SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 May 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 MARCH 31, 1997
INDEX
Part I. Financial Information: Page
Unaudited Consolidated Balance Sheets -
December 31, 1996 and March 31, 1997 3
Unaudited Consolidated Interim Statements of Operations
and Retained Earnings - Three Months Ended
March 31, 1996 and 1997 4
Unaudited Consolidated Interim Statements of Cash Flows-
Three Months Ended March 31, 1996 and 1997 5
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 2 - Changes in Securities 12
Item 6 - Exhibits and Reports on Form 8-K
Signature
<PAGE>
SWING-N-SLIDE CORP.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share data)
December 31, March 31,
ASSETS 1996 1997
Current assets:
Cash $1 $322
Accounts receivable, less allowance for
doubtful accounts of $98 and $405 5,637 14,841
Other receivables 550 529
Refundable income taxes - 939
Inventories 7,235 13,541
Prepaid expenses 1,654 1,804
---------- ----------
Total current assets 15,077 31,976
Property, plant and equipment, net 5,524 16,678
Deferred financing and other costs, net of
accumulated amortization of $914 and $193 2,478 3,924
Patent cost, net of accumulated amortization
of $253 and $282 1,147 1,118
Goodwill, net of accumulated amortization of
$3,048 and $3,231 21,478 50,348
Deferred income taxes 560 330
--------- ----------
$46,264 $104,374
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving loan $5,625 $13,500
Accounts payable 2,711 8,112
Accrued income taxes 1 -
Accrued expenses 1,155 5,966
Deferred income taxes 110 110
Current portion of long-term debt 7,000 6,204
-------- ----------
Total current liabilities 16,602 33,892
Long-term debt, net of current portion 23,550 58,239
Convertible subordinated debentures payable
to stockholders 5,323 5,323
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 17,880
Less 3,600,000 common shares held in
treasury, at cost (40,348) (40,348)
--------- ---------
Total stockholders' equity 789 6,920
--------- ---------
$46,264 $104,374
========= =========
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)
Three months Three months
ended ended
March 31, March 31,
1996 1997
Net sales $9,602 $10,849
Cost of goods sold 4,583 5,879
---------------- --------------
Gross profit 5,019 4,970
Operating expenses:
Selling 1,309 2,116
General and administrative 1,235 1,722
Amortization of intangible assets 266 344
---------------- --------------
2,810 4,182
---------------- --------------
Operating income 2,209 788
Other expense:
Interest expense 1,014 1,225
Other, net 2,609 16
---------------- --------------
Total other expense 3,623 1,241
---------------- --------------
Loss before income taxes and
extraordinary item (1,414) (453)
Income tax credit (263) (171)
---------------- --------------
Loss before extraordinary item (1,151) (282)
Extraordinary item, net of income
tax benefit of $540 - 860
---------------- --------------
Net loss (1,151) (1,142)
Retained earnings at beginning
of period 17,452 19,022
---------------- --------------
Retained earnings at end of period $16,301 $17,880
---------------- --------------
Loss per common and common equivalent
share:
Loss before extraordinary item ($0.19) ($0.04)
Extraordinary loss - (0.14)
---------------- --------------
Net loss ($0.19) ($0.18)
=============== =============
Weighted average number of
common shares outstanding 6,002 6,359
=============== =============
See notes to interim consolidated financial statements
<PAGE>
SWING-N-SLIDE CORP.
