FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
1859 Intertech Drive, Fenton, Missouri 63026
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (636) 349-3500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
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 the filing
requirements for at least the past 90 days.
Yes X No ___
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation SK is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting Common Stock held
by nonaffiliates of the registrant as of October 31, 1999 was
$74,093,953.
The number of shares of the registrant's Common Stock, $.01
par value, outstanding as of October 31, 1999 was 7,903,355.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement for the annual
meeting of stockholders are incorporated by reference into Items
10, 11, 12 and 13 of Part III of this report.
<PAGE>
TABLE OF CONTENTS
Page
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 1. Business. . . . . . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties. . . . . . . . . . . . . . . . . . . . . . . 15
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . 16
Item 4. Submission of Matters to a Vote of
Security Holders. . . . . . . . . . . . . . . . . . . . 17
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters . . . . . . . . . . . . . . 17
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . 18
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. . . . . . . . . . . . . . . . . . . . . . . 18
Item 7a. Quantitative and Qualitative Disclosures
Above Market Risk . . . . . . . . . . . . . . . . . . . 22
Item 8. Financial Statements and Supplementary Data . . . . . . 24
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure. . . . . . . . . 40
PART III
Item 10. Directors and Executive Officers of the
Registrant. . . . . . . . . . . . . . . . . . . . . . . 41
Item 11. Executive Compensation. . . . . . . . . . . . . . . . . 41
Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . . . . . . 41
Item 13. Certain Relationships and Related
Transactions. . . . . . . . . . . . . . . . . . . . . . 41
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K . . . . . . . . . . . . . . . . 42
<PAGE>
PART I
ITEM 1. BUSINESS.
General
Rawlings Sporting Goods Company, Inc., ("Rawlings" or the
"Company") is a leading supplier of team sports equipment in
North America and, through its licensee, of baseball equipment
and uniforms in Japan. Under the Rawlings(Registered Trademark)
brand name, the Company provides an extensive line of equipment
and team uniforms for the sports of baseball, basketball and
football. Under the Vic, McMartin and Rawlings brand names, the
Company provides an extensive line of equipment for hockey. The
Company's products are sold through a variety of distribution
channels, including mass merchandisers, sporting goods retailers
and institutional sporting goods dealers. The Company has the
exclusive right, for which it pays royalty fees, to use the logos
of certain sports organizations and events on selected products,
including the logos of the National and American Leagues,
All-Star Game and World Series games for baseballs and the National
Collegiate Athletic Association (the "NCAA") for the sports of
basketball and baseball. In addition, Rawlings' products are
endorsed by more than 45 college coaches, 27 sports organizations
and numerous athletes, including approximately 322 Major League
Baseball players. These persons or entities have entered into
agreements with the Company under which they are paid or provided
products for endorsing Rawlings' products or for permitting the
Company to use their names or logos.
Rawlings was founded in 1887 and since then, the Company has
established a longstanding tradition of innovation in team sports
equipment and uniforms, including the development and
introduction of the first football shoulder pads in 1902, the
original deep pocket baseball glove in 1920 and double knit nylon
and cotton uniforms for Major League Baseball in 1970. Today,
Rawlings manufactures and distributes a broad array of team
sports equipment and products, including baseball gloves,
baseballs, baseball bats, batter's helmets, catcher's and
umpire's protective gear, basketballs, footballs, volleyballs,
soccer balls, football shoulder pads and other protective gear,
hockey sticks, hockey gloves, hockey protective and goalie gear,
team uniforms and various team sports accessories. In addition,
licensees of the Company sell numerous products including
athletic shoes, retail active wear apparel, socks and golf
equipment, using the Rawlings(Registered Trademark) brand name
and logo.
Since 1977, the Company has been the exclusive supplier of
baseballs to the National and American Leagues, the All-Star Game
and the World Series games, with agreements expiring in 2000 for
the All-Star Game and World Series games. In 1999, Rawlings
extended its exclusive rights to the National and American
Leagues through 2005. Since 1994, the Company has been the
exclusive supplier of baseballs to each of the 18 Minor Leagues
with the agreement expiring in 2000. The Company is the leading
supplier of baseball gloves to Major and Minor League players.
Since 1986, Rawlings has been the exclusive supplier of
basketballs for the NCAA Men's and Women's Division I, II and III
tournament championship games, including the Final Four with an
agreement expiring in 2002. Since 1987, Rawlings has been the
exclusive supplier of <PAGE>footballs for the NCAA Division IAA,
II and III championship games with a contract which expired in
1999. In 1999, Rawlings became the official supplier of
baseballs for the NCAA baseball World Series and tournament
expiring in 2004.
In September 1997, the Company acquired the net assets of
the Victoriaville (Vic) hockey business which includes the Vic
and McMartin brands. The Vic hockey business has on ice exposure
including sticks and protective gear with over 100 professional
hockey players.
Products and Markets
The following is a summary of net revenues by principal
product line for the three fiscal years ended August 31, 1999.
Also, refer to Note 16 of the financial statements for additional
information on the Company's operating segments.
Net Revenues by Segment and Primary Product Category
(Amounts in millions)
(Unaudited)
Years Ended August 31,
1999 1998 1997
Sports Equipment:
Baseball $92.2 $94.0 $86.3
Basketball, football and
volleyball 30.7 34.4 29.7
Apparel 21.3 20.7 16.9
Hockey 8.2 8.6 0.7
Miscellaneous 7.0 7.0 7.5
Licensing 6.0 5.9 6.5
Net revenues $165.4 $170.6 $147.6
<PAGE>
The following is a summary of net revenues by geographic
area for the three fiscal years ended August 31, 1999:
Net Revenues by Geographic Area
(Amounts in millions)
(Unaudited)
Years Ended August 31,
1999 1998 1997
Domestic $151.6 $155.1 $137.5
Foreign 13.8 15.5 10.1
Net revenues $165.4 $170.6 $147.6
Sports Equipment
Baseball. The Company is a leading supplier of baseball
equipment in North America and, through its licensee, in Japan.
The Company's products in this area include baseball gloves,
baseballs, softballs, batter's helmets, catcher's and umpire's
protective equipment, aluminum and wood baseball bats, batter's
gloves and miscellaneous accessories.
Rawlings believes it is the leading supplier and offers the
broadest selection of baseball gloves in North America. The
Company offers more than 180 styles, which are often customized
to meet customer preferences. Its gloves range in retail price
from $5.99 for beginners to more than $189.99 for the Heart of
the Hide(Registered Trademark) series, which are used by more
than half of the Major League Baseball players. Rawlings
developed the original deep pocket glove in 1920. The Company
designed this glove in consultation with Bill Doak, a spitball
throwing southpaw with the St. Louis Cardinals, establishing the
Company's tradition of developing innovative products in
consultation with players and coaches. Rawlings has continued to
be a leader in baseball glove design and innovation and has
patented a number of designs, including the TrapEze(Registered
Trademark) pocket design featuring a modified web giving the
appearance of a sixfinger glove, the Fastback(Registered
Trademark) closed back design, the BasketWeb(Registered
Trademark) pocket design which features interwoven strips forming
a natural break on the back to assist in closing the glove and
the Pad Lock(TM) design which uses an adjustable inner cushion
pad and velcro wrist strap to stabilize the hand inside the
glove.
Rawlings believes it is the leading supplier of baseballs in
North America. It offers 14 types of baseballs, which differ by
their design and the materials used in their construction,
including different types of centers, winding materials and
covers which can be made of rubber, vinyl or different qualities
of leather. Rawlings' baseballs range from lowerpriced rubber
balls to the professional baseballs that are sold to National and
American League teams. Rawlings' baseballs are systematically
weighed, measured, tested and inspected to ensure that they meet
Rawlings' quality standards. The National League, American
League, All-Star and World Series<PAGE> baseballs are covered
with alum-tanned leather produced at Rawlings' leather tannery in
Tullahoma, Tennessee and handsewn at Rawlings' manufacturing
facility in Turrialba, Costa Rica. The Company manufactures its
professional baseballs in strict accordance with the rigorous
specifications established by Major League Baseball to ensure
comparability of players' statistics over time.
Since 1977, Rawlings has sold the official baseballs used in
all National and American League games and has furnished the
official baseballs for the All-Star Game and the World Series
games on an exclusive basis. As the official baseball of the
Major Leagues, Rawlings' baseballs are purchased by consumers in
the collectors' and memorabilia market. The value of an
autographed baseball is enhanced if it is an official National or
American League baseball. Rawlings also has nonexclusive rights
to vinyl baseballs with Club logos. Effective in 1994, Rawlings
received the exclusive right to sell the official baseball to all
of the Minor League teams. Rawlings also sells an official
baseball, in certain cases on an exclusive basis, to a number of
leagues including the NCAA, the National Junior College Athletic
Association, the National Association of Intercollegiate
Athletics, the Men's Senior Baseball League, Little League
Baseball and a number of international baseball organizations.
Rawlings believes that it is the leading supplier of
baseball protective equipment in North America. In 1998, the
Company introduced the Lobster(TM) leg guards, which provide
greater flexibility in movement for catchers using this product.
In 1996, the Company introduced the pony tail batter's helmet for
women. In 1995, the Company introduced a one size fits all
batter's helmet that received the award for most innovative
product design at the 1995 National Sporting Goods Association
trade show.
Rawlings believes that it is the second leading supplier of
wood baseball bats sold in North America. The Company sells bats
to a number of Major League and Minor League teams including
substantially all of the wood baseball bats used by Mark McGwire.
The Rawlings' line of wood bats is manufactured at its
Dolgeville, New York facility under the Rawlings(Registered
Trademark) and Adirondack(Registered Trademark) names. The
Company also maintains a line of aluminum baseball and softball
bats that use an innovative technology which was introduced in
fiscal 1998. In fiscal 1998, we recorded a charge to account for
a discontinued line: 2 3/4 inch adult aluminum baseball bats,
which we stopped selling in order to support the NCAA's new
rules, restricting the diameter of the bat barrel. In fiscal
1999, we recorded a charge to account for a voluntary recall of
slow pitch softball aluminum bats.
Basketball, Football and Volleyball. Rawlings sells 22
different types of basketballs, including full-grain, composite
and synthetic leather and rubber basketballs for men and women in
both the youth and adult markets. Since 1986, Rawlings has been
the exclusive supplier of basketballs for the NCAA Men's and
Women's Division I, II and III championship games (including the
Final Four). The basketball contract with the NCAA expires in
2002. The Company is also the official supplier of basketballs
to the National Association of Intercollegiate Athletics.
Rawlings sells 24 different types of footballs, including
full-grain and split leather, vinyl<PAGE> and rubber for both the
youth and adult markets. In addition, the Company sells college
football shoulder pads, other protective gear (other than
football helmets) and accessories. From 1987 to mid-1999,
Rawlings was the exclusive supplier of footballs to the NCAA
Division IAA, II and III championship games. While Rawlings
continues to supply the official football to the National
Association of Intercollegiate Athletics, Rawlings determined the
cost of renewing the NCAA football contract was prohibitive and
chose to reinvest those funds into other programs, such as state
adoptions and the ongoing endorsement by Brett Favre.
Apparel. Rawlings has been selling team uniforms for
approximately 100 years. Several Major League Baseball teams and
players purchase their uniforms from the Company. Apparel
comprised 12.9% of the net revenues of the Company in the year
ended August 31, 1999. The Company believes it has growth
opportunities related to apparel. The Company plans to increase
sales to institutional customers, particularly high school,
collegiate and amateur sports organizations. In 1997, the
Company completed a 21,000 square foot expansion of its Costa
Rica facility in order to expand its stock clothing capacity.
Custom uniforms are manufactured in the Company's Licking,
Missouri facility.
