UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 February 28, 1999
Commission file number 0-24450
RAWLINGS SPORTING GOODS COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-1674348
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1859 Intertech Drive, Fenton, Missouri 63026
(Address of Principal Executive Offices) (Zip Code)
(314) 349-3500
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Number of shares outstanding of the issuer's Common Stock,
par value $0.01 per share, as of March 31, 1999: 7,851,570
shares.
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Rawlings Sporting Goods Company, Inc. and Subsidiaries
Consolidated Statements of Income
(Amounts in thousands, except per share data)
(Unaudited)
Quarter Ended Six Months Ended
February 28, February 28,
1999 1998 1999 1998
Net revenues $57,408 $61,822 $91,531 $93,925
Cost of goods sold 39,079 42,404 61,789 65,143
Gross profit 18,329 19,418 29,742 28,782
Selling, general and
administrative expenses 12,285 10,590 22,966 19,594
Unusual charge - - - 500
Operating income 6,044 8,828 6,776 8,688
Interest expense, net 1,186 1,215 2,233 2,095
Other expense, net 30 30 67 71
Income before income
taxes 4,828 7,583 4,476 6,522
Provision for income taxes 1,786 2,844 1,656 2,446
Net income $ 3,042 $ 4,739 $ 2,820 $ 4,076
Net income per common share:
Basic $0.39 $0.61 $0.36 $0.53
Diluted $0.39 $0.61 $0.36 $0.52
Shares used in computing per
share amounts:
Basic 7,834 7,783 7,823 7,759
Assumed exercise of stock
options 29 28 19 24
Diluted 7,863 7,811 7,842 7,783
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
Rawlings Sporting Goods Company, Inc. and Subsidiaries
Consolidated Balance Sheets
(Amounts in thousands, except share data)
(Unaudited)
February 28, August 31,
1999 1998
Assets
Current Assets:
Cash and cash equivalents $ 1,563 $ 862
Accounts receivable, net of allowance
of $2,365 and $2,043 respectively 63,621 40,352
Inventories 52,045 43,573
Prepaid expenses 879 673
Deferred income taxes 4,946 4,946
Total current assets 123,054 90,406
Property, plant and equipment, net 12,989 12,911
Other assets 536 568
Deferred income taxes 17,691 20,321
Goodwill, net 8,219 8,326
Total assets $162,489 $132,532
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 63 $ 61
Accounts payable 17,733 9,047
Accrued liabilities 12,358 12,547
Total current liabilities 30,154 21,655
Long-term debt, less current maturities 77,116 57,048
Other long-term liabilities 7,578 9,577
Total liabilities 114,848 88,280
Stockholders' equity:
Preferred stock, none issued - -
Common stock, 7,834,173 and 7,794,483
shares issued and outstanding,
respectively 78 78
Additional paid-in capital 29,859 29,479
Stock subscription receivable (1,421) (1,421)
Cumulative translation adjustment (1,392) (1,581)
Retained earnings 20,517 17,697
Stockholders' equity 47,641 44,252
Total liabilities and stockholders'
equity $162,489 $132,532
The accompanying notes are an integral part of these consolidated balance
sheets.
<PAGE>
Rawlings Sporting Goods Company, Inc. and Subsidiaries
Consolidated Statements of Cash Flow
(Amounts in thousands)
(Unaudited)
Six Months Ended
February 28,
1999 1998
Cash flows from operating activities:
Net income $2,820 $4,076
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 1,232 799
Deferred income taxes 2,630 2,052
Changes in operating assets and liabilities:
Accounts receivable, net (23,269) (30,919)
Inventories (8,472) (9,250)
Prepaid expenses (206) 113
Other assets (18) (231)
Accounts payable 8,686 5,624
Accrued liabilities and other (2,007) (1,782)
Net cash used in operating activities (18,604) (29,518)
Cash flows from investing activities:
Capital expenditures (1,145) (1,699)
Acquisition of business - (14,098)
Net cash used in investing activities (1,145) (15,797)
Cash flows from financing activities:
Borrowings of long-term debt 33,300 89,900
Repayments of long-term debt (13,230) (46,534)
Issuance of common stock 380 540
Issuance of warrants - 1,271
Net cash provided by financing activities 20,450 45,177
Net increase (decrease) in cash and cash
equivalents 701 (138)
Cash and cash equivalents, beginning of period 862 732
Cash and cash equivalents, end of period $1,563 $ 594
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
Rawlings Sporting Goods Company, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Summary of Significant Accounting Policies.