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Three months Three months
ended ended
March 31, March 31,
1996 1997
Operating activities
Net loss ($1,151) ($1,142)
Adjustments to reconcile net loss to
net cash used by operating activities:
Write-off of unamortized deferred
financing costs - 1,400
Amortization of debt discount - 15
Deferred income taxes 160 230
Depreciation 295 323
Amortization of intangible assets 266 344
Changes in operating assets and
liabilities (5,086) (3,526)
-------------- ----------------
Net cash used by operating activities (5,516) (2,356)
Investing activity
Purchase of property, plant and equipment (64) (172)
Acquisition of GameTime, Inc., net of cash
acquired of $461 and including
transaction costs of $2,605 - (42,544)
-------------- ----------------
Net cash used by investing activities (64) (42,716)
Financing activities
Increase in revolving loan 5,240 7,875
Issuances of long-term debt 4,300 63,777
Debt costs incurred (1,225) (2,977)
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 (2,750) (30,555)
-------------- ----------------
Net cash provided by financing
activities 5,580 45,393
-------------- ----------------
Increase in cash - 321
Cash at beginning of period 7 1
-------------- ----------------
Cash at end of period $7 $322
============== ================
Supplemental disclosure of cash flows
information-cash paid during period
for:
Interest $67 $939
Income taxes 70 -
See notes to interim consolidated financial statements
<PAGE>
Notes to Interim Consolidated Financial Statements
Unaudited
(in thousands, except per share amounts)
March 31, 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 three months ended March 31, 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 loss per common and common equivalent share
Net loss 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, March 31,
1996 1997
Finished goods and work in process $3,109 $4,657
Raw materials 4,126 8,884
-------------- ----------------
$7,235 $13,541
============== ================
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.
Three Months Ended
March 31,
1996 1997
Net sales $17,860 $17,800
======= =======
Loss before extraordinary item (1,666) (763)
======= =======
Loss before extraordinary item per
common and common equivalent share (0.22) (0.10)
======= =======
Net loss (2,526) (1,623)
======= =======
Net loss per common and common
equivalent share ($0.33) ($0.21)
======= =======
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 on the calculation of primary earnings per
share for the quarters ended March 31, 1997 and March 31, 1996 is not
material. The impact of Statement 128 on the calculation of fully
diluted earnings per share for these quarters 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 and is referred
to below as the GameTime division. The results of operations for the
GameTime division are included with those of the Company from the date of
the acquisition.
Three months ended March 31, 1997, compared to the three months ended
March 31, 1996.
Net Sales. Net sales increased by $1.2 million, or 13.0 percent, for the
three months ended March 31, 1997 as compared to the same period a year
ago. The reason for the increase in sales for 1997 is the inclusion of the
sales of the Company's GameTime division subsequent to the March 13, 1997
acquisition. Sales for the Company's Swing-N-Slide division decreased $0.8
million, or 8.3 percent, for the three months ended March 31, 1997 as
compared to the same period a year ago. This sales decline is mainly
attributable to changes in timing of customer orders, including ordering
closer to the retail season.
Gross Profit. Gross profit decreased $49,000, or 1.0 percent, and
decreased as a percentage of net sales to 45.8 percent for the three
months ended March 31, 1997 as compared to 52.3 percent for the same
period a year ago. The primary reasons for the decrease in gross profit
margin were increased high density polyethylene costs, the effect of the
GameTime division's sales which typically have a lower gross profit margin
than Swing-N-Slide division's sales, a greater percentage of sales of the
Swing-N-Slide division's lower margin product categories, and the impact
of lower sales volume on fixed overhead costs at the Swing-N-Slide
division.
Selling Expense. Selling and marketing expenses increased $0.8 million,
or 61.7 percent, and increased as a percentage of net sales to 19.5
percent for the three months ended March 31, 1997 as compared to 13.6
percent for the same period a year ago. The dollar increase is mainly
attributable to the inclusion of the GameTime division selling and
marketing expenses subsequent to March 13, 1997 and the Swing-N-Slide
division's investment in new marketing and brand development efforts that
will be introduced during the prime spring selling season. The increase as
a percentage of net sales is primarily due to the impact of lower sales
volume on fixed selling costs at the Swing-N-Slide division and the higher
selling costs as a percentage of net sales inherent at the GameTime
division.
General and Administrative Expenses. General and administrative expenses
increased $0.5 million and increased as a percentage of net sales to 15.9
percent for the three months ended March 31, 1997 as compared to 12.9
percent for the three months ended March 31, 1996. The dollar increase is
primarily attributable to the addition of GameTime division's general and
administrative expenses and an increase in compensation costs at the
Swing-N-Slide division ($0.1 million).
