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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, 2000.
Commission File Number: 0-24450
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RAWLINGS SPORTING GOODS COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 43-1674348
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1859 Intertech Drive, Fenton, Missouri 63026
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (636) 349-3500
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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
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(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
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K 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, 2000 was $39,768,810.
The number of shares of the registrant's Common Stock, $.01 par value,
outstanding as of October 31, 2000 was 7,953,762.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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TABLE OF CONTENTS
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Page
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PART I .................................................................................................1
Item 1. Business.........................................................................................1
Item 2. Properties......................................................................................13
Item 3. Legal Proceedings...............................................................................14
Item 4. Submission of Matters to a Vote of Security Holders.............................................15
PART II ................................................................................................15
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters...........................15
Item 6. Selected Financial Data.........................................................................16
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations......................................................................................16
Item 7a. Quantitative and Qualitative Disclosures Above Market Risk......................................20
Item 8. Financial Statements and Supplementary Data.....................................................21
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure......................................................................................39
PART III ................................................................................................39
Item 10. Directors and Executive Officers of the Registrant..............................................39
Item 11. Executive Compensation..........................................................................41
Item 12. Security Ownership of Certain Beneficial Owners and Management..................................47
Item 13. Certain Relationships and Related Transactions..................................................49
PART IV ................................................................................................49
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.................................49
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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(R)
brand name, the Company provides an extensive line of equipment and team
uniforms for the sports of baseball, basketball and football. 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, Major League Baseball
(MLB), 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 44 college
coaches, 26 sports organizations and numerous athletes, including approximately
471 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 long-standing 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, team uniforms
and various team sports accessories. In addition, licensees of the Company sell
numerous products including athletic shoes, retail active wear, apparel, and
socks, using the Rawlings(R) 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 2005 for the All-Star Game and World Series games.
In 1999, Rawlings extended its exclusive rights to the National and American
Leagues through 2005 and in 2000 amended this agreement to combine both league
balls to one MLB ball. 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 currently negotiating an extension to the Minor League
agreement. 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. In 1999, Rawlings
became the official supplier of baseballs for the NCAA baseball World Series and
tournament expiring in 2004.
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Products and Markets
The following is a summary of net revenues by principal product line
for the three fiscal years ended August 31, 2000. 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)
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Years Ended August 31,
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2000 1999 1998
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Sports Equipment:
Baseball $ 106.7 $ 94.2 $ 96.2
Basketball, football, soccer and volleyball 32.3 31.0 34.7
Apparel 24.2 21.7 20.9
Miscellaneous 3.7 4.3 4.3
Licensing 5.6 6.0 5.9
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Net revenues $ 172.5 $ 157.2 $ 162.0
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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 approximately
180 styles, which are often customized to meet customer preferences. Its gloves
range in retail price from $5.99 for beginners to more than $299.99 for the new
Pro Preferred(R) series introduced in 2000. Rawlings' Heart of the Hide(R)
series is 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 Trap-Eze(R) pocket design featuring a modified web giving
the appearance of a six-finger glove, the Fastback(R) closed back design, the
Basket-Web(R) 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.
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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 lower-priced rubber balls
to the professional baseballs that are sold to Major League Baseball teams.
Rawlings' baseballs are systematically weighed, measured, tested and inspected
to ensure that they meet Rawlings' quality standards. The Major League Baseball
teams, All-Star and World Series baseballs are covered with alum-tanned leather
produced at Rawlings' leather tannery in Tullahoma, Tennessee and hand-sewn 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. Management believes 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 and organizations 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(R) and Adirondack(R) names.
The Company also maintains a line of aluminum baseball and softball bats. In
fiscal 1998, Rawlings recorded a charge to account for a discontinued line: 2
3/4 inch adult aluminum baseball bats, which the Company stopped selling in
order to support the NCAA's new rules, restricting the diameter of the bat
barrel. In fiscal 1999, Rawlings recorded a charge to account for a voluntary
recall of slow pitch softball aluminum bats.
Basketball, Football, Soccer and Volleyball. Rawlings sells 22
different models 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.
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Rawlings sells 24 different types of footballs, including full-grain
and split leather, vinyl 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 endorsements by Brett
Favre and Peyton Manning.
Apparel. Rawlings has been selling team uniforms for approximately 100
years. Rawlings is the official uniform for eight Major League Baseball teams
and has the exclusive retail rights for authentic uniforms for these teams.