The accompanying unaudited interim consolidated financial
statements have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission pertaining
to interim financial information and do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements. These
financial statements should be read in conjunction with the
consolidated financial statements and accompanying notes included
in the Company's Annual Report for the year ended August 31,
1998. In the opinion of management, all adjustments consisting
only of normal recurring adjustments considered necessary for a
fair presentation of financial position and results of operations
have been included therein. The results for the six months ended
February 28, 1999 are not necessarily indicative of the results
that may be expected for a full fiscal year.
Note 2: Inventories
Inventories consisted of the following (in thousands):
February 28, August 31,
1999 1998
Raw materials $10,114 $ 9,552
Work in process 1,650 2,497
Finished goods 40,281 31,524
$52,045 $43,573
Note 3: Long Term Debt
In April 1999, the Company amended the current unsecured
credit agreement with a bank group which, among other matters,
changed the interest rate structure based on the ratio of average
debt to adjusted EBITDA. The amended credit agreement, among
other matters, requires the Company to meet certain financial
covenants including a minimum fixed charge coverage, a required
ratio of maximum total debt to capitalization, a maximum ratio of
year end debt to adjusted EBITDA, and a minimum tangible net
worth. The Company is in compliance with these covenants.
<PAGE>
Note 4: Reclassification
Certain reclassifications have been made to the prior year
financial statements to conform with the current year
presentation.
Note 5: Comprehensive Income
In June 1997, the Financial Accounting Standards Board
issued SFAS No. 130, "Reporting Comprehensive Income" which
establishes standards for reporting and disclosure of
comprehensive income and its components. Effective September 1,
1998, the Company adopted SFAS No. 130. For the three months
ended February 28, 1999 and 1998, comprehensive income was
$3,101,000 and $4,586,000 respectively. Comprehensive income for
the six months ended February 28, 1999 and 1998 was $3,009,000
and $3,799,000, respectively.
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition
Statements made in this report that are not historical in
nature, or that state the Company's, or management's intentions,
hopes, beliefs, expectations, or predictions of the future, are
"forward-looking statements" under the Private Securities
Litigation Reform Act of 1995, and involve risks and
uncertainties. The words "should", "will be", "intended",
"continue", "believe", "may", "expect", "hope", "anticipate",
"goal", "forecast" and similar expressions are intended to
identify such forward-looking statements. It is important to
note that any such forward-looking statements are not guarantees
of future performance, and the Company's actual results,
financial condition or business could differ materially from
those expressed in such forward-looking statements. Factors that
could cause or contribute to such differences include, but are
not limited to, those discussed below under the caption
"Cautionary Factors That May Affect Future Results or the
Financial Condition of the Business", as well as those discussed
elsewhere in the Company's reports filed with the Securities and
Exchange Commission. The Company undertakes no obligation to
update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes in
future operating results over time.
RESULTS OF OPERATIONS
Quarter Ended February 28, 1999 Compared
with Quarter Ended February 28, 1998
Net revenues for the quarter ended February 28, 1999 were
$57,408,000 or 7.1 percent lower than net revenues of $61,822,000
for the same quarter last year. Net revenues from baseball
gloves were down $2,782,000, basketballs were down $1,167,000 and
baseballs were down $863,000 from the comparable prior year
quarter. These decreases <PAGE> were partially offset by higher wood
baseball bat net revenues which were up $759,000 from the
comparable prior year quarter. The decrease in net revenues of
baseball gloves and baseballs is primarily due to one large mass
merchandiser pushing orders back until closer to the baseball
season. The decrease in basketball net revenues is primarily
related to decreased sales at several large mass merchandisers
related to the NBA players' strike, lower premium revenues and
the overall soft condition of the basketball category. The
increase in net revenues from wood baseball bats was primarily
driven by Mark McGwire memorabilia and youth baseball and bat
combo sets.