Hockey. In September 1997, the Company acquired the net
assets of the Vic hockey business which includes the Vic and
McMartin brands. Vic's major products include hockey sticks,
hockey protective equipment and goalie protective equipment. The
acquisition of the Vic hockey business has significantly
increased the size of the Company's hockey business.
Miscellaneous. Rawlings derives other net revenues from its
three outlet stores and from its leather tanning facility. The
outlet stores sell seconds, irregular quality and discontinued
items. More than 60% of the items sold at the Company's outlet
stores are Rawlings' products and the balance are sports-related
products purchased from third parties. Approximately 30% of the
leather tanned at Rawlings' tanning facility is sold to third
parties for use in a variety of products.
Licensing
In the year ended August 31, 1999, the Company generated
$6.0 million of licensing revenues on approximately $142 million
of sales made by third parties in Japan and the United States of
products on which the Rawlings(Registered Trademark) brand name
appeared under licensing agreements with the Company. Rawlings
has licensed the use of its brand name since the mid-1970s when
it licensed a Japanese company to use the Rawlings(Registered
Trademark) brand name on clothing sold in Japan. Since then,
Rawlings has licensed its name to ASICS Corporation, a leading
Japanese sporting goods company, for use on all types of baseball
equipment, team uniforms and practice clothing sold in Japan.
The Company also licenses to another Japanese company the use of
the Rawlings(Registered Trademark) brand name on retail active
wear sold in Japan.
In the United States, Rawlings currently has licensing
agreements with 14 companies which are using the
Rawlings(Registered Trademark) brand name on various products
including sportswear, shoes, golf clubs and accessories, sports
bags, socks and toys. The Company retains the right under its
licensing agreements to sample and inspect all licensed products
to ensure that products bearing the Rawlings(Registered
Trademark) brand name meet the Company's quality standards. The
Company intends to <PAGE>continue to license the
Rawlings(Registered Trademark) brand name to strategically extend
the name to other related quality products and to new geographic
areas. The Company believes that such strategic licensing will
enhance the Company's image, consumer recognition and sales of
all of its products.
Foreign
The Company's foreign net revenues constituted approximately
8.4% of its total net revenues in the year ended August 31, 1999.
Rawlings currently distributes its products in more than 40
countries primarily through independent distributors. Of the
Company's foreign net revenues in the year ended August 31, 1999,
approximately $10.8 million came from direct sales in Canada.
The Company works closely with foreign sports organizations
to build participation levels in American team sports outside of
the U.S. The Company supplies baseball, basketball and football
equipment and team uniforms to international sports
organizations, and to leagues in Puerto Rico and a number of
foreign countries including those where Rawlings supplies
baseballs (Argentina, Australia and Spain) and basketballs (Czech
Republic, Germany and Italy). Due to the growing international
popularity of American team sports, the Company believes that
opportunities exist to increase its foreign net revenues.
Sales, Marketing and Distribution
Rawlings' products are sold worldwide. In the United
States, Rawlings sells directly to approximately 4,500 customers
including local sporting goods stores, institutional dealers
(entities that service the sports equipment needs of high school,
collegiate and amateur sports organizations), regional sporting
goods chains (such as Dick's and Modell's), national sporting
goods chains (such as Champs), sporting goods megastores (such as
Sports Authority) and mass merchandisers (such as Wal-Mart and K-Mart).
In recent years, sales to sporting goods megastores and
mass merchandisers have accounted for an increasing amount of the
net revenues of Rawlings. Sales to the ten largest customers of
Rawlings constituted approximately 34% of the total net revenues
of Rawlings in the year ended August 31, 1999 including one
customer (Wal-Mart) which accounted for approximately 13% of 1999
net revenues.
The Company has 49 direct sales employees and 7
manufacturers' representatives who sell its products in the
United States. The Company has two separate sales forces, one to
serve national accounts and one to service institutional dealers
and local sporting goods stores. Sales in Canada are handled by
15 manufacturers' representatives. In addition, seven employees
directly service professional and college teams, coaches and
athletes. The Company primarily utilizes distributors to sell
products overseas, except in Japan, which is covered by licensing
agreements. Rawlings' products are distributed from its
warehouses in Springfield, Licking and Ava, Missouri; Dolgeville,
New York and Daveluyville, Quebec, Canada.
The Company utilizes a variety of promotional techniques to
build brand awareness. Since 1958, Rawlings has annually
presented the Rawlings Gold Glove Award(Registered Trademark) to
the best fielder at each position in each of the National and
American Leagues. The Rawlings Gold Glove Award(Registered
Trademark)<PAGE> is the most prestigious award a baseball player
can receive for his fielding abilities. In addition, Rawlings
promotes its products through the Rawlings Sports Caravan and
Rawlings Dugout. The Rawlings Sports Caravan is comprised of a
tandem tractor trailer containing exhibits on the evolution of
baseball, basketball and football equipment and uniforms, and a
workshop in which demonstrations on the manufacture and repair of
baseball gloves, balls and bats are performed. In addition, the
Caravan appears at sports events such as spring training, opening
day games, the All-Star Game, the World Series games and the
Baseball Hall of Fame induction ceremony. The Rawlings Dugout,
added in 1998, is a trailer replica of a dugout. The replica
dugout is an interactive display, which travels across the
country to make special appearances at softball tournaments,
youth league ballparks and similar venues. The Company also
promotes its products through product endorsements by numerous
professional athletes, coaches and sports organizations. The
Company makes available to retailers various co-op advertising
programs and participates in selected joint marketing and
advertising programs.
In November 1997 the Company entered into a five-year
strategic marketing alliance with Host Communication, Inc. (HCI),
a sports marketing company. Under this agreement, Rawlings and
HCI will jointly market and sell Rawlings' products primarily
through corporate promotions and grassroots events.
Affiliations and Endorsements
Rawlings has the right to use the logos of several
professional and amateur sports organizations and events on
certain of its products. These arrangements include: The
National League of Professional Baseball Clubs (National League
games); The American League of Professional Baseball Clubs
(American League games); Major League Baseball Properties, Inc.
(All-Star, World Series, Divisional Playoffs and League
Championship Series games); the NCAA (baseball and basketball
championships and Final Four games); the 18 Minor Leagues (Minor
League games); the National Association of Intercollegiate
Athletics; the National Junior College Athletic Association; the
Men's Senior Baseball League; the National Hockey League; the
American Hockey League; the East Coast Hockey League, and USA
Hockey.
In addition, the Company's baseball products are endorsed by
numerous athletes, including approximately 322 Major League
Baseball players such as Ken Griffey Jr., Randy Johnson, Mark
McGwire, Cal Ripken Jr. and Sammy Sosa. The Company's basketball
products carry endorsements from approximately 32 college coaches
including basketball's Lute Olson, Nolan Richardson and Marian
Washington. The Company's football products are endorsed by
Brett Favre of the Green Bay Packers. The products related to
the Vic hockey business are used by over 100 professional hockey
players and endorsed by players such as Zigmund Palffy, Jeff
Hackett and Bill Guerin.
The Company believes that endorsements by professional
athletes and college coaches and affiliations with sports
organizations enhance the Company's image and improve sales of
its products. The Company's strategy is to obtain a broad array
of endorsements and affiliations from national and regional
sports organizations, college coaches and professional athletes
in order to position its products to appeal to regional customer
preferences, as well as to achieve national<PAGE> recognition.
The licensing agreements with Major League Baseball
Promotional Corporation and the 18 Minor Leagues, under which
Rawlings is licensed to produce the baseballs used in the All-Star,
World Series, Divisional Playoffs and League Championship
Series games, the official baseballs for the Minor League games
and the NCAA basketball and baseball contracts, provide that the
agreements will be subject to termination upon a change of
control of Rawlings, as defined in the agreements, unless the
change of control is approved by the Major League Baseball
Promotional Corporation, the Minor Leagues or the NCAA.
Manufacturing, Product Procurement and Raw Materials
Products manufactured in Rawlings' eight plants constituted
approximately 33% of its net revenues in the year ended August
31, 1999 and the balance was derived from the sale of products
manufactured by third-parties in Asia and Latin America and from
licensing fees. The third-party sourced products are
manufactured according to the Company's specifications by
third-party manufacturers located outside the United States,
including the Philippines, China, Thailand, Taiwan, Korea,
Indonesia, Russia, Micronesia, Mexico and Guatemala. Each of
five suppliers, Trion Corporation, Cortina International, Inc.,
Samyang Tongsang Company Limited, Topball Trading Co., Ltd. and
Tayang Sporting Goods Co., Ltd., account for approximately 10% of
the Company's raw material and finished goods purchases. The
Company does not maintain formal supply contracts with these
suppliers. The Company seeks to establish and build close
working relationships with its third-party manufacturers that
emphasize service, quality, reliability, loyalty and commitment.
The Company continually monitors its sourced products to ensure
they meet the Company's quality standards. The Company's
arrangements with its non U.S. suppliers are subject to the risks
of doing business abroad. The Company believes that the loss of
any one of its non U.S. manufacturers would not have a material
adverse effect on the Company's business and results of
operations because other manufacturers are available to fulfill
the Company's requirements.
Rawlings operates eight manufacturing facilities in the
United States, Canada and Costa Rica where it makes baseballs,
apparel, baseball gloves, injection molded accessories, tanned
leather, wood baseball bats, hockey sticks, gloves and pants. In
1994 the Company began relocating production of stock apparel to
its Costa Rica factory to reduce operating costs. In 1997, the
Company completed an expansion of capacity of its Costa Rica
facility for additional stock apparel manufacturing. In 1999,
Rawlings continued its policy of outsourcing items where internal
manufacturing does not provide a competitive advantage by
outsourcing footballs, additional baseball gloves and some hockey
equipment.
Rawlings obtains its raw materials from various sources
which it considers to be adequate for fulfilling its
requirements. To assure access to the highest quality leather
for its baseballs, the Company acquired its Tennessee leather
tanning facility in 1985. The Company depends upon a limited
number of vendors for leather for its Heart of the
Hide(Registered Trademark) baseball gloves. If any of these
sources of raw materials were unavailable to the Company, the
Company's operations could be adversely affected until
alternative sources were found in the necessary quantities.
<PAGE>
Trademarks and Patents
The Rawlings(Registered Trademark) brand name and logo and
the red "R" (Registered Trademark) logo as well as a number of
product trademarks, including Finest in the Field(Registered
Trademark), Rawlings Gold Glove Award(Registered Trademark) and
The Mark of a Pro(Registered Trademark), are protected trademarks
in various countries. As of August 31, 1999, Rawlings held 34
U.S. and 8 non U.S. patents, and had 6 U.S. patent applications
and 7 non U.S. patent applications pending. Although Rawlings
believes that collectively its patents are important to its
business, the loss of any one patent would not have a material
adverse effect on the Company's business and results of
operations.
Competition
Rawlings competes with numerous national and international
companies which manufacture and distribute broad lines of
sporting goods and related equipment and sports clothing as well
as numerous manufacturers and suppliers of a limited variety of
such products. Certain of the Company's competitors offer sports
equipment not sold by the Company. Some of the Company's
competitors are larger, and have substantially greater financial
and other resources, than Rawlings. The Company's principal
competitors include Wilson Sporting Goods Company (a wholly owned
subsidiary of Amer Group Ltd.), Diamond Baseball Company,
Spalding and Mizuno Company Limited in the baseball product line;
Wilson Sporting Goods Company, Spalding and Riddell Sports Inc.
in the basketball and football lines; and Russell Corporation and
Wilson Sporting Goods Company in the apparel line; and Nike Bauer
Hockey and The Hockey Company in hockey. While Rawlings is one
of the leading manufacturers and distributors of team sports
equipment in North America, competition in the sporting goods
industry is intense and is based upon quality, price, product
features and brand recognition. In addition, the competitive
barriers to entry into the sporting goods industry in general are
not significant.