Amortization of Intangible Assets. Amortization of financing fees,
goodwill and other intangibles was $0.3 million for the quarter ended
March 31, 1997. Amortization increased $0.1 million for the first quarter
of 1997 versus 1996 due to additional amortization of the goodwill and
financing fees resulting from the March GameTime acquisition.
Other Expense. Interest expense increased $0.2 million to $1.2 million
for the three months ended March 31, 1997 as compared to the same period a
year ago. The increase in interest expense is mainly due to the additional
debt that was incurred in connection with the GameTime acquisition.
Other expenses decreased to $16,000 for the first quarter 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 three months ended March 31, 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 Swing-N-Slide division's core product lines are concentrated
in the period from January 1 through June 30 (approximately 70-75
percent). The timing of initial stocking orders and fluctuations in
customer demand through the spring and summer months contribute to this
pattern. The GameTime division's sales are subject to somewhat less
seasonality, with revenues peaking between June and August and reaching
lows in January and February.
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 a
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 March 31, 1997, the outstanding amount of the
revolving loan facility was $13.5 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, at the Company's option. 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, the Company and Newco entered into Securities Purchase
Agreements with Massachusetts Mutual Life Insurance Company and also
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).
Total indebtedness on the revolving loan facility typically increases
during the first three months of each year, primarily as a result of
increased levels of working capital to meet the seasonal increase in
production. The Swing-N-Slide division offers a first order dating program
to its major customers which results in March and April being the peak
months for borrowing. Payments for initial orders placed between January 1
and March 31 are typically due during April.
The Company made capital expenditures totaling approximately $0.2 million
in the three months ended March 31, 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.
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
Item 2(c).
Information regarding the issuance by the Company of unregistered
securities during the three month period ended March 31, 1997 is contained
in the Company's Annual Report on Form 10-K, dated March 31, 1997, in Part
II, Item 5 and Part II, Item 7 - "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources," incorporated herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Exhibit
(2.1) Amended and Restated Stock Purchase Agreement, dated as of
March 13, 1997, by and among Newco, Inc., Game Time, Inc.
and Ross D. Siragusa, Jr., John R. Siragusa and Richard D.
Siragusa.(1)
(2.2) Articles of Merger Merging Game Time, Inc. With and Into
Newco, Inc., dated as of March 13, 1997.(2)
(3.1) Amended and Restated Certificate of Incorporation of Swing-
N-Slide Corp.(3)
(3.2) Amended and Restated By-laws of Swing-N-Slide Corp.(4)
(4.1) Credit Agreement, dated as of March 13, 1997, among Swing-
N-Slide Corp., Newco, Inc., the Lenders party thereto and
Fleet National Bank, as lender and agent, together with the
notes related thereto.(5)
(4.2) Securities Purchase Agreement, dated as of March 13, 1997,
among Swing-N-Slide Corp., Newco, Inc. and Massachusetts
Mutual Life Insurance Company, together with the notes and
warrants related thereto.(6)
(4.3) Securities Purchase Agreement, dated as of March 13, 1997,
among Swing-N-Slide Corp., Newco, Inc. and MassMutual