Apparel comprised 14.0% of the net revenues of the Company in the year ended
August 31, 2000. The Company believes it has growth opportunities related to
apparel. Custom uniforms are manufactured in the Company's Licking, Missouri
facility.
Miscellaneous. Rawlings derives other net revenues from its two outlet
stores and from its leather tanning facility. The outlet stores sell seconds,
irregular quality and discontinued and overstocked items. 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, 2000, the Company generated $5.6 million
of licensing revenues on approximately $134 million of sales made by third
parties in Japan and the United States of products on which the Rawlings(R)
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(R) 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. In 2000, the license with
ASICS Corporation was expanded to include all active wear in Japan.
In the United States, Rawlings currently has licensing agreements with
11 companies which are using the Rawlings(R) brand name on various products
including sportswear, shoes, 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(R) brand name meet the
Company's quality standards. The Company intends to continue to license the
Rawlings(R) 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.
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Foreign
The Company's foreign net revenues constituted approximately 4.5% of
its total net revenues in the year ended August 31, 2000. Rawlings currently
distributes its products in more than 55 countries primarily through independent
distributors. Of the Company's foreign net revenues in the year ended August 31,
2000, approximately $4.7 million, or 2.7%, 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 4,300 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 and
megastores (such as Champs and The Sports Authority) and mass merchandisers
(such as Wal-Mart and K-Mart). In recent years, sales to sporting goods chains
and 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 39% of the total net revenues of Rawlings in the year
ended August 31, 2000 including one customer (Wal-Mart) which accounted for
approximately 15% of 2000 net revenues.
The Company has 46 direct sales employees and 16 manufacturers'
representatives who sell its products in the United States. The Company has two
separate sales forces, one to serve larger retail accounts and one to service
institutional dealers and local sporting goods stores. Sales in Canada are
handled by 7 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
currently distributed from its warehouses in Springfield, Licking and Ava,
Missouri; Dolgeville, New York; Tullahoma, Tennessee and Daveluyville, Canada.
The Board of Directors of the Company has approved the relocation of
its current distribution facilities located in Springfield, Missouri to a single
location in Washington, Missouri. The Company expects to complete the move of
the distribution facilities during the fourth quarter of fiscal year 2001.
The Company utilizes a variety of promotional techniques to build brand
awareness. Since 1958, Rawlings has annually presented the Rawlings Gold Glove
Award(R) to the best fielder at each position in each of the National and
American Leagues. The Rawlings Gold Glove Award(R) 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
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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; and the Men's
Senior Baseball League.
In addition, the Company's baseball products are endorsed by numerous
athletes, including approximately 471 Major League Baseball players such as Ken
Griffey Jr., Randy Johnson, Mark McGwire, Cal Ripken Jr., Pedro Martinez, and
Sammy Sosa. The Company's basketball products carry endorsements from
approximately 30 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 and Peyton Manning of the Indianapolis
Colts.
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, select college coaches and professional athletes in order to
position its products to appeal to regional customer preferences, as well as to
achieve national recognition.
The licensing agreements with Major League Baseball Properties, Inc.
and the 18 Minor Leagues, under which Rawlings is licensed to produce the
baseballs used in the Major League games, 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,
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as defined in the agreements, unless the change of control is approved by the
Major League Baseball Properties, Inc., the Minor Leagues or the NCAA.
Manufacturing, Product Procurement and Raw Materials
Products manufactured in Rawlings' five plants constituted
approximately 26% of its net revenues in the year ended August 31, 2000 and the
balance was derived from the sale of products manufactured by third-parties in
Asia, Latin America and the United States, and from licensing fees. The
third-party sourced products are manufactured according to the Company's
specifications. Five third-party manufacturers account for approximately 10%
each of the Company's raw material and finished goods purchases. 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 while causing
temporary difficulties 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 five manufacturing facilities in the United States
and Costa Rica where it makes baseballs, apparel, baseball gloves, injection
molded batter's helmets, tanned leather and wood baseball bats and performs
other miscellaneous value added processes. In 2000, Rawlings continued its
policy of outsourcing items where internal manufacturing does not provide a
competitive advantage such as stock team apparel.
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(R) 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.
Trademarks and Patents
The Rawlings(R) brand name and logo and the red "R" (R) logo as well as
a number of product trademarks, including Finest in the Field(R), Rawlings Gold
Glove Award(R), The Mark of a Pro(R), and ProPreferred(R) are protected
trademarks in various countries. As of August 31, 2000, Rawlings held 37 U.S.
and 9 non U.S. patents, and had 6 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.