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;<PAGE> 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. To offset these risks, the
Company implemented in 1999 for the Spring 2000 season a Port of
Entry (POE) program to encourage retailers to place early orders,
as well as other changes in credit terms to reduce risk and debt
levels in 2000.
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.
Employees
As of August 31, 1999, Rawlings employed approximately 1,520
people on a full-time basis, of whom 690 were based in the United
States; 119 in Canada and 711 in Costa Rica. Of the total number
of employees, approximately 1,319 were engaged in manufacturing,
151 were engaged in marketing and sales and 50 were engaged in
administration. Approximately 270 of Rawlings' domestic
employees are represented by the Union of Needletrades of
Industrial Textile Employees, AFL-CIO-CLC or the Local 682 of the
International Brotherhood of Teamsters, Chauffeurs, Warehousemen
and Helpers of America, under collective bargaining agreements
which expire in November 2002 and February 2000, respectively.
Both of these agreements automatically renew themselves for a
period of twelve months from year to year thereafter, unless
modified or terminated by written notice at least sixty days
prior to any subsequent anniversary date. Rawlings believes that
relations with its employees are good and that the collective
bargaining agreements will be extended without material changes
from the current contract.
YEAR 2000 ISSUES
In 1998 the Company initiated a comprehensive program to
replace its computer systems and applications with a Year 2000
compliant enterprise-wide system. The Company completed the
installation of its main J.D. Edwards operating system in fiscal
1999. The remaining systems to be replaced relate to the outlet
store operations, the Costa Rican facility and Vic operations and
primarily consist of replacing personal computer hardware. 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 not require
significant additional costs. The Company incurred approximately
$300,000 in software selection and training costs that have been
expensed since the beginning of<PAGE> 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. This included sending Year 2000 surveys and
questionnaires to customers and vendors. Based on the responses
received to date, the Company does not foresee any impact of
non-compliance on the part of its major 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. Although
the Company expects to be Year 2000 compliant by the completion
of 1999 and does not expect to be materially impacted by the
external environment, such future events cannot be known with
certainty.
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS, FINANCIAL
CONDITION OR BUSINESS
Statements made in this report, other reports and proxy
statements filed with the Securities and Exchange Commission,
communications to stockholders, press releases and oral
statements made by representatives of the Company 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" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended,
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 performance, and 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 as well as those discussed
elsewhere in 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, financial condition or business over time.
Dependence on Baseball. Sales of baseball-related products
constituted approximately 56% of the total net revenues of
Rawlings in the year ended August 31, 1999. Adverse publicity or
news coverage regarding professional or amateur baseball, strikes
or other stoppages in play by athletes or umpires could create
fan disaffection that could have a material adverse effect on the
Company's sales. Similarly, poor weather conditions during the
baseball season could have a material adverse effect on the
Company's sales.
Dependence on Foreign Manufacturing. The Company's
dependence on foreign manufacturing is described above under
"Manufacturing, Product Procurement and Raw Materials" and is
subject to the risks of doing business abroad, such as changes in
import duties, trade restrictions, work stoppages, labor laws,
political instability, foreign currency fluctuations and other
factors which could have a material adverse effect on the
Company's business and results of operations.
<PAGE>
Seasonality. Customers generally place orders with the
Company for baseball-related products beginning in August for
shipment beginning in November (pre-season orders). 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, which may shift in the future due to the trends
discussed above.
Reliance on Certain Customers. Sales to the ten largest
customers of Rawlings constituted approximately 34% of the total
net revenues of Rawlings in the year ended August 31, 1999,
including one customer, Wal-Mart, which accounted for
approximately 13% of 1999 net revenues. Although the Company has
long-established relationships with many of its customers, the
Company does not have long-term supply contracts with them. A
decrease in business from any of its major customers could have a
material adverse effect on the Company's results of operations
and financial condition.
Litigation. Like similar manufacturing companies, the
Company is subject to various federal, state and local
environmental laws relating to air emissions, water discharges
and the storage, handling, disposal and remediation of petroleum
and hazardous substances. In addition, the Company is
periodically subjected to product liability claims and
proceedings involving its patents and other legal proceedings
which have not historically had a material adverse effect on the
Company. See "Legal Proceedings."
Credit Agreement Restrictions. The Company's credit
agreement with its existing lenders contains certain restrictions
on the Company, including requirements as to the maintenance of
net worth and certain financial ratios, payment of cash
dividends, incurrence of additional indebtedness and the
limitation of capital expenditures and there can be no assurance
that the Company will be able to achieve and maintain compliance
with those restrictions or obtain waivers to any non-compliance.
Additionally, the Company is currently not in compliance with
certain debt covenants contained in its amended and restated
credit agreement with its current bank group. The Company has
obtained a waiver of these covenants through December 31, 1999.
The Company is pursuing a refinancing of its debt and
believes it can successfully conclude a long term debt refinancing.
In December 1999, the Company received a commitment to refinance
its long-term credit facility. The credit facility will be asset
based and supported by the Company's receivables, inventory and
property, plant and equipment. Additionally, the facility
provides for an incremental seasonal advance. The facility is
scheduled to close and be funded prior to December 31, 1999. The
proceeds from this new facility will be used to pay-off the
existing credit facility. See "Management's Discussion and
Analysis of Results of Operations and Financial Condition
Liquidity and Capital Resources."
Additional Factors. Additional risks and uncertainties that
may affect future results of operations, financial condition or
business of the Company include, but are not limited to: (i)
interest in collectible sports memorabilia and the financial
condition of memorabilia resellers; (ii) demand for the Company's
products; (iii) the effect of economic and industry conditions on
prices for the Company's products and its cost structure; (iv)
negative reports by brokerage firms,<PAGE> industry and financial
analysts regarding the Company or its products which may have the
effect of reducing the reputation, goodwill or customer demand
for, or confidence in, the Company's products; and (v) the
ability to attract and retain capital for growth and operations
on competitive terms. (See discussion above on Credit Agreement
restrictions.)
EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE POSITION
Stephen M. O'Hara 44 Chairman of the Board and
Chief Executive Officer
Howard B. Keene 57 President and Chief Operating
Officer
Michael L. Luetkemeyer 50 Chief Financial Officer
Stan W. Morrison 48 Executive Vice President,
Sales and Marketing
Ted C. Sizemore 54 Senior Vice President,
Worldwide Baseball Affairs
J. Michael Thompson 42 Vice President, Sales
Jonathan C. Hodgins 36 Vice President, Marketing
Stephen M. O'Hara has served as Chairman of the Board and
Chief Executive Officer since November 1998. From November 1994
until August 1998, Mr. O'Hara served as President of Specialty
Catalog Corporation (SC), a public company, which is a direct
marketer of niche consumer products. From November 1991 through
November 1994, Mr. O'Hara was President of SC's largest
subsidiary, Wigs by Paula, Inc., including the period of time
when SC and its subsidiaries were in Chapter 11. Prior to 1991,
Mr. O'Hara held various marketing positions at consumer product
companies including Procter & Gamble, Kraft General Foods and CML
Group. Mr. O'Hara has a MBA degree from the Harvard Graduate
School of Business and an AB degree from Harvard College.
Howard B. Keene has served as President and Chief Operating
Officer since October 1997. From October 1997 to October 1998,
Mr. Keene served as interim Chief Executive Officer and
President. From April 1995 to October 1997 Mr. Keene served as
Chief Operating Officer. From November 1992 to March 1995, Mr.
Keene served as Vice President, Foreign Activity and Procurement
of Rawlings. From February 1990 to November 1992, Mr. Keene
served as International Purchasing Consultant for all divisions
of Figgie International, Inc. He was President of Rawlings from
1987 to February 1990. From 1973 to 1987, Mr. Keene held various
positions at Rawlings, primarily in product procurement. Mr.
Keene has an undergraduate degree from Southern Illinois
University.
Michael L. Luetkemeyer has served as Chief Financial Officer
of the Company since October 1999. From June 1998 until October
1999, Mr. Luetkemeyer had a financial consulting practice. From
July 1997 until May 1998 Mr. Luetkemeyer served as Chief
Financial Officer of Electronic Retailing Systems, Inc. (NASDAQ).
Prior to 1997, Mr. Luetkemeyer held various<PAGE> financial
positions at major industrial companies including General
Electric, Lockheed-Martin and Harris Corporation. Mr.
Luetkemeyer has a M.A. degree from the University of Missouri and
undergraduate degrees from Rollins College and Southwest Missouri
State University.
Stan W. Morrison has served as Executive Vice President,
Sales and Marketing of Rawlings since February 1999 having
re-joined Rawlings as Vice President of Sales and Marketing in
September of 1998. From 1993 to 1998, Mr. Morrison served as
President of Legends Athletic, a $22 million sports apparel
company. From 1985 to 1993, Mr. Morrison served as Senior Vice
President of Sales and Marketing for Swingster, a $180 million
sports apparel company. Prior to 1985, Mr. Morrison held various
sales and marketing positions at Rawlings. Mr. Morrison has an
undergraduate degree from the University of Missouri.
Ted C. Sizemore has served as Senior Vice President,
Worldwide Baseball Affairs for Rawlings since 1984, with primary
responsibility for maintaining and strengthening the Company's
relationship with sports organizations, players and coaches.
Prior to 1984, Mr. Sizemore was a Major League Baseball player
who played second base for a number of teams, including the Los
Angeles Dodgers, the St. Louis Cardinals and the Philadelphia
Phillies. Mr. Sizemore received Rookie of the Year honors with
the Los Angeles Dodgers in 1969. Mr. Sizemore has an
undergraduate degree from the University of Michigan.
J. Michael Thompson has served as Vice President, Sales of
Rawlings since July 1994. Mr. Thompson joined Rawlings in 1984
as a sales representative and was promoted in 1989 to western
regional sales manager. Mr. Thompson has an undergraduate degree
from the University of Southern Colorado.
Jonathan C. Hodgins has served as Vice President, Marketing
since April 1999. Prior to that he was President, Vic Hockey
Division from September 1997 to April 1999. From September 1996
until joining the Company, Mr. Hodgins served as President and
Chief Executive Officer of USA Skate, Inc., the previous owner of
the Vic hockey business. From 1990 to 1996 Mr. Hodgins was
employed by CCM/Sports Maska, Inc. in various management and
executive capacities. From 1986 to 1990 Mr. Hodgins was employed
by Canstar Sports Group in product management. Mr. Hodgins has
an undergraduate degree from the University of Western Ontario.
<PAGE>
ITEM 2. PROPERTIES
The following table sets forth certain information as of
August 31, 1999 relating to Rawlings' principal properties:
<TABLE>
<CAPTION>
Approximate Owned or
Location Purpose/Products Size (sq. ft.) Leased
<S> <C> <C> <C>
Ava, Missouri Manufacturing of 90,000 Leased
(two adjoining baseball gloves, 60,000 Leased
facilities) batter's helmets
and injection molded
accessories, as well
as ball inflation
and customization
Daveluyville, Manufacturing of 74,000 Owned
Quebec Canada hockey sticks and
Canadian distribution
center
Dolgeville, Manufacturing of 80,500 Owned
New York wood baseball bats
(three properties)
Fenton, Missouri Corporate headquarters 26,100 Leased
(two facilities) Research & Development 9,100 Leased
Licking, Missouri Manufacturing of apparel 55,400 Owned
(two facilities) 55,000 Leased
London, Ontario Manufacturing of 5,000 Leased
Canada goaltending equipment
Montreal, Quebec Manufacturing of 9,600 Leased
Canada hockey protective
Springfield, Warehouse/distribution 83,500 Owned
Missouri center 66,000 Leased
(two facilities)
Tullahoma, Leather tanning 69,000 Owned
Tennessee
Turrialba, Manufacturing of baseballs 54,000 Owned
Costa Rica and apparel
</TABLE>
In addition, Rawlings leases an average of 5,000 square feet
for each of its three outlet stores. Rawlings also leases space
for five regional sales offices.