The Company's gross profit was $18,329,000 or 5.6 percent
lower than the gross profit of $19,418,000 for the comparable
prior year period. The gross margin for the quarter was 31.9
percent, 0.5 margin points higher than the comparable prior year
quarter. The gross margin improvement is a result of increased
net revenues of higher margin memorabilia wood baseball bats and
margin improvement on baseball gloves as a result of higher
volume and increased efficiencies on the domestic gloves and a
lower volume of closeout import gloves. That improvement was
partially offset by lower licensing revenues related to the
Company's domestic footwear licensee.
The Company is continuing to look for further production
efficiencies and is currently evaluating its manufacturing and
distribution infrastructure to determine what opportunities exist
to improve customer service and reduce the Company's overall cost
structure. The Company expects to complete these evaluations,
including analysis of asset realizability, before the end of
fiscal 1999. In addition, the Company is in the process of
formulating a multi-year plan which is expected to be completed
by the end of June 1999 and reviewed with the Board of Directors
in July 1999.
Selling, general and administrative expenses (SG&A) were
$12,285,000 or 16.0 percent higher than SG&A expenses of
$10,590,000 in the comparable prior year quarter. The increase
is primarily related to increases in salaries and wages,
royalties, advertising and promotion, professional fees, bad debt
expense and depreciation. SG&A expenses were 21.4 percent of net
revenues, up 4.3 points from the comparable prior year quarter.
Interest expense for the quarter ended February 28, 1999 was
$1,186,000 or 2.4 percent lower than the interest expense of
$1,215,000 in the comparable prior year period. Lower average
interest rates were partially offset by higher average
borrowings, primarily due to higher inventory levels.
<PAGE>
Six Months Ended February 28, 1999 Compared
With the Six Months Ended February 28, 1998
Net revenues for the six months ended February 28, 1999 were
$91,531,000 or 2.5 percent lower than the net revenues of
$93,925,000 in the comparable six month period last year. Net
revenues from baseball gloves were down $2,291,000 and
basketballs were down $1,940,000 from the comparable prior year
period. These decreases were partially offset by higher wood
baseball bat revenues which were up $2,336,000 from the
comparable prior year period. The decrease in baseball gloves is
primarily related to one large mass merchandiser pushing orders
back until closer to the baseball season. The decrease in
basketball net revenues is primarily related to decreased sales
at several large mass merchandisers related to the NBA players'
strike, lower premium revenues and the overall soft condition of
the basketball category. The increase in net revenues from wood
baseball bats was primarily driven by Mark McGwire memorabilia
and youth baseball and bat combo sets.
Gross margin for the six months ended February 28, 1999 was
32.5 percent, 1.9 margin points higher than the comparable period
last year. The gross margin improvement is a result of increased
net revenues of higher margin memorabilia wood baseball bats and
margin improvement on baseball gloves as a result of higher
volume and increased efficiencies on the domestic gloves and a
lower volume of closeout import gloves. That improvement was
partially offset by lower licensing revenues related to the
Company's domestic footwear licensee.
SG&A expenses for the six months ended February 28, 1999
were $22,966,000 compared to SG&A expenses of $19,594,000 in the
comparable prior year period. The increase is primarily related
to increases in salaries and wages, royalties, advertising and
promotion, professional fees, bad debt expense and depreciation.
SG&A expenses were 25.1 percent of net revenues, up 4.2 points
from the prior year period.
The comparable prior year period included an unusual charge
of $500,000 related to changes in the Chief Executive Officer's
position. No unusual charge occurred in the six months ended
February 28, 1999.
Interest expense for the six months ended February 28, 1999
was $2,233,000 or 6.6 percent higher than interest expense of
$2,095,000 in the comparable prior year six month period. Higher
average borrowings as a result of higher working capital levels
were primarily responsible for the increase. Effective interest
rates were lower in the six months ended February 28, 1999 than
in the comparable prior year six month period.
<PAGE>
Seasonality
Net revenues of baseball equipment and team uniforms are
highly seasonal. Customers generally place orders with the
Company for baseball-related products beginning in August for
shipment beginning in November (pre-season orders). These pre-
season orders from customers generally represent approximately 50
percent to 65 percent of the customers' anticipated needs for the
entire baseball season. The amount of these pre-season orders
generally determines the Company's net revenues and profitability
between November 1 and March 31. The Company then receives
additional orders (fill-in orders) which depend upon customers'
actual sales of products during the baseball season (sell-through).
