5.3 percent, for the six months ended June 30,
1997 as compared to the same period a year ago.
Gross Profit. Gross profit increased $7.3 million, or 47.6 percent, but
decreased as a percentage of net sales to 49.6 percent for the six months
ended June 30, 1997 as compared to 53.4 percent for the same period a year
ago. The main reasons for the decrease in gross profit margin were
increased high-density polyethylene costs and a greater percentage of
sales of the Company's lower margin product categories.
Selling Expense. Selling and marketing expenses increased $4.4 million,
or 134.8 percent, and increased as a percentage of net sales to 16.9
percent for the six months ended June 30, 1997 as compared to 11.4 percent
for the six months ended June 30, 1996. The dollar increase is mainly
attributable to the inclusion of GameTime's selling and marketing
expenses. The increase as a percentage of net sales is mainly due to the
higher selling costs as a percentage of net sales inherent in the
commercial playground segment.
General and Administrative. General and administrative expenses increased
$1.4 million, or 52.8 percent, but decreased as a percentage of net sales
to 8.9 percent for the six months ended June 30, 1997, as compared to 9.2
percent for the same period a year ago. The dollar increase is primarily
due to the inclusion of GameTime's general and administrative expenses
since March 13, 1997.
Amortization of Intangible Assets. Amortization of financing fees,
goodwill and other intangibles was $0.9 million for the six months ended
June 30, 1997 as compared to $0.6 million for the same period a year ago.
Additional amortization resulted from the goodwill and financing fees
associated with the GameTime acquisition.
Other Expense. Interest expense increased $1.4 million to $3.5 million
for the six months ended June 30, 1997. The increase in interest expense
is due to the additional debt that was incurred in connection with the
March 13, 1997 GameTime acquisition.
Other expense decreased to $55,000 for the first six months of 1997 from
$2.6 million for the same period a year ago. Included in other expenses in
1996 were the fees and expenses paid by the Company related to the tender
offer by GreenGrass Holdings on February 15, 1996.
Extraordinary Item. For the six months ended June 30, 1997, the Company
recorded an extraordinary loss of approximately $0.9 million (net of a tax
benefit of approximately $0.5 million) for the write-off of unamortized
deferred financing costs. These costs were written-off in connection with
the repayment in full of the indebtedness under the Company's previous
credit agreement.
Seasonality
Sales of the Company's core product lines are concentrated in the period
from April 1 through September 30 (approximately 65 percent). The timing
of initial stocking orders and fluctuations in customer demand through the
spring and summer months contribute to this pattern.
Liquidity and Capital Resources
On March 13, 1997, the Company's operating subsidiary, Newco acquired all
of the issued and outstanding shares of capital stock of GameTime, Inc.
for $27.0 million and the assumption of GameTime indebtedness of
approximately $13.4 million. Immediately following the acquisition,
GameTime was merged with and into Newco. To provide financing for this
acquisition, to refinance certain indebtedness of the Company, Newco and
GameTime, and to provide funds for working capital purposes, the Company
and Newco entered into certain definitive agreements referenced below.
On March 13, 1997, a group of banks led by Fleet National Bank provided
Newco with a $69.5 million senior credit facility. The facility consists
of (a) a $20.0 million revolving credit facility; (b) a $45.0 million Term
Loan A facility; and (c) a $4.5 million Term Loan B facility. The entire
facility is guaranteed by Swing-N-Slide Corp., and secured by first
priority mortgage or security interest in all of Newco's tangible and
intangible assets, as well as a pledge of 100 percent of the outstanding
shares of Newco Common Stock. In addition, Newco is subject to certain
restrictive covenants which include, among other things, restrictions on
the payment of dividends or issuance of capital stock and a limitation on
additional indebtedness.
Borrowings under the revolving loan facility are limited to specified
percentages of inventories and accounts receivable, not to exceed $20.0
million. The interest rate on the revolving credit facility is either (i)
.75 to 1.50 percent over the prime rate, or (ii) 2.00 to 2.75 percent over
LIBOR, with the precise rate depending upon Newco's debt-to-cash flow
ratio. The revolving credit facility matures on March 13, 2003. Up to $1.0
million of the revolving credit facility is available for the issuance of
letters of credit. At June 30, 1997, the outstanding amount of the
revolving loan facility was $12.3 million.