The Company believes that its facilities are suitable for
their present and intended purposes and adequate for the
Company's current and expected levels of operations.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS.
Environmental Matters
Like similar manufacturing companies, the Company is subject
to various federal, state and local environmental laws, including
those relating to air emissions, water discharges, and the
storage, handling, disposal and remediation of petroleum and
hazardous substances. The Company is not currently identified as
a potentially responsible party under the federal Superfund law
or comparable state laws at any of its properties or in
connection with its shipments of waste from any of its facilities
to offsite disposal locations.
The Company has been conducting environmental investigation
and remediation activities at its Dolgeville, New York facility
(the "Site") with respect to the release of wood pitch into
surrounding soil and surface water. In November 1997, the
Company entered into a Voluntary Agreement with the New York
State Department of Environmental Conservation (the "NYSDEC") to
conduct certain environmental remediation activities related to
the presence of wood pitch in the soils at the Site. The wood
pitch was generated as a result of the operation, before
Rawlings' ownership of the Site, of a retort facility by a third
party unrelated to Rawlings. In December 1997, an environmental
consulting firm retained by Rawlings initiated remediation
activities under the oversight of the NYSDEC. In conducting the
remediation activities under the Voluntary Agreement, it was
discovered that the actual volume of wood pitch substantially
exceeded the amount originally estimated by the environmental
consulting firm. Some of the unanticipated, additional wood
pitch has been remediated in accordance with the requirements of
the Voluntary Agreement. The Company believes that a portion of
the unanticipated, additional volume of wood pitch remaining at
the Site may be outside the scope of the current Voluntary
Agreement. Nevertheless, the Company expects to be required to
address such additional wood pitch through an amendment to the
Voluntary Agreement. In May 1998, the Company's environmental
consultants completed an investigation of the amount of the
additional wood pitch at the Site. Based upon the report
received from the environmental consultants and the Company's
historical experience with environmental matters at this Site,
the Company recorded a $975,000 charge in 1998 to remediate the
additional unanticipated wood pitch, which is reflected in
unusual charges in the accompanying consolidated statement of
income for fiscal 1998. In the year ended December 31, 1993, the
Company recorded a charge of $1,559,000, which included the
estimated clean up costs at this site. The Company's reserve for
remediation costs as of August 31, 1999 was $987,000. In
management's estimation, this amount is adequate to cover the
expected remediation activities at the wood pitch Site.
In June 1998, the Company filed an action in the Northern
District of New York against Trident Rowan Group, Inc. (Trident
Rowan), which the Company believes is the successor to the entity
which owned the wood pitch Site during the period in which the
wood pitch contamination occurred. The Company believes that the
case against Trident Rowan is strong and all or a portion of the
clean up costs associated with the wood pitch at the Site may be
recoverable. However, due to the uncertainty associated with
this matter, no receivable associated with a potential recovery
has been recorded at this time and there can be no assurance that
any amount will be recovered.
<PAGE>
Litigation and Other Liabilities
The nature of the Company's products has subjected it to
product liability claims from time to time which have not had a
material adverse effect on the Company. In addition, the Company
is from time to time subject to proceedings involving its patents
which have not had a material adverse effect on the Company. The
Company expects that it will be subject to product liability
claims and proceedings involving its patents in the future due to
the nature of its products. The Company did not assume any
litigation or product liability of the Rawlings' business
relating to incidents that occurred prior to July 8, 1994. A
possibility exists, however, that the Company could be liable for
liabilities of the Rawlings' business not assumed by the Company
in the July 8, 1994 net asset transfer under a theory of
successor liability. While the former parent has agreed to
indemnify the Company for such liabilities, as well as certain
other obligations that relate to the assets and liabilities of
the Rawlings' business, there can be no assurance that the former
parent will be able to fulfill these indemnification obligations
to the Company if required to do so.
The Company intends to vigorously defend all product
liability matters. The Company believes that these matters will
not have a material adverse effect on the Company's financial
condition, results of operations or cash flow.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
STOCK EXCHANGE LISTING
Rawlings' common stock is quoted on the Nasdaq National
Market System under the symbol RAWL. As of August 31, 1999,
there were 652 shareholders of record.
Common Stock High Low Close
1999 4th Qtr. $11 3/8 $7 13/16 $ 9 5/16
3rd Qtr 12 3/8 8 10 1/16
2nd Qtr 13 9 5/8 12 1/4
1st Qtr 12 1/4 8 3/4 11 1/2
1998 4th Qtr. 16 1/2 8 7/8 9
3rd Qtr 15 5/8 11 5/8 15 3/8
2nd Qtr 12 1/4 10 3/8 11 7/8
1st Qtr 11 5/8 9 3/4 11 1/8
<PAGE>
The Company has paid no dividends.
In November 1997 the Company issued warrants to purchase
925,804 shares of common stock at $12.00 per share to Bull Run
Corporation for $3.07 per warrant. The warrants expire in
November 2001 and are exercisable only if the Company's common
stock closes above $16.50 for twenty consecutive trading days.
The Company's existing amended and restated credit agreement has
certain requirements including a restriction on the Company's
ability to pay cash dividends.
ITEM 6. SELECTED FINANCIAL DATA.
FIVE-YEAR FINANCIAL HIGHLIGHTS
The following table sets forth selected historical consolidated
financial data for the business conducted by Rawlings Sporting
Goods Company, Inc. (Rawlings or the Company) for the five fiscal
years ended August 31, 1999.
<TABLE>
<CAPTION>
(Amounts in thousands,
except per share data) Years Ended August 31,
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net revenues $165,391 $170,604 $147,600 $149,735 $144,141
Operating income 781 9,989 11,880 11,666 11,598
Net (loss) income (3,361) 3,660 5,470 5,272 4,584
Net (loss) income
per share (0.43) 0.47 0.71 0.69 0.60
BALANCE SHEET DATA:
Total assets $121,657 $132,532 $101,264 $102,252 $97,783
Long-term debt,
including current
maturities 51,148 57,109 32,673 38,700 43,900
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Certain statements contained in this Management's Discussion and
Analysis of Financial Condition and Results of Operations may
constitute "forward-looking statements." These statements are
not guarantees of future financial condition, performance or
operations and involve certain risks and uncertainties that are
difficult to quantify or, in some cases, to identify. A
description of the important factors that could cause the
Company's future results to differ materially from past results
are described in Item 1, above.
<PAGE>
YEAR ENDED AUGUST 31, 1999 COMPARED TO THE YEAR ENDED AUGUST 31,
1998
RESULTS OF OPERATIONS
Net revenues for the year ended August 31, 1999 (1999) were
$165,391,000 or 3.1 percent lower than net revenues of
$170,604,000 for the year ended August 31, 1998 (1998). The
decrease in net revenues from the prior year was primarily the result of
lower sales volume in baseball gloves, radar speed-sensing
baseballs, basketballs and footballs, partially offset by an
increase in wood bat and apparel sales. The increase in wood bat
sales can be attributed to the popularity of Mark McGwire related
bats. Football sales decreased as a result of the decision not
to renew the NCAA contract and some loss of customer sales due to
inventory availability issues during the fourth quarter. Radar
speed-sensing baseball sales were soft in 1999 after an initial
introduction of the product at the end of 1998.
Gross margin in 1999 was 28.8 percent, down 1.4 margin points
from the 1998 gross margin of 30.2 percent. A third quarter
charge for a voluntary recall of slow pitch softball aluminum
bats, sales of memorabilia baseballs at a lower than normal
margin and a fourth quarter write down of remaining radar
speed-sensing baseball inventory were primarily responsible for
the decrease.
Selling, general and administrative (SG&A) expenses for 1999 were
$46,890,000 (28.4% of net revenues). This was 17.3 percent
higher than SG&A expenses of $39,989,000 (23.4% of net revenues)
in fiscal 1998. Higher salaries, advertising and promotional
costs, professional fees and royalties were primarily responsible
for the increase.
Interest expense of $4,699,000 in 1999 was 11.4 percent higher
than interest expense of $4,218,000 in 1998. Higher interest
rates associated with the amended credit agreement is primarily
responsible for the increase.
The effective tax rate of (19.0) percent in 1999 was 52.7 points
lower than the effective tax rate of 33.7 percent in 1998 due to
a valuation allowance recorded in 1999 on the Company's foreign
tax credits which expire from 2000 to 2003.
YEAR ENDED AUGUST 31, 1998 COMPARED TO THE YEAR ENDED AUGUST 31,
1997
RESULTS OF OPERATIONS
Net revenues for 1998 were $170,604,000 or 15.6 percent higher
than net revenues of $147,600,000 for the year ended August 31,
1997 (1997). Net revenues in 1998 excluding the impact of the
Victoriaville (Vic) hockey business acquired in September 1997
increased 9.8 percent over 1997. The Company experienced 8.9
percent growth in net revenues of baseball-related products. Net
revenues from basketball, football and volleyball equipment
increased 15.9 percent primarily fueled by growth at major
accounts. Apparel net revenues increased 23.1 percent.
<PAGE>
Gross margin in 1998 was 30.2 percent, down 0.6 of a margin point
from the 1997 gross margin of 30.8 percent. Decreased licensing
revenues and the write-off associated with early adoption of the
NCAA aluminum bat standard were primarily responsible for the
decrease.
SG&A expenses for 1998 were $39,989,000 or 19.0 percent higher
than SG&A expenses of $33,609,000 in fiscal 1997. As a percent of
net revenues SG&A expenses were 23.4 percent in fiscal 1998
compared to 22.8 percent in fiscal 1997. Higher variable salesmen
compensation, royalties, advertising and promotion costs and the
costs associated with the write-off of the prior computer system
were primarily responsible for the increase.
Unusual charges of $1,475,000 in 1998 included a $975,000
environmental charge associated with additional remediation costs
at the Company's Dolgeville, New York facility and a $500,000 one
time charge associated with changes in the Chief Executive
Officer's position. This charge included severance and related
benefits, legal costs and other costs associated with changes in
the Chief Executive Officer's position.
Interest expense of $4,218,000 in 1998 was 35.4 percent higher
than interest expense of $3,115,000 in 1997. Higher average debt
outstanding resulting from the Vic hockey acquisition and higher
working capital levels were primarily responsible for the
increase.
The effective tax rate of 33.7 percent in 1998 was 3.3 points
lower than the effective tax rate of 37.0 percent in 1997. The
decrease in the effective tax rate is primarily the result of a
change in the mix of foreign and domestic income.
SEASONALITY
See discussion on Seasonality in Part I, Item 1 of this document.
ENVIRONMENTAL MATTERS
See discussion on Environmental Matters - Part I, Item 3 of this
document.
YEAR 2000 ISSUES
See discussion on Year 2000 issues in Part I, Item 1 of this
document.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are cash provided by
operating activities and the amended and restated credit
agreement with a bank group more fully described in Note 9 to the
financial statements. As amended in October, 1999, the amended and
restated credit agreement has a maturity date of April, 2000, and
as a result the debt evidenced by such agreeement has been
reclassified as current on the Company's balance sheet. The
Company's primary use of cash is to fund its working
capital needs, capital expenditures and debt service
requirements. In September 1997, the Company used cash
borrowings under its credit agreement to acquire the net assets
of the Victoriaville hockey business. The Company's working
capital requirements are seasonal with higher investments
in<PAGE> working capital generally required in the period that
begins in September and ends in April of the succeeding year. The
change in the timing of orders and shipments to retailers closer
to when the products are actually sold to the retailers'
customers may increase the amount of working capital required by
the Company and may increase required levels of financing.
Detailed information on the Company's cash flows is presented in
the consolidated statements of cash flows.