Fill-in orders are typically received by the Company
between February and May. These orders generally represent
approximately 35 percent to 50 percent of the Company's sales of
baseball-related products during a particular season. Pre-season
orders for certain baseball-related products from certain
customers are not required to be paid until early spring. These
extended terms increase the risk of collectibility of accounts
receivable. An increasing number of customers are on automatic
replenishment systems; therefore, more orders are received on a
ship-at-once basis. This change has resulted in shipments to the
customer closer to the time the products are actually sold. This
trend has and may continue to have the effect of shifting the
seasonality and quarterly results of the Company with higher
inventory and debt levels required to meet orders for immediate
delivery. The sell-through of baseball-related products also
affects the amount of inventory held by customers at the end of
the season which is carried over by the customer for sale in the
next baseball season. Customers typically adjust their pre-
season orders for the next baseball season to account for the
level of inventory carried over from the preceding baseball
season. Football equipment and team uniforms are both shipped by
the Company and sold by retailers primarily in the period between
March 1 and September 30. Hockey equipment and uniforms are
shipped by the Company primarily in the period from May 1 to
October 31. Basketballs and team uniforms generally are shipped
and sold throughout the year. Because the Company's sales of
baseball-related products exceed those of its other products,
Rawlings' business is seasonal, with its highest net revenues and
profitability recognized between November 1 and April 30.
Year 2000 Readiness Disclosure
Many software applications, hardware and equipment and chip
systems identify dates using only the last two digits of the
year. These products may be unable to distinguish between dates
in the Year 2000 and dates in the Year 1900. That inability
(referred to as the "Year 2000" issue), if not addressed, could
cause applications, equipment or systems to fail or provide
incorrect information after December 31, 1999, or when using
dates after December 31, 1999. This in turn could have an
adverse effect on the Company due to the <PAGE> Company's direct
dependence on its own applications, equipment and systems and
indirect dependence on those of other entities with which the
Company must interact.
The Company has initiated a comprehensive program to replace
its computer systems and applications with a Year 2000 compliant
enterprise-wide system. The assessment phase of the Company's
system migrations is complete and the systems testing and
implementation stages are in progress. To date, a majority of the
Company's locations and processes have been successfully
integrated to the new system with completion expected by June
1999. The Company has incurred capital expenditures, including
hardware, software, outside consultants and other expenses, of
approximately $2.9 million on its new enterprise-wide system and
expects that full implementation of the system will require an
additional $100,000 over the next year. In addition, the Company
incurred approximately $300,000 in software selection and
training costs that were expensed during fiscal 1998 and fiscal
1997.
The Company has formally communicated with its major vendors
and suppliers to determine the extent to which the Company may be
vulnerable to those third parties' failure to remediate their own
Year 2000 issues. The first phase, which included sending Year
2000 surveys and questionnaires to customers and vendors is
complete and the response evaluation phase is currently in
progress. The Company has not had sufficient response from
vendors to provide an estimate of the potential impact of non-
compliance on the part of such vendors. Management is currently
developing contingency plans which include, but are not limited
to, evaluating alternative vendors who are Year 2000 compliant
and evaluating inventory management plans. It is too early to
determine to what extent, if any, these contingency plans will
have to be implemented. Although the Company expects to be Year
2000 compliant by mid-1999 and does not expect to be materially
impacted by the external environment, such future events cannot
be known with certainty. Furthermore, the Company's estimates of
future migration costs and completion dates are based on
presently available information and will be updated, as
additional information becomes available.
Liquidity and Capital Resources
Working capital increased $24,149,000 during the six months
ended February 28, 1999 primarily the result of the seasonal
increase in accounts receivable and inventories. The current
accounts receivable and inventory levels maintained by the
Company are higher than what management believes is optimal.
Management is currently evaluating its existing terms and dating
programs in order to reduce the accounts receivable balance in
the future. Inventory reduction programs and improved inventory
management practices are also being initiated to reduce inventory
levels and improve cash flow.