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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. In addition,
Nike has recently entered the baseball market. 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
January 31. The Company then receives additional orders (fill-in orders) which
depend upon customers' actual sales of products during the baseball season
(sell-through). Fill-in orders are typically received by the Company between
February and May. These orders generally represent approximately 35 percent to
50 percent of the Company's sales of baseball-related products during a
particular season.
Pre-season orders for certain baseball-related products from certain
customers are not required to be paid until early spring. These extended terms
increase the risk of collectibility of accounts receivable. An increasing number
of customers are on automatic replenishment systems; therefore, more orders are
received on a ship-at-once basis. This change has resulted in shipments to the
customer closer to the time the products are actually sold. This trend has and
may continue to have the effect of shifting the seasonality and quarterly
results of the Company with higher inventory and debt levels required to meet
orders for immediate delivery. 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. 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.
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Employees
As of August 31, 2000, Rawlings employed approximately 1,570 people on
a full-time basis, of whom 707 were based in the United States, 860 in Costa
Rica and 3 in Canada. Of the total number of employees, approximately 1,394 were
engaged in manufacturing, 137 were engaged in marketing and sales and 39 were
engaged in administration. Approximately 262 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 2003, 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 Company incurred capital expenditures,
including hardware, software, outside consultants and other expenses, of
approximately $3.0 million on its new enterprise-wide system.
The Company has not to date experienced any significant problems
related to the year 2000 but continues to monitor its computer systems.
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.
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Dependence on Baseball. Sales of baseball-related products constituted
approximately 62% of the total net revenues of Rawlings in the year ended August
31, 2000. 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. The current contract between Major League Baseball and its players
expires after the 2001 season. A strike or lockout prior to the 2002 season
and/or adverse publicity is possible. 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.
Seasonality. Customers generally place orders with the Company for
baseball-related products beginning in August for shipment beginning in November
(pre-season orders). However, a large part of the Company's orders arrive after
January as fill-in 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. This seasonality inhibits the Company's ability to accurately
forecast revenues, as well as requiring working capital and expense investments
before revenues are certain. Inaccurate forecasting could inflate working
capital, depress profitability and increase debt.
Reliance on Certain Customers. Sales to the ten largest customers of
Rawlings constituted approximately 39% of the total net revenues of Rawlings in
the year ended August 31, 2000, including one customer, Wal-Mart, which
accounted for approximately 15% of 2000 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,
employee matters and other legal proceedings which have not historically had a
material adverse effect on the Company. See "Legal Proceedings."
Credit Agreement Restrictions. In December 1999, the Company refinanced
its long-term credit facility. The credit facility is asset-based and supported
by the Company's receivables, inventory and property, plant and equipment.
Additionally, the facility provides for an incremental seasonal advance. See
"Management's Discussion and Analysis of Results of Operations and Financial
Condition -- Liquidity and Capital Resources." The Company's credit
10
<PAGE> 13
agreement with its existing lender contains certain restrictions on the Company,
including maintaining certain financial ratios, restricting payment of cash
dividends, restricting incurrence of additional indebtedness and limiting
capital expenditures. 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.
Consideration of Strategic Alternatives. During the Company's fiscal
year 1999, the Board of Directors approved the consideration of strategic
alternatives. As a result of that process, the Company incurred significant
legal, accounting and financial advisor expenses, totaling approximately
$700,000 during fiscal year 2000. From time to time, the Company has been and
may continue to be approached by parties interested in acquiring all or a
portion of the Company or its business. The Board may desire to consider a
proposal made by such parties, in which case significant expenses may be
incurred, while no assurance can be obtained that a transaction acceptable to
the Board or the shareholders of the Company will be consummated. Such expenses
may adversely affect the Company's results of operations and financial
condition. Further, it is the Company's policy that it will not comment on
pending discussions regarding merger and acquisition proposals.
Relocation of Distribution Facilities. The Board of Directors of the
Company has approved the relocation of its current distribution facilities to a
single location in Washington, Missouri. The Company believes that most of the
charges associated with the relocation will be offset by the gain realized upon
the sale of the Company's Springfield distribution center. However, there can be
no assurance that the actual cost of the relocation will not exceed the
Company's estimates or that the relocation will not result in significant
disruptions in the Company's business. Further, inventory levels may be
difficult to manage during the relocation process, which in turn could result in
higher interest expense due to higher levels of borrowing.