YEAR ENDED AUGUST 31, 1999
Operating activities provided cash of $7,465,000 as a result of
decreases in accounts receivable and inventories partially offset
by the net loss. Operating cash flows were $16,049,000 higher
than 1998 primarily as a result of lower accounts receivable and
inventories. Investing activities used cash of $1,932,000
primarily for capital expenditures for normal property and plant
improvements. Financing activities used cash of $4,957,000 which
included net repayment of borrowings of $5,961,000 and the
issuance of common stock of $1,004,000.
The Company is attempting to refinance its debt to more
favorable terms and it believes it can successfully
conclude a long term debt refinancing. The Company
believes that cash flow from operations and the successful
refinancing of its debt should be sufficient to fund its
anticipated working capital needs, capital expenditures and debt
service requirements. However, because future cash flows and the
availability of financing depend on a number of factors,
including prevailing economic conditions and financial, business
and other factors beyond the Company's control, no assurances can
be given in this regard.
Additionally, the Company is currently not in compliance with
certain debt covenants under its amended and restated credit
agreement with its current bank group. The Company has obtained
a temporary waiver of these covenants through December 31, 1999.
Upon expiration of the waiver on December 31, 1999, the defaults
could be reinstated and the lenders would have all the rights and
remedies provided for in the amended and restated credit
agreement. In addition, the Company, in consideration for
waiving the defaults under the amended and restated credit
agreement, agreed to pay a supplemental commitment fee of
twenty-five basis points, payable on a gross percentage basis and
not a per annum basis, on the last day of each month, commencing
on December 31, 1999, on the full amount of the aggregate
revolving credit commitment then in effect. Based on the
aggregate revolving credit commitment in effect on the date
hereto, the supplemental commitment fee would be $175,000.
In December 1999, the Company received a commitment to refinance
its long-term credit facility. The credit facility will be asset
based and supported by the Company's receivables, inventory and
property, plant and equipment. Additionally, the facility
provides for an incremental seasonal advance. The facility is
scheduled to close and be funded prior to December 31, 1999. The
proceeds from this new facility will be used to pay-off the
existing credit facility.
<PAGE>
YEAR ENDED AUGUST 31, 1998
Operating activities used cash of $8,584,000, primarily the
result of increases in accounts receivable and inventories
partially offset by net income and depreciation and amortization.
Operating cash flows were $17,135,000 lower than 1997 primarily
as a result of higher inventories and lower net income. Investing
activities used cash of $17,698,000 primarily for the acquisition
of the Vic hockey business and capital expenditures for normal
property and plant improvements and to purchase and implement the
Company's new computer system. Financing activities provided cash
of $26,412,000 which included net borrowings of $24,436,000 and
the issuance of warrants and common stock of $1,976,000.
YEAR ENDED AUGUST 31, 1997
Operating cash flows of $8,551,000 were primarily the result of
net income adjusted for non cash charges and lower inventory
levels partially offset by lower accounts payable and higher
accounts receivable. Operating cash flows were $3,321,000 higher
than 1996 primarily as a result of lower inventory levels and a
smaller increase in accounts receivable partially offset by a
reduction in accounts payable in 1997 compared to an increase in
1996. Investing activities used cash of $2,844,000 primarily for
capital expenditures for normal property and plant improvements,
the upgrading of certain plants to improve production capacity
and efficiency and to upgrade the Company's systems. Financing
activities used cash of $5,764,000 which included a net debt
repayment of $6,027,000 partially offset by issuance of common
stock of $263,000.
NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board recently issued SFAS No.
133 "Accounting for Derivative Instruments and Hedging
Activities," which requires that all derivatives be recognized as
either assets or liabilities in the statement of financial
position at fair value unless specific hedge criteria are met.
The Company is required to adopt this statement in 2001. Adoption
is not expected to significantly impact the Company's
consolidated financial position, results of operations or cash
flows, and any effect will be limited primarily to the form and
content of its disclosures.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
INTEREST RATE AND FOREIGN CURRENCY MANAGEMENT ACTIVITIES
The Company has previously engaged in interest rate and foreign
currency management activities with the objective of limiting
exposure to interest rate increases related to the Company's
long-term debt by converting a portion of the Company's variable
rate debt to a fixed rate and limiting the exposure to foreign
currency exchange rate fluctuations. The interest rate and
foreign currency objectives were achieved through the use of
interest rate swaps as described in Note 9 to the financial
statements and the foreign currency contracts as described in
Note 1 to the financial statements. As of August 31, 1999 the
Company did not have any outstanding interest rate swaps<PAGE> or
foreign currency contracts and believes it does not have any
material exposure to interest rate changes or foreign currency
fluctuations.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE STOCKHOLDERS OF RAWLINGS SPORTING GOODS COMPANY, INC.:
We have audited the accompanying consolidated balance sheets of
Rawlings Sporting Goods Company, Inc. (a Delaware corporation)
and subsidiaries (the Company) as of August 31, 1999 and 1998 and
the related consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period
ended August 31, 1999. These financial statements are the
responsibility of Rawlings' management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Rawlings Sporting Goods Company, Inc. and subsidiaries as of
August 31, 1999 and 1998, and the results of their operations and
their cash flows for each of the three years in the period ended
August 31, 1999, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered losses from operations and
its debt has been reclassified as a current liability reflecting the
most recent amendments to the credit agreement between the
Company and its lenders. There can be no guarantee of the Company's
ability to obtain long-term financing to replace its current facility
which raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also
described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
ARTHUR ANDERSEN LLP
St. Louis, Missouri
December 14, 1999
<PAGE>
RAWLINGS SPORTING GOODS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
Years Ended August 31,
1999 1998 1997
Net revenues $165,391 $170,604 $147,600
Cost of goods sold 117,720 119,151 102,111
Gross profit 47,671 51,453 45,489
Selling, general and
administrative
expenses 46,890 39,989 33,609
Unusual charges (See Note 6) - 1,475 -
Operating income 781 9,989 11,880
Interest expense 4,699 4,218 3,115
Other expense, net 232 251 83
Income (loss) before
income taxes (4,150) 5,520 8,682
Provision (benefit) for
income taxes (789) 1,860 3,212
Net income (loss) $(3,361) $3,660 $5,470
Net income (loss)
per common share:
Basic ($0.43) $0.47 $0.71
Diluted ($0.43) $0.47 $0.71
Shares used in computing
per share amounts:
Basic 7,853 7,777 7,712
Assumed exercise of
stock options 21 41 6
Diluted 7,874 7,818 7,718
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 and per share data)
August 31,
1999 1998
Assets
Current assets:
Cash and cash equivalents $1,438 $862
Accounts receivable, net of
allowance of $2,538 and
$2,043, respectively 32,048 40,352
Inventories 39,749 43,573
Prepaid expenses 928 673
Deferred income taxes 3,983 2,927
Total current assets 78,146 88,387
Property, plant and equipment, net 12,570 12,911
Deferred income taxes 21,460 22,340
Goodwill, net 8,112 8,326
Other assets 1,369 568
Total assets $121,657 $132,532
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $51,015 $61
Accounts payable 8,518 9,047
Accrued liabilities 11,059 12,547
Total current liabilities 70,592 21,655
Long-term debt, less current maturities 133 57,048
Other long-term liabilities 8,855 9,577
Total liabilities 79,580 88,280
Stockholders' equity:
Preferred stock, $.01 par
value per share,
10,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.01 par value
per share, 50,000,000 shares
authorized, 7,897,708 and 7,794,483
shares issued and outstanding,
respectively 79 78
Additional paid-in capital 30,482 29,479
Stock subscription receivable (1,421) (1,421)
Cumulative other comprehensive income (1,399) (1,581)
Retained earnings 14,336 17,697
Stockholders' equity 42,077 44,252
Total liabilities and
stockholders' equity $121,657 $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 STOCKHOLDERS' EQUITY
(Amounts in thousands, except share data)
<TABLE>
<CAPTION>
Cumu-
Stock lative
Subscrip- Other Total
Additional tion Compre- Stock- Comprehen-
Common Stock Paid-in Receiv- hensive Retained holder's sive
Shares Amount Capital able Income Earnings Equity Income
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance,
August 31,
1996 7,697,527 $77 $25,820 $ - $ - $ 8,567 $34,464
Net income - - - - - 5,470 5,470 $5,470
Issuance of
common stock 28,287 - 263 - - - 263 -
Comprehensive
income $5,470
Balance,
August 31,
1997 7,725,814 77 26,083 - - 14,037 40,197
Net income - - - - - 3,660 3,660 $3,660
Issuance of
common stock 68,669 1 704 - - - 705 -
Issuance of
warrants - - 2,692 (1,421) - - 1,271 -
Translation
adjustments - - - - (1,581) - (1,581) (1,581)
Comprehensive
income $2,079
Balance,
August 31,
1998 7,794,483 78 29,479 (1,421) (1,581) 17,697 44,252
Net loss - - - - - (3,361) (3,361) $(3,361)
Issuance of
common stock 103,225 1 1,003 - - - 1,004 -
Translation
adjustments - - - - 182 - 182 182
Comprehensive
income $(3,179)
Balance,
August 31,
1999 7,897,708 $79 $30,482 $(1,421) $(1,399) $14,336 $42,077
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
RAWLINGS SPORTING GOODS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
<TABLE>
<CAPTION>
Years Ended August 31,
1999 1998 1997
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) income $(3,361) $3,660 $5,470
Adjustments to reconcile
net (loss) income to
net cash provided by
(used in) operating
activities :
Depreciation and
amortization 2,576 1,781 1,220
Loss (gain) on
disposal of equipment - 101 (150)
Deferred income taxes (889) 1,019 2,642
Changes in operating
assets and liabilities:
Accounts receivable, net 8,304 (3,742) (2,878)
Inventories 3,824 (10,608) 2,634
Prepaid expenses (255) 279 537
Other assets (926) 93 (242)
Accounts payable (529) 19 (1,263)
Accrued liabilities and
other (1,279) (1,186) 581
Net cash provided by (used in)
operating activities 7,465 (8,584) 8,551
Cash flows from investing activities:
Capital expenditures (1,932) (3,600) (2,994)
Acquisition of a business - (14,098) -
Proceeds from sale of equipment - - 150
Net cash used in investing
activities (1,932) (17,698) (2,844)
Cash flows from financing activities:
Borrowings of long-term debt 44,050 108,450 41,448
Repayments of long-term debt (50,011) (84,014) (47,475)
Issuance of common stock 1,004 705 263
Issuance of warrants - 1,271 -
Net cash (used in) provided
by financing activities (4,957) 26,412 (5,764)
Net increase (decrease) in
cash and cash equivalents 576 130 (57)
Cash and cash equivalents,
beginning of year 862 732 789
Cash and cash equivalents,
end of year $1,438 $862 $732
Supplemental disclosures of
cash flow information:
Cash paid during the year for:
Interest $4,564 $4,216 $3,159
Income taxes 300 631 383
</TABLE>
The accompanying notes are an integral part of these
consolidated statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of
Rawlings Sporting Goods Company, Inc. and all of its
subsidiaries (Rawlings or the Company). All significant
intercompany transactions have been eliminated.
BUSINESS
Rawlings manufactures and distributes sports equipment and
uniforms to team sports such as baseball, basketball, football,
and hockey predominately in the United States.
CASH AND CASH EQUIVALENTS
Cash equivalents consist of short-term, highly liquid
investments with a maturity when purchased of three months or
less.
INVENTORIES
Inventories are valued at the lower of cost or net realizable
value with cost principally determined on a first-in, first-out
method. Cost includes materials, labor and overhead.
PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment is stated at cost and depreciation
is generally computed on a straight-line basis. The principal
rates of depreciation are as follows:
Buildings and improvements 20-30 years
Machinery and equipment 5-12 years
Other 4-10 years
INCOME TAXES
Deferred income taxes are recorded for temporary differences in
reporting income and expenses for tax and financial statement
purposes in accordance with Statement of Financial Accounting
Standards No. 109, Accounting for Incomes Taxes (SFAS No. 109).