Cash flows used in operating activities for the six months
ended February 28, 1999 were $18,604,000, or 37.0 percent lower
than the <PAGE> $29,518,000 used in the comparable prior year period.
The decrease is primarily the result of smaller increases in
accounts receivable and inventory, partially offset by an
increase in accounts payable.
Capital expenditures were $1,145,000 for six months ended
February 28, 1999 compared to $1,699,000 in the comparable prior
year period.
The Company incurred additional net borrowings, primarily
related to seasonal working capital needs, of $20,070,000 in the
six months ended February 28, 1999. This resulted in total debt
as of February 28, 1999 of $77,179,000, or 1.5 percent higher
than the total debt as of February 28, 1998. The increase in
total debt is primarily the result of higher receivable and
inventory levels. As of February 28, 1999 the Company had
outstanding letters of credit of $3,737,000 and available
borrowing capacity of $7,313,000 under its $86,000,000 credit
agreement with banks. Management believes that its current
unsecured credit facility is sufficient to adequately finance its
existing and future operations.
Cautionary Factors That May Affect Future Results or the
Financial Condition of the Business.
Except for the historical information contained herein, the
matters outlined in the management's discussion and analysis are
forward looking statements that involve risks and uncertainties,
such as the intent of the Company to restructure operations and
to finalize a multi-year business plan. It is important to note
that actual results and ultimate corporate actions could differ
materially from those expressed in such forward-looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, quarterly
fluctuations in results, ongoing customer changes in buying
patterns, retail sell rates for the Company's products, demand
and performance of the Company's new products, which may result
in more or less orders than those anticipated and the impact of
competitive products and pricing. In addition, other risks and
uncertainties are detailed from time to time in the Company's SEC
reports, including the report on Form 10-K for the year ended
August 31, 1998.
Item 3. Quantitative and Qualitative Disclosure about Market
Risk
The Company has no material sensitivity to changes in
foreign currency exchange rates or changes in interest rates.
<PAGE>
Part II.
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2 Changes in Securities and Use of Proceeds
None.
Item 3. Defaults on Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The annual Stockholders' Meeting was held on January
14, 1999. At the meeting the following nominees were elected
pursuant to the following votes:
Number of Number of
Nominee Votes for Votes Withheld
Linda L. Griggs 6,970,353 33,446
William C. Robinson 6,981,838 21,961
The following directors' term of office continued after the
meeting:
Linda L. Griggs
Charles L. Jarvie
Michael McDonnell
Stephen M. O'Hara
Michael J. Roarty
William C. Robinson
The approval of the Board of Directors' selection of Arthur
Andersen LLP as independent public accountants was approved
pursuant to the following vote:
For Against Abstain
6,984,079 13,453 6,267
Item 5. Other Information
None.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
RAWLINGS SPORTING GOODS COMPANY, INC.
Date: April 14, 1999 /s/ STEPHEN M. O'HARA
Stephen M. O'Hara
Chairman of the Board and
Chief Executive Officer
Date: April 14, 1999 /s/ REXFORD K. PETERSON
Rexford K. Peterson
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF RAWLINGS SPORTING GOODS COMPANY, INC. CONTAINED IN ITS
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-END> FEB-28-1999
<CASH> 1,563
<SECURITIES> 0
<RECEIVABLES> 65,986
<ALLOWANCES> 2,365
<INVENTORY> 52,045
<CURRENT-ASSETS> 123,054
<PP&E> 27,782
<DEPRECIATION> 14,793
<TOTAL-ASSETS> 162,489
<CURRENT-LIABILITIES> 30,154
<BONDS> 84,694
0
0
<COMMON> 78
<OTHER-SE> 47,563
<TOTAL-LIABILITY-AND-EQUITY> 162,489
<SALES> 91,531
<TOTAL-REVENUES> 91,531
<CGS> 61,789
<TOTAL-COSTS> 61,789
<OTHER-EXPENSES> 22,966
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,233
<INCOME-PRETAX> 4,476
<INCOME-TAX> 1,656
<INCOME-CONTINUING> 2,820
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,820
<EPS-PRIMARY> .36
<EPS-DILUTED> .36
</TABLE>