The Term Loan A facility bears interest at the same rates as the revolving
credit facility. The principal portion of the Term Loan A facility must be
repaid quarterly beginning June 30, 1997, in amounts of between $0.5
million and $2.9 million, with the final quarterly installment due
December 31, 2002. Newco is also required to make annual prepayments on
the Term Loan A facility of between 50 percent and 75 percent of its
excess cash flow.
The Term Loan B facility bears interest at either 2 percent over the prime
rate or 3.25 over LIBOR. The Term Loan B facility matures June 30, 2003,
but must be prepaid quarterly beginning June 30, 1997, in amounts of
between $16,667 and $33,334.
On March 13, 1997, Swing-N-Slide and Newco entered into Securities
Purchase Agreements with Massachusetts Mutual Life Insurance Company and
certain of its affiliates, pursuant to which the Company sold warrants
(the "MassMutual Warrants") to purchase an aggregate of 592,177 shares of
its Class A Common Stock (subject to adjustment), and Newco sold its 12
percent Senior Subordinated Notes due March 13, 2005 (the "MassMutual
Notes"), in the aggregate principal amount of $12.5 million. The
MassMutual Warrants are exercisable at any time during the period
commencing March 13, 1997, and terminating on the later of March 13, 2003,
or the date upon which all of the MassMutual Notes have been paid in full,
at an exercise price of $.001 per share (subject to adjustment).
On March 13, 1997, the Company entered into an Investment Agreement with
GreenGrass Holdings pursuant to which the Company sold to GreenGrass
Holdings 1,087,406 shares of its Common Stock for an aggregate purchase
price of $5.0 million or a per share purchase price of $4.5981 (subject to
adjustment), and sold its Junior Subordinated Bridge Note in the principal
amount of $2.5 million due no later than December 31, 1997 (subject to
prepayment), bearing interest at a rate of 13.5 percent per annum, to be
paid by the issuance of shares of the Company's Common Stock and
accompanied by ten-year warrants to purchase 50,000 shares of such stock
at a per share purchase price of $4.5981 (subject to adjustment).
The Company made capital expenditures totaling approximately $0.7 million
in the six months ended June 30, 1997. The Company continues to evaluate
opportunities for both internal and external growth and believes that
funds generated from operations and its current and future capacity for
borrowing will be sufficient to fund current business operations as well
as future capital expenditures and growth opportunities.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Swing-N-Slide has been named as a defendant in a class action
pending in the Court of Chancery of the State of Delaware, New Castle
County entitled Robert Barbieri v. Swing-N-Slide Corp., Thomas R. Baer,
Richard G. Mueller, Andrew W. Code, James M. Dodson, Peter M. Gotsch,
Terence S. Malone, Henry B. Pearsall and Brian P. Simmons, GreenGrass
Holdings and GreenGrass Management, LLC, Case No. 14239, filed April 14,
1995. The complaint alleges that Swing-N-Slide's purchase of 3.6 million
of outstanding shares of common stock, which was completed in January
1995, was the result of a deceptive and manipulative plan on the part of
the individual defendants to enrich themselves, and further challenges on
similar grounds the February, 1996, purchase by Swing-N-Slide's majority
shareholder, GreenGrass Holdings, of approximately 3.6 million shares of
Swing-N-Slide's common stock and other securities pursuant to a tender
offer. The plaintiffs were granted certification of the two classes of
stockholders consisting of all stockholders other than the defendants at
November 14, 1994, or at March 15, 1995. The relief sought includes the
imposition of a constructive trust on all proceeds of the repurchase
received by the defendants as well as various non-monetary forms of
relief. The parties have conducted discovery. The Company believes it has
substantial defenses to all the claims and that resolution of the claims
should not have any material adverse effect on the financial condition or
results of operations of the Company.