<PAGE>
TRANSLATION AND HEDGING OF FOREIGN CURRENCIES
The assets and liabilities of foreign branches and subsidiaries
are translated into U.S. dollars at current exchange rates and
profit and loss accounts are translated at average annual
exchange rates. Resulting translation gains and losses are
included as cumulative other comprehensive income, a separate
component in Stockholders' Equity. Foreign exchange transaction
losses of $10, $0 and $25 were included in the results of
operations for the fiscal years ended August 31, 1999, 1998 and
1997, respectively.
The Company has utilized forward foreign currency contracts to
minimize the impact of currency movements on anticipated royalty
payments denominated in Japanese yen. In June and September
1998, the Company entered into forward contracts to sell Yen 75
million and Yen 150 million with fixed exchange rates and
maturity dates which aligned with the royalty payments received
in February and August 1999, respectively. The Company has no
forward foreign currency contracts outstanding as of August 31,
1999.
COMPREHENSIVE INCOME
The Company adopted Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income." This statement
requires that all items recognized under accounting standards as
components of comprehensive income be reported in the financial
statements. The Company has included these disclosures in the
accompanying Consolidated Statements of Stockholders' Equity.
FINANCIAL INSTRUMENTS
The fair value of the Company's financial instruments
approximates their carrying amounts. Fair value for all
financial instruments other than long-term debt, for which no
quoted market prices exist, was based on appropriate estimates.
The value of the Company's long-term debt is estimated based on
market prices for similar issues or on the current rates offered
to the Company for debt of the same remaining maturities.
RECLASSIFICATION
Certain reclassifications have been made to the prior year
financial statements to conform with the current year
presentation.
USE OF ESTIMATES
These financial statements have been prepared on the accrual
basis of accounting, which require the use of certain estimates
by management, in determining the Company's assets, liabilities,
revenues and expenses. Resolution of certain matters could
differ significantly from the resolution that is currently
expected.
<PAGE>
NOTE 2. GOING CONCERN MATTERS
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As
shown in the financial statements during the year ended August 31,
1999, the Company incurred a loss of $3,361 and has classified all
of its debt as current reflecting the most recent amendment to the
credit agreement between the Company and its lenders. There can be
no guarantee of the Company's ability to obtain long term
financing to replace its current facility which raises doubt about its
ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of liabiltiies that might be necessary
should the Company be unable to continue as a going concern. As
described in Note 9, the Company's credit agreement expires in April 2000,
and thus the Company has classified the balance of its long-term debt as
a current liability. The Company's continuation as a going concern is
dependent upon its ability to generate sufficient cash flow to meet its
obligations on a timely basis, to comply with the terms of its financing
agreement, to obtain additional financing or refinancing as may be required,
and ultimately to attain profitability.
In December 1999, the Company received a commitment to refinance
its long-term credit facility. The credit facility will be
asset based and supported by the Company's receivables,
inventory and property, plant and equipment. Additionally, the
facility provides for an incremental seasonal advance. The
facility is scheduled to close and be funded prior to December
31, 1999. The proceeds from this new facility will be used to
pay-off the existing credit facility. In addition, the Company has
retained an investment banking firm to examine various strategic
alternatives, which examination is ongoing as of the date of this
report.
NOTE 3. ACQUISITION
On September 12, 1997 the Company acquired the net assets of the
Victoriaville hockey business. The acquisition was accounted for
under the purchase method and accordingly, the results of
operations were included in the Company's consolidated
statements of income from the date of acquisition. The purchase
price, paid in cash, has been allocated to the assets and
liabilities and the excess of cost over the fair value of net
assets acquired is being amortized over a forty year period on a
straight-line basis with accumulated amortization as of August
31, 1999 and 1998 of $418 and $204, respectively. The purchase
price allocation was as follows:
Net assets $ 5,568
Goodwill 8,530
Total purchase price $14,098
NOTE 4. INVENTORIES
Inventories consist of the following:
August 31,
1999 1998
Raw materials $8,447 $9,552
Work in process 1,977 2,497
Finished goods 29,325 31,524
Total inventories $39,749 $43,573
<PAGE>
NOTE 5. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consists of the following:
August 31,
1999 1998
Buildings and improvements $6,198 $6,143
Machinery and equipment 19,111 17,598
Other 3,150 2,926
Total property, plant and
equipment 28,459 26,667
Less - Accumulated depreciation (15,889) (13,756)
Property, plant and equipment, net $12,570 $12,911
NOTE 6. UNUSUAL CHARGES
ENVIRONMENTAL
The Company has been conducting environmental investigation and
remediation activities at its Dolgeville, New York facility (the
"Site") with respect to the release of wood pitch into
surrounding soil and surface water. In November 1997, the
Company entered into a Voluntary Agreement with the New York
State Department of Environmental Conservation (the "NYSDEC") to
conduct certain environmental remediation activities related to
the presence of wood pitch in the soils at the Site. The wood
pitch was generated as a result of the operation, before
Rawlings' ownership of the Site, of a retort facility by a third
party unrelated to Rawlings. In December 1997, an environmental
consulting firm retained by Rawlings initiated remediation
activities under the oversight of the NYSDEC. In conducting the
remediation activities under the Voluntary Agreement, it was
discovered that the actual volume of wood pitch substantially
exceeded the amount originally estimated by the environmental
consulting firm. Some of the unanticipated, additional wood
pitch has been remediated in accordance with the requirements of
the Voluntary Agreement. The Company believes that a portion of
the unanticipated, additional volume of wood pitch remaining at
the Site may be outside the scope of the current Voluntary
Agreement. Nevertheless, the Company expects to be required to
address such additional wood pitch through an amendment to the
Voluntary Agreement. In May 1998, the Company's environmental
consultants completed an investigation of the amount of the
additional wood pitch at the Site. Based upon the report
received from the environmental consultants and the Company's
historical experience with environmental matters at this Site,
the Company recorded a $975 charge to remediate the additional
unanticipated wood pitch, which is reflected in unusual charges
in the accompanying consolidated statement of income for 1998.
In the year ended December 31, 1993, the Company recorded a
charge of $1,559 which included the estimated clean up costs at
this Site. The Company's reserve for remediation costs as of
August 31, 1999 was $987. In management's estimation, this
amount is adequate to cover the expected remediation activities
at the wood pitch Site.
<PAGE>
In June 1998, the Company filed an action in the Northern
District of New York against Trident Rowan Group, Inc. (Trident
Rowan), which the Company believes is the successor to the
entity which owned the wood pitch Site during the period in
which the wood pitch contamination occurred. The Company
believes that the case against Trident Rowan is strong and all
or a portion of the clean up costs associated with the wood
pitch at the Site may be recoverable. However, due to the
uncertainty associated with this matter, no receivable
associated with a potential recovery has been recorded at this
time and there can be no assurance that any amount will be
recovered.
CHANGE IN CHIEF EXECUTIVE OFFICER
In October 1997, the Company recorded a $500 charge for
severance and related benefits, legal costs and other costs
associated with changes in the Chief Executive Officer's
position. This charge has been included in unusual charges in
the accompanying consolidated statement of income. In November
1998, Stephen M. O'Hara was named Chairman and Chief Executive
Officer of Rawlings.
NOTE 7. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
August 31,
1999 1998
Salary, benefits and other taxes $ 4,489 $ 4,670
Royalties 990 1,975
Environmental 987 1,082
Payable to former parent - 1,346
Other 4,593 3,474
Accrued liabilities $11,059 $12,547
<PAGE>
NOTE 8. INCOME TAXES
The income tax provision (benefit) is as follows:
1999 1998 1997
Current:
Federal $(200) $ 724 $ 472
State and other 300 117 98
Total current 100 841 570
Deferred:
Federal (1,389) (1,184) (2,464)
Foreign (250) (281) -
State and other (496) 116 178
Total deferred (2,135) 1,019 2,642
Valuation allowance 1,246 - -
Total income tax
(benefit) provision $(789) $1,860 $3,212
A reconciliation between the provision for income taxes computed
at the Federal statutory rate and the rate used for financial
reporting purposes is as follows:
<TABLE>
<CAPTION>
1999 1998 1997
Amount % Amount % Amount %
<S> <C> <C> <C> <C> <C> <C>
Expected provision (benefit)
at the statutory rate $(1,453) (35.0) $1,932 35.0 $3,039 35.0
State & other taxes,
net of federal tax benefit (117) (2.8) 232 4.2 365 4.2
Lower tax rates on
foreign income (576) (13.9) (265) (4.8) (118) (1.4)
Valuation allowance 1,246 30.0 - - - -
Other 111 2.7 (39) (0.7) (74) (0.8)
Total income tax
provision (benefit) $(789) (19.0) $1,860 33.7 $3,212 37.0
</TABLE>
The significant components of deferred taxes which are included
in the accompanying balance sheets are as follows:
<TABLE>
<CAPTION>
1999 1998
Deferred Deferred
Deferred Tax Deferred Tax
Tax Assets Liabilities Tax Assets Liabilities
<S> <C> <C> <C> <C>
Intangible assets $19,720 $ - $22,440 $ -
Operating loss
carryforward 2,976 - 316 -
Foreign tax credits 1,458 - 851 -
Receivable reserve 512 - 157 -
Environmental reserve 363 - 410 -
Inventory 1,773 - 718 -
Other accruals 1,135 - 1,442 -
Other 390 1,638 433 1,500
Valuation allowance (1,246) - - -
Total $27,081 $1,638 $26,767 $1,500
</TABLE>
<PAGE>
In 1999 the Company recorded a valuation allowance of $1,246
against certain foreign tax credits set to expire in 2000 to
2003. The Company's net operating loss carryforward expires in
2019 and the foreign tax credits expire in 2000 to 2004.
Income taxes have not been provided on the undistributed income
(approximately $3,820) of a foreign subsidiary, which the
Company does not intend to be remitted to the U.S.
NOTE 9. DEBT AND CAPITAL LEASES
Debt consists of the following:
August 31,
1999 1998
Credit agreement with banks due
April 2000, average interest
rate of 9.50% and 6.65%, respectively $50,950 $56,850
Obligation under capital lease,
interest rate of 4.90% 198 259
Total debt 51,148 57,109
Less current maturities (51,015) (61)
Total long-term debt $ 133 $57,048
In 1997, the Company maintained a $72,000 variable rate
unsecured credit agreement with a bank group. In September 1997,
the Company amended and restated the unsecured credit agreement
with a bank group which, among other matters, increased the
facility to $90,000 and extended the maturity date to September
1, 2002. The amended and restated credit agreement, among other
matters, required the Company to meet certain financial
covenants including a minimum fixed charge coverage, a required
ratio of maximum total debt to total capitalization, a minimum
net worth and restricted the Company's ability to pay cash
dividends. In June 1998, the Company amended the credit
agreement to, among other matters, exclude the unusual charges
from the minimum fixed charge coverage covenant. In March 1999,
the Company renegotiated debt covenants by amending the existing
credit agreement with an increase in interest rates. In July
1999, the credit agreement was amended to become an asset based
borrowing vehicle. Available credit under the amended agreement
is based on a percentage of net receivables, inventory and
property, plant and equipment. In September 1999, the agreement
was amended to increase the allowable borrowing base by $4,000
with an additional increase in interest rates. In October 1999,
the credit agreement was amended increasing the allowable
borrowing base to a percentage of assets plus $10,000 with a
maximum availability of $70,000. This last amendment changed
the maturity date of the agreement to April 2000, and as a result,
the debt evidenced by such agreement has been reclassified as
current on the Company's balance sheet. Additionally,
the Company is currently not in compliance with certain debt
covenants under its amended and restated credit agreement with
its current bank group. The Company has obtained a temporary
waiver of these covenants through December 31, 1999. Upon
expiration of the waiver on December 31, 1999, the defaults
could be reinstated and the lenders would have all the rights
and remedies provided for in the amended and restated credit
agreement. In addition, the Company, in consideration for
waiving the defaults under the amended and restated credit
agreement, agreed to pay a supplemental commitment fee<PAGE> of
twenty-five basis points, payable on a gross percentage basis
and not a per annum basis, on the last day of each month,
commencing on December 31, 1999, on the full amount of the
aggregate revolving credit commitment then in effect. Based on
the aggregate revolving credit commitment in effect on the date
hereto, the supplemental commitment fee would be $175,000.