Corporate Investors, together with the note and warrant
related thereto.(7)
(4.4) Securities Purchase Agreement, dated as of March 13, 1997,
among Swing-N-Slide Corp., Newco, Inc. and MassMutual
Participation Investors, together with the note and warrant
related thereto.(8)
(4.5) Securities Purchase Agreement, dated as of March 13, 1997,
among Swing-N-Slide Corp., Newco, Inc. and MassMutual
Corporate Value Partners Limited, together with the note
and warrant related thereto.(9)
(4.6) 10% Convertible Subordinated Debenture due 2004, dated
February 16, 1996, in the original principal amount of
$4,300,000 issued by Swing-N-Slide Corp. to GreenGrass
Holdings.(10)
(4.7) 10% Convertible Subordinated Debenture due 2004, dated
April 25, 1996, in the original principal amount of
$700,000 issued by Swing-N-Slide Corp. to GreenGrass
Holdings.(11)
(4.8) Swing-N-Slide Corp. Bridge Note, dated as of March 13,
1997, in the principal amount of $2,500,000.(12)
(4.9) Warrant No. 1 for the Purchase of Common Stock of Swing-N-
Slide Corp., dated as of March 13, 1997.(13)
(4.10) Amended and Restated Registration Rights Agreement, dated
as of March 13, 1997, between Swing-N-Slide Corp. and
GreenGrass Holdings.(14)
(10.1) Investment Agreement, dated as of March 13, 1997, between
Swing-N-Slide Corp. and GreenGrass Holdings.(15)
(10.2) Lease dated October 13, 1995, between Hovde Development,
Inc., lessor, and Swing-N-Slide Corp., lessee.(16)
(10.3) Lease dated November 1, 1993, between HUFCOR, INC., lessor,
and Newco, Inc., lessee, as amended.(17)
(10.4) Swing-N-Slide Corp. 1996 Incentive Stock Plan.(18)
(10.5) Management Consulting Agreement dated as of February 16,
1996, by and among Newco, Inc., Swing-N-Slide Corp.,
Glencoe Investment Corporation and Desai Capital Management
Incorporated.(19)
(10.6) Acquisition consulting agreement relating to GameTime
transaction dated as of September 6, 1996, by and among
Swing-N-Slide Corp., Glencoe Investment Corporation and
Desai Capital Management Incorporated.(20)
(27) Financial Data Schedule.
(99) Part II, Item 5 and Part II, Item 7 - "Management's
Discussion and Analysis of Financial Condition and Results
of Operations -- Liquidity and Capital Resources" of Swing-
N-Slide Corp.'s Annual Report on Form 10-K (21)
________________________________________
(1) Incorporated by reference to Exhibit 2.1 of Swing-N-Slide Corp.'s
Current Report on Form 8-K dated March 13, 1997 (SEC File Number 0-
20450).
(2) Incorporated by reference to Exhibit 2.2 of Swing-N-Slide Corp.'s
Current Report on Form 8-K dated March 13, 1997 (SEC File Number 0-
20450).
(3) Incorporated by reference to Swing-N-Slide Corp.'s Registration
Statement on Form S-8 (Registration No. 33-48735).
(4) Incorporated by reference to Exhibit 3.2 of Swing-N-Slide Corp.'s
Annual Report on Form 10-K dated March 31, 1997 (SEC File Number 0-
20450).
(5) Incorporated by reference to Exhibits 4.1 through 4.10 of Swing-N-
Slide Corp.'s Current Report on Form 8-K dated March 13, 1997 (SEC
File Number 0-20450).
(6) Incorporated by reference to Exhibits 4.11, 4.15, 4.16, 4.20, and
4.21 of Swing-N-Slide Corp.'s Current Report on Form 8-K dated March
13, 1997 (SEC File Number 0-20450).
(7) Incorporated by reference to Exhibits 4.12, 4.17 and 4.22 of Swing-N-
Slide Corp.'s Current Report on Form 8-K dated March 13, 1997 (SEC
File Number 0-20450).
(8) Incorporated by reference to Exhibits 4.13, 4.18 and 4.23 of Swing-N-
Slide Corp.'s Current Report on Form 8-K dated March 13, 1997 (SEC
File Number 0-20450).
(9) Incorporated by reference to Exhibits 4.14, 4.19 and 4.24 of Swing-N-
Slide Corp.'s Current Report on Form 8-K dated March 13, 1997 (SEC
File Number 0-20450).
(10) Incorporated by reference to Exhibit 10.(i)(1) of Swing-N-Slide
Corp.'s Registration Statement on Form S-2 (Registration No. 333-
3907).