There also was a case in Rock County, Wisconsin Circuit Court entitles
Sirota v. Swing-N-Slide Corp., Case No. 95-CV-726, filed November 17,
1995. This was a derivative action by Sirota on behalf of himself and
Swing-N-Slide against directors Thomas R. Baer, Richard G. Mueller, Andrew
W. Code, James D. Dodson, Peter M. Gotsch, Terence M. Malone, Henry B.
Pearsall and Brian P. Simmons, as well as Newco, Inc. and CHS. The
complaint raised allegations similar to those in the Barbieri action, to
wit, that the defendants breached their fiduciary duties to the
stockholders and Swing-N-Slide as a result of the self-tender offer in
November 1994, but alleges that the breaches damaged Swing-N-Slide, as a
whole, as opposed to individual stockholders. On January 17, 1997, the
parties tentatively agreed to a settlement which was approved by the court
on June 17, 1997. The basic terms of the settlement called for GreenGrass
Holdings to infuse $5.0 million of new equity into the Company and for the
Company to pay plaintiff's counsel $0.3 million in legal fees. The
infusion of $5.0 million of new equity occurred in connection with the
GameTime acquisition on March 13, 1997. The settlement of this case has
not had any material adverse effect on the financial condition or results
of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's annual meeting of shareholders held on May 21,
1997, Richard G. Mueller, David S. Evans, George N. Herrera, Timothy R.
Kelleher, Terence S. Malone, Gary A. Massel and Caroline L. Williams were
elected as directors of the Company for terms expiring in 1998. All
directors were elected by 5,533,130 shares, with 9,933 shares withholding
authority.
Shareholders at the annual meeting also approved the appointment of
Ernst & Young LLP as the Company's independent auditors for 1997. With
respect to the approval of Ernst & Young LLP, 5,538,748 shares were voted
for, 2,465 voted against and 1,850 shares abstained. There were no
broker-nonvotes in connection with the actions taken at the annual
meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibits 11 Statement Re: Computation of Earnings Per Share
Exhibits 27 Financial Data Schedule
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURE
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.
Swing-N-Slide Corp.
Date: August 12, 1997 /s/ Richard E. Ruegger
Richard E. Ruegger,
Vice President-Finance
and Chief Financial Officer
(Duly authorized officer and
Principal Financial and
Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
11 Statement Re: Computation of Earnings Per Share
27 Financial Data Schedule
Exhibit 11 - Statement Re: Computation of Earnings Per Share
<TABLE>
<CAPTION>
Three months Six months Three months Six months
ended ended ended ended
June 30, June 30, June 30, June 30,
1996 1996 1997 1997
(000's omitted, except per share data)
<S> <C> <C> <C> <C>
Primary:
Weighted average shares
outstanding 6,004 6,003 7,722 7,063
======== ======== ======== ========
Income before extraordinary
item $3,379 $2,228 $4,291 $4,009
Extraordinary loss, net
of tax benefit of $540 - - - 860
-------- -------- ------- --------
Net income $3,379 $2,228 $4,291 $3,149
======== ======== ======== ========
Per share amounts:
Income before extraordinary
loss 0.56 0.37 0.56 0.57
Extraordinary loss - - - (0.12)
-------- ------- -------- --------
Net income $0.56 $0.37 $0.56 $0.45
======== ======== ======== ========
Fully diluted:
Weighted average shares
outstanding 6,004 6,003 7,722 7,063
Assumed conversion of 10%
convertible subordinated
debentures 1,012 728 1,155 1,132
-------- -------- -------- -------
Total fully diluted shares 7,016 6,731 8,877 8,195
======== ======== ======== ========
Income before extraordinary
loss $3,379 $2,228 $4,291 $4,009
Add 10% convertible subordinated
debenture interest, net of
tax effect 74 108 86 167
-------- ------- -------- --------
Income before extraordinary
loss assuming conversion 3,453 2,336 4,377 4,176
Extraordinary loss, net of
tax benefit of $540 - - - 860
-------- -------- -------- --------
Net income assuming
conversion of debentures $3,453 $2,336 $4,377 $3,316
======== ======== ======== ========
Per share amounts:
Income before extraordinary
loss 0.49 0.35 0.49 0.50
Extraordinary loss - - - (0.10)
-------- -------- -------- --------
Net income $0.49 $0.35 $0.49 $0.40
======== ======== ======== ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
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