Discontinued Segment. On June 26, 2000 the Company made a strategic
decision to seek a buyer for its Vic hockey business. Vic provides an extensive
line of equipment for hockey teams including hockey sticks, hockey protective
equipment and goalie protective equipment. The sale of the Vic hockey business
is expected to be completed during fiscal 2001. The Company's inability to
dispose of this business in fiscal 2001 may have a material adverse effect on
the Company's results of operations and financial condition.
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, 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.)
11
<PAGE> 14
EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
NAME AGE POSITION
--------------------- --- -------------------------------------------------
<S> <C> <C>
Stephen M. O'Hara 45 Chairman of the Board and Chief Executive Officer
Howard B. Keene 58 President and Chief Operating Officer
Stan W. Morrison 49 Executive Vice President, Sales and Marketing
Ted C. Sizemore 55 Senior Vice President, Worldwide Baseball Affairs
J. Michael Thompson 43 Vice President, Sales
Jonathan C. Hodgins 37 Vice President, Marketing
</TABLE>
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. 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.
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.
12
<PAGE> 15
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.
ITEM 2. PROPERTIES
The following table sets forth certain information as of August 31,
2000 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 baseball gloves 90,000 Leased
(two adjoining facilities) and injection molded batter's 60,000 Leased
helmets, as well as ball inflation
and customization
Dolgeville, New York Manufacturing of wood baseball bats 80,500 Owned
(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
Springfield, Missouri (two Warehouse/distribution center 83,500 Leased
facilities) 66,000 Leased
Tullahoma, Tennessee Leather tanning 69,000 Owned
Turrialba, Costa Rica Manufacturing of baseballs and 54,000 Owned
apparel
</TABLE>
In addition, Rawlings leases an average of 5,000 square feet for each
of its two outlet stores. Rawlings also leases space for five regional sales
offices.
13
<PAGE> 16
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 off-site 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. 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. During October 2000 the Company completed the excavation and removal of
the wood pitch and is currently awaiting final approval and clearance from the
NYSDEC. Based on discussions with legal counsel and environmental engineers, the
remaining reserve as of August 31, 2000 is adequate to provide for the remaining
payments and remediation activities.
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.
14
<PAGE> 17
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, 2000, there were 646 shareholders of
record.
<TABLE>
<CAPTION>
Common Stock High Low Close
------------------------- ---------- --------- ---------
<S> <C> <C> <C> <C>
2000 4th Qtr. $ 7 $5 5/16 $ 6 1/16
3rd Qtr 6 27/32 4 1/2 5 5/8
2nd Qtr 9 5 1/4 6
1st Qtr 10 3/8 7 5/8 7 5/8
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
</TABLE>
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.
15
<PAGE> 18
The Company has paid no dividends. 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, 2000.
<TABLE>
<CAPTION>
(Amounts in thousands, except per share data) Years Ended August 31,
-----------------------------------------------------------
2000 1999 1998 1997 1996
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA :
Net revenues $ 172,504 $ 157,207 $ 162,000 $ 147,600 $ 149,735
Operating income 8,124 2,163 10,811 11,880 11,666
Income (loss) from continuing operations
before extraordinary item 1,281 (2,482) 4,151 5,470 5,272
Net income (loss) (13,005) (3,361) 3,660 5,470 5,272
Income (loss) per common share:
Continuing operations 0.16 (0.32) 0.53 0.71 0.69
Net income (loss) (1.64) (0.43) 0.47 0.71 0.69
BALANCE SHEET DATA:
Total assets $ 108,725 $ 120,675 $ 131,838 $ 101,264 $ 102,252
Long-term debt, including current maturities 45,582 51,148 57,109 32,673 38,700
</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.
YEAR ENDED AUGUST 31, 2000 COMPARED TO THE YEAR ENDED AUGUST 31, 1999
RESULTS OF OPERATIONS
Net revenues increased $15,297,000 to $172,504,000 during the year ended August
31, 2000 (2000). The 9.7% growth over the year ended August 31, 1999 (1999) was
fueled by strong
16
<PAGE> 19
consumer demand for baseball products. Specifically, Rawlings' sales of baseball
gloves increased $6.3 million and the pro and memorabilia baseballs sold at
major league events increased $2.5 million. Net revenues also benefited from the
new Major League team uniform contract which generated an additional $1.5
million in sales. Basketball sales to large national accounts increased $2
million. These net revenue increases were partially offset by fewer outlet store
sales as the Company closed certain under performing stores.