(11) Incorporated by reference to Exhibit 10.(i)(2) of Swing-N-Slide
Corp.'s Registration Statement on Form S-2 (Registration No. 333-
3907).
(12) Incorporated by reference to Exhibit 4.26 of Swing-N-Slide Corp.'s
Current Report on Form 8-K dated March 13, 1997 (SEC File Number 0-
20450).
(13) Incorporated by reference to Exhibit 4.27 of Swing-N-Slide Corp.'s
Current Report on Form 8-K dated March 13, 1997 (SEC File Number 0-
20450).
(14) Incorporated by reference to Exhibit 4.28 of Swing-N-Slide Corp.'s
Current Report on Form 8-K dated March 13, 1997 (SEC File Number 0-
20450).
(15) Incorporated by reference to Exhibit 4.25 of Swing-N-Slide Corp.'s
Current Report on Form 8-K dated March 13, 1997 (SEC File Number 0-
20450).
(16) Incorporated by reference to Exhibit 10.2 of Swing-N-Slide Corp.'s
Annual Report on Form 10-K dated March 31, 1997 (SEC File Number 0-
20450).
(17) Incorporated by reference to Exhibit 10.3 of Swing-N-Slide Corp.'s
Annual Report on Form 10-K dated March 31, 1997 (SEC File Number 0-
20450).
(18) Incorporated by reference to Exhibit 10(iii)(A)(1) of Swing-N-Slide
Corp.'s Registration Statement on Form S-2 (Registration No. 333-
3907).
(19) Incorporated by reference to Exhibit 10.5 of Swing-N-Slide Corp.'s
Annual Report on Form 10-K dated March 31, 1997 (SEC File Number 0-
20450).
(20) Incorporated by reference to Exhibit 10.6 of Swing-N-Slide Corp.'s
Annual Report on Form 10-K dated March 31, 1997 (SEC File Number 0-
20450).
(21) Incorporated by reference to Swing-N-Slide Corp.'s Annual Report on
Form 10-K dated March 31, 1997 (SEC File Number 0-20450).
(b) Reports on Form 8-K
During the three month period ended March 31, 1997, the Company filed a
Current Report on Form 8-K, dated March 13, 1997, reporting under Items 2
and 7 the acquisition of GameTime and certain related transactions. The
following financial statements for GameTime were filed as part of the
March 13, 1997 Form 8-K: (i) balance sheets dated December 31, 1996 and
1995; (ii) statement of operations for the years ended December 31, 1996
and 1995; (iii) statement of changes in stockholders' equity for the years
ended December 31, 1996 and 1995; (iv) statement of cash flows for the
years ended December 31, 1996 and 1995; and (v) the notes thereto. On May
6, 1997, the Company filed Amendment No. 1 on Form 8-K/A, amending the
March 13, 1997 Form 8-K by adding certain pro forma financial information
concerning GameTime and the Company.
<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: May 14, 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
Number Exhibit
(2.1) Amended and Restated Stock Purchase Agreement, dated as of
March 13, 1997, by and among Newco, Inc., Game Time, Inc.
and Ross D. Siragusa, Jr., John R. Siragusa and Richard D.