The Company is pursuing the refinancing of its debt to
more favorable terms and believes it can successfully
conclude a long-term debt refinancing. The Company has
classified this debt as current in the consolidated balance sheet.
See Note 2 for a discussion of the Company's plan to
continue as a going concern and to refinance its debt.
As of August 31, 1999 the Company had outstanding letters of
credit of $816 under the credit agreement with banks.
In October 1995 the Company entered into a two-year interest
rate swap agreement with a commercial bank under which the
Company received a floating rate based on three month LIBOR
through September 1997 on $25,000 and paid a fixed rate of 6.50
percent. In October 1997, the Company entered into a two-year
interest rate swap agreement with a commercial bank under which
the Company received a floating rate based on three month LIBOR
through October 1999 on $30,000 and paid a fixed rate of 7.00
percent. These transactions effectively converted a portion of
the Company's debt from a floating rate to a fixed rate.
The Company uses interest rate swaps, with the objective of
reducing exposure to increases in short-term interest rates, by
fixing the interest rate on a portion of its debt for a period
of time. The interest differential, to be paid or received on an
interest rate swap, is recognized as an adjustment to interest
expense as the differential occurs.
NOTE 10. OTHER LONG-TERM LIABILITIES
In July 1994, Figgie International, Inc. (the former parent)
transferred the net assets of the Rawlings business to the
Company. The assets and liabilities transferred to Rawlings were
recorded at the predecessor's cost for financial reporting
purposes. For tax purposes, the transaction resulted in a
step-up of the basis of the assets transferred determined by the
fair value paid by the Company for the Rawlings business. Under
the terms of a tax sharing and separation agreement between the
Company and the former parent, the Company is required to pay
the former parent 43 percent of the tax benefits resulting from
the step-up in the tax basis of the assets as the benefit of the
step-up is realized. The amount of the obligation to pay the
former parent that is not expected to be paid in the next year
is recorded as other long-term liabilities.
NOTE 11. EMPLOYEE BENEFITS
COMPANY-SPONSORED DEFINED CONTRIBUTION PLANS
Substantially all U.S. salaried employees and certain U.S.
hourly employees are covered by a defined contribution (Section
401(k)) plan that provides funding based on a percentage
of<PAGE> compensation. The Company's contributions to the plan
were $323, $327 and $242 in 1999, 1998 and 1997, respectively.
MULTI-EMPLOYER PENSION PLANS
Certain union employees participate in multi-employer defined
benefit pension plans. Contributions to the plans were $171,
$194 and $201 in 1999, 1998 and 1997, respectively.
NOTE 12. STOCK OPTIONS
The 1994 Rawlings Long-Term Incentive Plan, as amended (the 1994
Incentive Plan), provides for the issuance of up to 1,125,000
shares of Rawlings common stock upon the exercise of stock
options and stock appreciation rights, and as restricted stock,
deferred stock, stock granted as a bonus or in lieu of other
awards and other equity-based awards. The 1994 Non-Employee
Directors Stock Plan (1994 Directors Stock Plan) provides for
the issuance of up to 50,000 shares of Rawlings common stock to
non-employee directors upon the exercise of stock options or in
lieu of director's fees.
Stock options granted under the 1994 Incentive Plan and the 1994
Directors Stock Plan have exercise prices equal to the market
price on the date of grant, vest over three to four years from
the date of grant and, once vested, are generally exercisable
over ten years following the date of grant.
The Company has adopted the disclosure-only provisions of
Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation." Accordingly, no compensation cost
has been recognized for the stock option plans. Had compensation
cost for the Company's stock option plans been determined based
on the fair value at the grant date for awards in 1999, 1998 and
1997 consistent with the provisions of this statement, the
Company's net income and net income per share would have been as
follows (in thousands, except net income per share):
1999 1998 1997
Net (loss) income $(4,542) $2,956 $4,910
Net (loss) income per share $(0.58) $0.38 $0.64
The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions used for grants in 1999,
1998 and 1997: dividend yield of 0 percent, expected volatility
of 43.0 percent, 40.0 percent and 54.0 percent in 1999, 1998 and
1997, respectively, risk-free interest rate of 4.8 percent, 5.4
percent and 6.4 percent in 1999, 1998 and 1997, respectively and
expected life of six years. The weighted average grant date fair
value of options was $4.77, $6.59 and $5.82 for 1999, 1998 and
1997, respectively.
<PAGE>
OPTION ACTIVITY IS AS FOLLOWS:
<TABLE>
<CAPTION>
1999 1998 1997
<S> <C> <C> <C>
Outstanding at beginning of year 610,810 631,137 483,185
Granted 412,850 178,000 160,378
Exercised (70,376) (44,548) (1,000)
Cancelled (86,156) (153,779) (11,426)
Outstanding at end of year 867,128 610,810 631,137
Shares exercisable 392,337 313,899 327,541
Price of stock options:
Granted $8.88 - $14.00 $11.88 - $13.63 $8.31 - $12.13
Exercised $9.00 - $ 9.75 $ 9.00 - $ 9.75 $8.00
Cancelled $8.31 - $13.88 $ 9.00 - $13.63 $9.00 - $ 9.75
Outstanding $7.88 - $14.00 $ 7.88 - $13.88 $7.88 - $13.88
Exercisable $7.88 - $13.88 $ 7.88 - $13.88 $7.88 - $13.88
</TABLE>
At August 31, 1999, 191,948 shares of Rawlings common stock were
available for future awards under the plans. As of August 31,
1999 the weighted average remaining contractual life on
outstanding options was 6.4 years.
NOTE 13. WARRANTS
In November 1997, the Company issued warrants to purchase
925,804 shares of common stock at $12.00 per share to Bull Run
Corporation for $3.07 per warrant. The warrants expire in
November 2001 and are exercisable only if the Company's common
stock closes above $16.50 for twenty consecutive trading days.
One half of the purchase price of the warrants was paid in cash
with the other half payable with interest at 7 percent at the
time of exercise or expiration of the warrants. The receivable
for the unpaid portion of the warrants is classified as a stock
subscription receivable in the accompanying balance sheet. These
warrants are not considered common stock equivalents until the
point in time that the warrants become exercisable.
NOTE 14. RELATED PARTY TRANSACTIONS
In 1999 the Company sold approximately $285 of product to a
professional baseball club in which one of the Company's board
of directors is the secretary and treasurer. The Company
believes that the terms and prices for the sale of these
products are no less favorable than those obtained from
unaffiliated parties.
During the fiscal year ended August 31, 1999, the Company
purchased approximately $442 of catalogs and promotional items
from a company in which one of the Company's board of directors
is the president.
<PAGE>
NOTE 15. COMMITMENTS AND CONTINGENCIES
The Company operates certain facilities and equipment under
operating lease agreements. The lease expense was $1,951,
$2,184, and $2,300 for years 1999, 1998 and 1997, respectively.
Future minimum payments under noncancelable leases, royalty and
licensing agreements as of August 31, 1999 are as follows:
Royalty and
Operating Licensing
Leases Agreements
Fiscal 2000 $1,398 $ 4,103
Fiscal 2001 481 3,428
Fiscal 2002 137 2,919
Fiscal 2003 - 545
Fiscal 2004 - 507
Thereafter - 225
Total minimum lease payments $2,016 $11,727
In the normal course of doing business, Rawlings is subject to
various federal, state and local environmental laws. Rawlings
currently is working with the New York State Department of
Environmental Conservation in addressing contamination relating
to wood pitch located at its facility in Dolgeville, New York.
(See Note 6 Unusual Charges for additional discussion of the
Dolgeville environmental matter.)
Rawlings is periodically subjected to product liability claims
and proceedings involving its patents and other legal
proceedings; such proceedings have not had a material adverse
effect on Rawlings.
Additionally, the Company is currently not in compliance with
certain debt covenants contained in its amended and restated
credit agreement with its current bank group. The Company
has obtained a waiver of these covenants through December 31,
1999. The Company is pursuing the refinancing of its debt to
more favorable terms and believes it can successfully conclude
a long-term debt refinancing.
In December 1999, the Company received a commitment to refinance
its long-term credit facility. The credit facility will be
asset-based and supported by the Company's receivables, inventory
and property, plant and equipment. Additionally, the facility
provides for an incremental seasonal advance. The faciltiy is
scheduled to close and be funded prior to December 31, 1999. The
proceeds from this new facility will be used to pay-off the
existing credit facility.
In the opinion of management, ultimate liabilities resulting
from pending environmental matters and other legal proceedings
will not have a material adverse effect on the financial
condition or results of operations of Rawlings.
NOTE 16. OPERATING SEGMENTS
In 1999, the Company adopted Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of a Business
Enterprise and Related Information," which establishes standards
for reporting information about reportable operating segments.
Operating segments, as defined, are components of an enterprise
about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance.
The Company has identified operating segments based on internal
management reports. This Statement allows aggregation of
similar operating segments into a single reportable operating
segment if the businesses are considered similar under the
criteria of this statement. The Company has five operating
segments based on its product categories, which in applying the
aggregation criteria of this Statement have been aggregated
into<PAGE> two reportable segments: Sports Equipment and
Licensing.
The sports equipment segment manufactures and distributes sports
equipment and uniforms for team sports including baseball,
basketball, football, and hockey. The licensing segment
licenses the Rawlings brand name on products sold by other
companies and include products such as golf equipment, footwear,
and activewear. There are no determinable operating expenses
for the licensing segment. The accounting policies of the
segments are the same as those described in Note 1 for the
Company. The revenues generated and long-lived assets located
outside the United States are not significant for separate
presentation. One customer's purchases of products sold by
Rawlings were 13 percent, 12 percent and 12 percent of net
revenues of Rawlings for 1999, 1998 and 1997, respectively.
1999 1998 1997
Net revenues
Sports equipment $159,422 $164,734 $141,069
Licensing 5,969 5,870 6,531
Consolidated net revenues $165,391 $170,604 $147,600
Operating income (loss)
Sports equipment $(5,188) $4,119 $5,349
Licensing 5,969 5,870 6,531
Consolidated operating
income $781 $9,989 $11,880
Total assets
Sports equipment $120,428 $131,453 $100,414
Licensing 1,229 1,079 850
Consolidated total assets $121,657 $132,532 $101,264
NOTE 17. ALLOWANCE FOR DOUBTFUL ACCOUNTS
1999 1998 1997
Balance at beginning of year $2,043 $1,627 $1,498
Provision 1,110 827 760
Acquisition of Victoriaville
hockey business - 838 -
Charge-offs, net of recoveries (615) (1,249) (631)
Balance at end of year $2,538 $2,043 $1,627
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) IDENTIFICATION OF DIRECTORS
Information with respect to the members of the Board of
Directors is set forth under the caption "Election of Directors"
in the Company's proxy statement to be filed pursuant to
Regulation 14A, which information is incorporated herein by
reference.
(b) IDENTIFICATION OF EXECUTIVE OFFICERS
Information with respect to the executive officers of the
Company is set forth under the caption "Executive Officers of
the Registrant" contained in Part I, Item 1 of this report,
which information is incorporated herein by reference.