The gross margin rate increased 2.2 points to 31.4% during 2000. This was
primarily the result of large unusual write downs taken in 1999 for the slow
pitch softball aluminum bat voluntary recall of $1.6 million and the $1 million
write-down of the radar speed sensing baseball inventory to net realizable
value.
Selling general and administrative (SG&A) expenses increased $894,000 during
2000. SG&A expenses as a percent of sales in 2000 were 25.8%, excluding the
early retirement program and strategic review costs, compared to 27.8% in 1999.
The Company's increased efficiency is the result of the cost reduction plans
initiated at the beginning of 2000, including the voluntary retirement program
completed in the first quarter of 2000 that eliminated $800,000 in annual
salaries. The charge for the early retirement program was recorded as an unusual
item in the income statement and amounted to $759,000. Strategic review
initiatives were also completed in the first half of 2000 and totaled $738,000.
Interest costs increased $1,063,000 during 2000 to $5,762,000. This increase was
due to a higher interest rate environment and the higher borrowing rate on the
new credit facility. The weighted average borrowing rate increased 325 basis
points to 10.7% during 2000. The rate increase was partially offset by working
capital reduction programs that lowered average borrowings to $55,000,000
throughout 2000, down $10,000,000 from the 1999 average borrowing balance.
The effective tax rate for 2000 was 37% which is higher than the statutory rate
of 35% because of state taxes that are partially offset by lower tax rates on
foreign income.
Income from continuing operations increased $3,763,000 to $1,281,000 during
2000. Excluding the unusual charges net income after tax was $2,224,000 in 2000.
This represents a substantial turnaround from the 1999 performance and provides
a good foundation for continued planned growth in sales and profits in 2001.
During the third quarter the Company made a strategic decision to seek a buyer
for its hockey business and recorded a $13 million pretax charge in connection
with the accounting for the hockey business as a discontinued segment. The total
net loss on hockey operations was $13,640,000 after taxes and includes operating
losses of $2,314,000. The Company has continued to operate the hockey business
during the sale process and has estimated the future operating losses to be
$1,500,000 as of August 31, 2000. In connection with the December 1999 credit
agreement Rawlings wrote-off the old deferred debt issuance costs as an
extraordinary item that totaled $646,000 after tax.
The net loss was $13,005,000 in 2000 compared to a net loss of $3,361,000 in
1999. The increased loss was attributable to the discontinuance of the hockey
business.
17
<PAGE> 20
Net revenues from the discontinued segment for the year ended August 31, 2000
were $8,383,000, 2.4% higher than net revenues from the discontinued segment of
$8,184,000 for the comparable prior year period. Loss from operations for the
discontinued segment for the year ended August 31, 2000 was $2,314,000 or
$1,435,000 higher than the loss from operations of $879,000 for the comparable
prior year period. The increased loss from operations was primarily the result
of higher sales of low margin discontinued product and increased provisions for
inventory obsolescence and reserve for bad debts.
Inflationary pressure did not have a significant impact on the Company's results
of operations or financial position during the three year period ended August
31, 2000.
YEAR ENDED AUGUST 31, 1999 COMPARED TO THE YEAR ENDED AUGUST 31, 1998
RESULTS OF OPERATIONS
Net revenues for 1999 were $157,207,000 or 3.0% lower than net revenues of
$162,000,000 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 29.2%, down 1.4 points from the 1998 gross margin of
30.6%. A $1,600,000 third quarter charge for a voluntary recall of slow pitch
softball aluminum bats, and a $1,000,000 fourth quarter write down of remaining
radar speed-sensing baseball inventory were primarily responsible for the
decrease.
SG&A expenses for 1999 were $43,720,000 (27.8% of net revenues). This was 17.2%
higher than SG&A expenses of $37,291,000 (23.0% 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% 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 (10.0) percent in 1999 was lower than the statutory
tax rate of 35 percent due to a valuation allowance recorded in 1999 on the
Company's foreign tax credits which expire from 2001 to 2005.
Net revenues from the discontinued segment for the year ended August 31, 1999
were $8,184,000, 4.9% lower than net revenues from the discontinued segment of
$8,604,000 for the comparable prior year period. Loss from operations for the
discontinued segment for the year
18
<PAGE> 21
ended August 31, 1999 was $879,000 or $388,000 higher than the loss from
operations of $491,000 for the comparable prior year period. The increased loss
from operations was primarily the result of lower sales and increased operating
expenses.