Siragusa.(1)
(2.2) Articles of Merger Merging Game Time, Inc. With and Into
Newco, Inc., dated as of March 13, 1997.(2)
(3.1) Amended and Restated Certificate of Incorporation of Swing-
N-Slide Corp.(3)
(3.2) Amended and Restated By-laws of Swing-N-Slide Corp.(4)
(4.1) Credit Agreement, dated as of March 13, 1997, among Swing-
N-Slide Corp., Newco, Inc., the Lenders party thereto and
Fleet National Bank, as lender and agent, together with the
notes related thereto.(5)
(4.2) Securities Purchase Agreement, dated as of March 13, 1997,
among Swing-N-Slide Corp., Newco, Inc. and Massachusetts
Mutual Life Insurance Company, together with the notes and
warrants related thereto.(6)
(4.3) Securities Purchase Agreement, dated as of March 13, 1997,
among Swing-N-Slide Corp., Newco, Inc. and MassMutual
Corporate Investors, together with the note and warrant
related thereto.(7)
(4.4) Securities Purchase Agreement, dated as of March 13, 1997,
among Swing-N-Slide Corp., Newco, Inc. and MassMutual
Participation Investors, together with the note and warrant
related thereto.(8)
(4.5) Securities Purchase Agreement, dated as of March 13, 1997,
among Swing-N-Slide Corp., Newco, Inc. and MassMutual
Corporate Value Partners Limited, together with the note
and warrant related thereto.(9)
(4.6) 10% Convertible Subordinated Debenture due 2004, dated
February 16, 1996, in the original principal amount of
$4,300,000 issued by Swing-N-Slide Corp. to GreenGrass
Holdings.(10)
(4.7) 10% Convertible Subordinated Debenture due 2004, dated
April 25, 1996, in the original principal amount of
$700,000 issued by Swing-N-Slide Corp. to GreenGrass
Holdings.(11)
(4.8) Swing-N-Slide Corp. Bridge Note, dated as of March 13,
1997, in the principal amount of $2,500,000.(12)
(4.9) Warrant No. 1 for the Purchase of Common Stock of Swing-N-
Slide Corp., dated as of March 13, 1997.(13)
(4.10) Amended and Restated Registration Rights Agreement, dated
as of March 13, 1997, between Swing-N-Slide Corp. and
GreenGrass Holdings.(14)
(10.1) Investment Agreement, dated as of March 13, 1997, between
Swing-N-Slide Corp. and GreenGrass Holdings.(15)
(10.2) Lease dated October 13, 1995, between Hovde Development,
Inc., lessor, and Swing-N-Slide Corp., lessee.(16)
(10.3) Lease dated November 1, 1993, between HUFCOR, INC., lessor,
and Newco, Inc., lessee, as amended.(17)
(10.4) Swing-N-Slide Corp. 1996 Incentive Stock Plan.(18)
(10.5) Management Consulting Agreement dated as of February 16,
1996, by and among Newco, Inc., Swing-N-Slide Corp.,
Glencoe Investment Corporation and Desai Capital Management
Incorporated.(19)
(10.6) Acquisition consulting agreement relating to GameTime
transaction dated as of September 6, 1996, by and among
Swing-N-Slide Corp., Glencoe Investment Corporation and
Desai Capital Management Incorporated.(20)
(27) Financial Data Schedule.
(99) Part II, Item 5 and Part II, Item 7 - "Management's
Discussion and Analysis of Financial Condition and Results
of Operations -- Liquidity and Capital Resources" of Swing-
N-Slide Corp.'s Annual Report on Form 10-K (21)
________________________________________
(1) Incorporated by reference to Exhibit 2.1 of Swing-N-Slide Corp.'s
Current Report on Form 8-K dated March 13, 1997 (SEC File Number
0-20450).
(2) Incorporated by reference to Exhibit 2.2 of Swing-N-Slide Corp.'s
Current Report on Form 8-K dated March 13, 1997 (SEC File Number
0-20450).
(3) Incorporated by reference to Swing-N-Slide Corp.'s Registration
Statement on Form S-8 (Registration No. 33-48735).
(4) Incorporated by reference to Exhibit 3.2 of Swing-N-Slide Corp.'s
Annual Report on Form 10-K dated March 31, 1997 (SEC File Number
0-20450).
(5) Incorporated by reference to Exhibits 4.1 through 4.10 of Swing-N-
Slide Corp.'s Current Report on Form 8-K dated March 13, 1997 (SEC
File Number 0-20450).
(6) Incorporated by reference to Exhibits 4.11, 4.15, 4.16, 4.20, and
4.21 of Swing-N-Slide Corp.'s Current Report on Form 8-K dated
March 13, 1997 (SEC File Number 0-20450).