(c) COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Information with respect to the filing of certain securities
reports required to be filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 is
set forth under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" contained in the Company's proxy statement
to be filed pursuant to Regulation 14A, which information is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information required by Item 11 is set forth under the
captions "Compensation of Directors" and "Executive
Compensation" in the Company's proxy statement to be filed
pursuant to Regulation 14A, which information is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Information required by Item 12 is set forth under the
captions "Principal Stockholders" and "Stock Ownership of
Directors, the Nominees for Directors and Executive Officers" in
the Company's proxy statement to be filed pursuant to Regulation
14A, which information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this Item is set forth under the
caption "Certain Transactions" in the Company's proxy statement
to be filed pursuant to Regulation 14A, which information is
incorporated herein by reference.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) (1) Financial Statements: The financial
statements filed as a part of this report are
listed in Part II, Item 8.
(a) (2) Financial Statement Schedules: None.
(a) (3) Exhibits
2.1 Asset Purchase Agreement, dated September 10,
1997 among Les Equipments Sportif Davtec, Inc.
USA Skate Corporation, California Pro Sports,
Inc., Rawlings Canada, Inc. and the Company,
included as Exhibit 2.1 to the Company's Form
8-K filed on October 21, 1997 is hereby
incorporated herein by reference.
3.1 Certificate of Incorporation, included as
Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (File No. 33-77906), is
hereby incorporated herein by reference.
3.2 By-Laws, included as Exhibit 3.2 to the
Company's Registration Statement on Form S-1
(File No. 33-77906), is hereby incorporated
herein by reference.
3.3 By-Law amendment included as exhibit 3.3 to
the Company's Form 10-K for the fiscal year
ended August 31, 1996, is hereby incorporated
herein by reference.
4.1 Rights Agreement dated as of July 1, 1994
between the Company and Boatmen's Trust
Company as Rights Agent, included as Exhibit
4.1 to the Company's Form 10-Q for the quarter
ended June 30, 1994, is hereby incorporated
herein by reference.
4.2 Amendment of Rights Agreement dated November
21, 1997 between the Company, Boatmen's Trust
Company and ChaseMellon Shareholder Services,
Inc., included as Exhibit 4.2 to the Company's
Form 8-K dated November 21, 1997 is hereby
incorporated herein by reference.
4.2.1 Second Amendment to Rights Agreement, dated
April 19, 1999, between the Company and the
Rights Agent, included as Exhibit 4.1 to the
Company's Form 8-K dated April 30,1999, is
hereby incorporated herein by reference.
4.2.2 Third Amendment to Rights Agreement, dated
April 23, 1999, between<PAGE> the Company and
the Rights Agent, included as Exhibit 4.2 to
the Company's Form 8-K dated April 30, 1999,
is hereby incorporated herein by reference.
4.3 Common Stock Purchase Warrant dated November
21, 1997 issued by the Company to Bull Run
Corporation included as Exhibit 4.1 to the
Company's Form 8-K dated November 21, 1997 is
hereby incorporated herein by reference.
10.1 Amended and Restated Credit Agreement dated as
of September 12, 1997 among the Company, The
First National Bank of Chicago, as agent, and
certain lenders named therein included as
Exhibit 99.1 to the Company's Form 8-K filed
on October 21, 1997 is hereby incorporated
herein by reference.
10.1.1 First Amendment to Amended and Restated Credit
Agreement dated May 31, 1998 by and among
Rawlings Sporting Goods Company, Inc., the
First National Bank of Chicago, as agent, and
certain lenders named therein included as
Exhibit 10 to the Company's Form 10-Q for the
quarter ended May 31, 1998, is hereby
incorporated herein by reference.
10.1.2 Amendment Number 2 to Amended and Restated
Credit Agreement by and between the Company
and the First National Bank of Chicago, as
agent and certain lenders named therein, dated
as of February 28, 1999 included as Exhibit
10.1 to the Company's Form 10-Q for the
quarter ended May 31, 1999, is hereby
incorporated herein by reference.
10.1.3 Amendment Number 3 to Amended and Restated
Credit Agreement by and between the Company
and the First National Bank of Chicago, as
agent and certain lenders named therein, dated
as of July 14, 1999 included as Exhibit 10.2
to the Company's Form 10-Q for the quarter
ended May 31, 1999, is hereby incorporated
herein by reference.
10.1.4 Amendment Number 4 to Amended and Restated
Credit Agreement by and between the Company
and First National Bank of Chicago, as agent
and certain lenders named therein, dated as of
August 11, 1999.
10.1.5 Amendment Number 5 to Amended and Restated
Credit Agreement by and between the Company
and the First National Bank of Chicago, as
agent and certain lenders named therein, dated
as of September 3, 1999.
10.1.6 Amendment Number 6 to Amended and Restated
Credit Agreement by and between the Company
and the First National Bank of Chicago, as
agent and certain lenders named therein, dated
as of September 30, 1999.
<PAGE>
10.2 Assets Transfer Agreement dated as of July 8,
1994 by and among Figgie, Figgie Licensing
Corporation, Figgie International Real Estate,
Inc., Figgie Properties, Inc. and the Company,
included as Exhibit 10.1 to the Company's Form
10-Q for the quarter ended June 30, 1994, is
hereby incorporated herein by reference.
10.3 Transitional Services Agreement dated as of
July 8, 1994 between Figgie and the Company,
included as Exhibit 10.2 to the Company's Form
10-Q for the quarter ended June 30, 1994, is
hereby incorporated herein by reference.
10.4 Tax Sharing and Separation Agreement dated
July 8, 1994 between the Company and Figgie,
included as Exhibit 10.3 to the Company's Form
10-Q for the quarter ended June 30, 1994, is
hereby incorporated herein by reference.
* 10.5 The Company's 1994 Long-Term Incentive Plan,
included as Exhibit A to the Company's proxy
statement dated December 9, 1994, is hereby
incorporated herein by reference.
* 10.6 The Company's 1994 Non-Employee Directors'
Stock Plan, included as Exhibit B to the
Company's proxy statement dated December 9,
1994, is hereby incorporated herein by
reference.
10.7 Amendment Agreement between Rawlings Sporting
Goods Company and ASICS Corporation, dated
January 21, 1991, included as Exhibit 10.6 to
the Company's Registration Statement on Form
S-1 (File No. 33-77906), is hereby
incorporated herein by reference.
* 10.8 Form of Indemnity Agreement entered into with
Directors and executive officers, included as
Exhibit 10.7 to the Company's Form 10-K for
the fiscal year ended August 31, 1994, is
hereby incorporated herein by reference.
* 10.9 Form of Severance Agreement entered into with
executive officers included as Exhibit 10.8 to
the Company's Form 10-K for the year ended
August 31, 1995 is hereby incorporated herein
by reference.
10.10 Investment Purchase Agreement dated November
21, 1997 between the Company and Bull Run
Corporation, included as Exhibit 99.1 to the
Company's Form 8-K dated November 21, 1997 is
hereby incorporated herein by reference.
10.11 Standstill Agreement dated November 21, 1997
between the Company and<PAGE> Bull Run
Corporation, included as Exhibit 99.2 to the
Company's Form 8-K dated November 21, 1997 is
hereby incorporated herein by reference.
10.11.1 Amendment Number 1 of Standstill Agreement
dated April 23, 1999, between the Company and
Bull Run Corporation included as Exhibit 99.1
to the Company's Form 8-K dated April 30,
1999, is hereby incorporated herein by
reference.
10.12 Registration Rights Agreement dated
November 21, 1997 between the Company and Bull
Run Corporation, included as Exhibit 99.3 to
the Company's Form 8-K dated November 21, 1997
is hereby incorporated herein by reference.
10.13 Pledge and Security Agreement by and between
the Company and the First National Bank of
Chicago, as agent and certain lenders named
therein, dated as of July 14, 1999 included as
Exhibit 10.3 to the Company's Form 10-Q for
the quarter ended May 31, 1999, is hereby
incorporated herein by reference.
10.14 Stock Pledge Agreement by and between the
Company and the First National Bank of
Chicago, as agent and certain lenders named
therein, dated as of July 14, 1999 included as
Exhibit 10.4 to the Company's Form 10-Q for
the quarter ended May 31, 1999, is hereby
incorporated herein by reference.
10.15 Intellectual Property Assignment of Security
Interest by and between the Company and the
First National Bank of Chicago, as agent and
certain lenders named therein, dated as of
July 14, 1999 included as Exhibit 10.5 to the
Company's Form 10-Q for the quarter ended May
31, 1999 is hereby incorporated herein by
reference.
* 10.16 Employment Agreement entered into between the
Company and Stephen M. O'Hara, dated as of
November 2, 1998.
10.17 Standstill Agreement, dated April 23, 1999
among the Company and the Shapiro Parties,
included as Exhibit 99.2 to the Company's Form
8-K dated April 30, 1999 is hereby
incorporated herein by reference.
21. Subsidiaries of the Company.
23. Consent of Arthur Andersen LLP.
27. Financial Data Schedule.
* Management contract or compensatory plan or arrangement
required to be filed as an<PAGE> exhibit pursuant to the
Item 14(c) of this report.
(b) REPORTS ON FORM 8-K
On June 7, 1999, the Company filed a current report
regarding its voluntary recall of certain aluminum
softball bats.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
RAWLINGS SPORTING GOODS
COMPANY, INC.
Date: December 13, 1999 By: /s/Michael L. Luetkemeyer
Michael L. Luetkemeyer
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the following persons on
behalf of the Company and in the capacities and on the date
indicated.
SIGNATURE DATE
By: /s/ Stephen M. O'Hara December 13, 1999
Stephen M. O'Hara
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Michael L. Luetkemeyer December 13, 1999
Michael L. Luetkemeyer
Chief Financial Officer
(Principal Financial Officer
and Accounting Officer)
By: /s/ Andrew N. Baur December 13, 1999
Andrew N. Baur
Director
By: /s/ Linda L. Griggs December 13, 1999
Linda L. Griggs
Director
<PAGE>
By: /s/ Charles L. Jarvie December 13, 1999
Charles L. Jarvie
Director
By: /s/ Michael McDonnell December 13, 1999
Michael McDonnell
Director
By: /s/ Robert S. Prather Jr. December 13, 1999
Robert S. Prather Jr.
Director
By: /s/ Michael J. Roarty December 13, 1999
Michael J. Roarty
Director
By: /s/ William C. Robinson December 13, 1999
William C. Robinson
Director
<PAGE>
EXHIBIT 21
RAWLINGS SPORTING GOODS COMPANY, INC.
Rawlings Sporting Goods Company, Inc., a Delaware corporation
(the "Company") is the parent. The subsidiaries of the Company,
each of which is wholly-owned by the Company, are as follows:
JURISDICTION OF INCORPORATION
NAME OR ORGANIZATION
Rawlings de Costa Rica Costa Rica
Rawlings Sporting Goods Company
of Missouri Missouri
Rawlings Canada, Inc. Nova Scotia
<PAGE>
EXHIBIT 23
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference of our report included in this Form
10-K, into the Company's previously filed Registration Statement
File No. 33-83958 and Registration Statement No. 33-86354.
Arthur Andersen LLP
St. Louis, Missouri,
December 14, 1999
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-END> AUG-31-1999
<CASH> 1,438
<SECURITIES> 0
<RECEIVABLES> 34,586
<ALLOWANCES> 2,538
<INVENTORY> 39,749
<CURRENT-ASSETS> 78,146
<PP&E> 28,459
<DEPRECIATION> 15,889
<TOTAL-ASSETS> 121,657
<CURRENT-LIABILITIES> 70,592
<BONDS> 8,988
0
0
<COMMON> 79
<OTHER-SE> 41,998
<TOTAL-LIABILITY-AND-EQUITY> 121,657
<SALES> 165,391
<TOTAL-REVENUES> 165,391
<CGS> 117,720
<TOTAL-COSTS> 117,720
<OTHER-EXPENSES> 46,890
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,699
<INCOME-PRETAX> (4,150)
<INCOME-TAX> (789)
<INCOME-CONTINUING> (3,361)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,361)
<EPS-BASIC> (.43)
<EPS-DILUTED> (.43)
</TABLE>