(7) Incorporated by reference to Exhibits 4.12, 4.17 and 4.22 of
Swing-N-Slide Corp.'s Current Report on Form 8-K dated March 13,
1997 (SEC File Number 0-20450).
(8) Incorporated by reference to Exhibits 4.13, 4.18 and 4.23 of
Swing-N-Slide Corp.'s Current Report on Form 8-K dated March 13,
1997 (SEC File Number 0-20450).
(9) Incorporated by reference to Exhibits 4.14, 4.19 and 4.24 of
Swing-N-Slide Corp.'s Current Report on Form 8-K dated March 13,
1997 (SEC File Number 0-20450).
(10) Incorporated by reference to Exhibit 10.(i)(1) of Swing-N-Slide
Corp.'s Registration Statement on Form S-2 (Registration No. 333-
3907).
(11) Incorporated by reference to Exhibit 10.(i)(2) of Swing-N-Slide
Corp.'s Registration Statement on Form S-2 (Registration No. 333-
3907).
(12) Incorporated by reference to Exhibit 4.26 of Swing-N-Slide Corp.'s
Current Report on Form 8-K dated March 13, 1997 (SEC File Number
0-20450).
(13) Incorporated by reference to Exhibit 4.27 of Swing-N-Slide Corp.'s
Current Report on Form 8-K dated March 13, 1997 (SEC File Number
0-20450).
(14) Incorporated by reference to Exhibit 4.28 of Swing-N-Slide Corp.'s
Current Report on Form 8-K dated March 13, 1997 (SEC File Number
0-20450).
(15) Incorporated by reference to Exhibit 4.25 of Swing-N-Slide Corp.'s
Current Report on Form 8-K dated March 13, 1997 (SEC File Number
0-20450).
(16) Incorporated by reference to Exhibit 10.2 of Swing-N-Slide Corp.'s
Annual Report on Form 10-K dated March 31, 1997 (SEC File Number
0-20450).
(17) Incorporated by reference to Exhibit 10.3 of Swing-N-Slide Corp.'s
Annual Report on Form 10-K dated March 31, 1997 (SEC File Number
0-20450).
(18) Incorporated by reference to Exhibit 10(iii)(A)(1) of Swing-N-
Slide Corp.'s Registration Statement on Form S-2 (Registration No.
333-3907).
(19) Incorporated by reference to Exhibit 10.5 of Swing-N-Slide Corp.'s
Annual Report on Form 10-K dated March 31, 1997 (SEC File Number
0-20450).
(20) Incorporated by reference to Exhibit 10.6 of Swing-N-Slide Corp.'s
Annual Report on Form 10-K dated March 31, 1997 (SEC File Number
0-20450).
(21) Incorporated by reference to Swing-N-Slide Corp.'s Annual Report
on Form 10-K dated March 31, 1997 (SEC File Number 0-20450).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SWING-N-SLIDE CORP. AS OF AND FOR THE THREE MONTHS
ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 322
<SECURITIES> 0
<RECEIVABLES> 14,841
<ALLOWANCES> 405
<INVENTORY> 13,541
<CURRENT-ASSETS> 31,976
<PP&E> 16,678
<DEPRECIATION> 5,137
<TOTAL-ASSETS> 104,374
<CURRENT-LIABILITIES> 33,892
<BONDS> 63,562
0
0
<COMMON> 107
<OTHER-SE> 6,813
<TOTAL-LIABILITY-AND-EQUITY> 104,374
<SALES> 10,849
<TOTAL-REVENUES> 10,849
<CGS> 5,879
<TOTAL-COSTS> 10,061
<OTHER-EXPENSES> 16
<LOSS-PROVISION> 29
<INTEREST-EXPENSE> 1,225
<INCOME-PRETAX> (453)
<INCOME-TAX> (171)
<INCOME-CONTINUING> (282)
<DISCONTINUED> 0
<EXTRAORDINARY> 860
<CHANGES> 0
<NET-INCOME> (1,142)
<EPS-PRIMARY> (0.18)
<EPS-DILUTED> (0.18)
</TABLE>