SEASONALITY
See discussion on Seasonality in Part I, Item 1 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 credit agreement negotiated with a financing company in
December 1999, which is more fully described in Note 8 to the financial
statements. The agreement provides for borrowings based on a percentage of
qualified receivables and inventory coupled with seasonal advances during the
Company's peak selling period in addition to $10,000,000 of term loans. The
Company's primary use of cash is to fund its working capital needs, capital
expenditures and debt service requirements. The Company's working capital
requirements are seasonal with higher investments in 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, 2000
Combined operating activities of continued and discontinued operations provided
$6,708,000 of cash during 2000. The cash provided from operations was $361,000
lower than 1999 as the Company increased inventories and receivables. Capital
expenditures were $994,000 lower in 2000 compared to 1999 and totaled $938,000.
The Company used $5,250,000 in financing activities primarily to reduce its debt
outstanding.
YEAR ENDED AUGUST 31, 1999
Operating activities provided cash of $7,069,000 during 1999. Operating cash
flows were $15,791,000 million 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.
19
<PAGE> 22
YEAR ENDED AUGUST 31, 1998
Operating activities used cash of $8,722,000 during 1998. Operating cash flows
were $17,273,000 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.
NEW ACCOUNTING PRONOUNCEMENTS
During 2000, the Emerging Issues Task Force ("EITF") discussed several reporting
issues related to accounting for shipping and handling fees and costs. In
connection with the issuance of EITF 00-10, a consensus was reached that all
amounts billed to customers for shipping and handling should be reported as a
component of net revenues in the statement of income. Historically, the Company
has recorded the amount billed as an offset to the costs incurred and recorded
the net amount in selling, general and administrative expenses. The Company is
currently in the process of quantifying the amount of the reclassification and
will reflect the needed adjustments in the statements of income by the specified
effective date of the fourth quarter of 2001. There will be no impact to the
Company's net income (loss) as a result of the adoption of this new
pronouncement.
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 and the
foreign currency contracts. As of August 31, 2000 the Company did not have any
outstanding interest rate swaps or foreign currency contracts. Due to the
relative size of the Company's foreign operations, the Company believes it does
not have any material exposure to foreign currency fluctuations.
The Company has minimal market risk exposure related to interest rates. The
Company is exposed to market risks related to fluctuations in interest rates for
its variable rate borrowings of $45,450,000 as of August 31, 2000. A change in
interest rates of 1% on the balance outstanding at August 31, 2000 would cause a
change in total annual earnings and cash flows of $454,500 assuming other
factors are held constant.
20
<PAGE> 23
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, 2000 and 1999 and the related consolidated statements
of income, stockholders' equity and cash flows for each of the three years in
the period ended August 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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, 2000 and 1999, and the results
of their operations and their cash flows for each of the three years in the
period ended August 31, 2000, in conformity with accounting principles generally
accepted in the United States.
ARTHUR ANDERSEN LLP
St. Louis, Missouri
November 15, 2000
21
<PAGE> 24
RAWLINGS SPORTING GOODS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
<TABLE>
<CAPTION>
August 31,
----------------------
2000 1999
--------- ---------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 1,424 $ 904
Accounts receivable, net of allowance of $2,561 and $2,242, respectively 28,246 26,919
Inventories 38,100 35,220
Deferred income taxes 6,079 3,983
Prepaid expenses 819 851
Net assets of discontinued segment 2,624 9,287
--------- ---------
Total current assets 77,292 77,164
Property, plant and equipment 8,873 10,687
Deferred income taxes 20,802 20,920
Other assets 1,211 643
Noncurrent assets of discontinued segment 547 11,261
--------- ---------
Total assets $ 108,725 $ 120,675
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt and revolving credit agreement $ 37,178 $ 51,015
Accounts payable 13,804 7,969
Accrued liabilities 10,729 10,626
--------- ---------
Total current liabilities 61,711 69,610
Long-term debt, less current maturities 8,404 133
Other long-term liabilities 9,291 8,855
--------- ---------
Total liabilities 79,406 78,598
--------- ---------
Stockholders' equity:
Preferred stock, none issued -- --
Common stock, $.01 par value, 50,000,000 shares authorized, 7,946,338 and
7,897,708 shares issued and outstanding, respectively 79 79
Additional paid-in capital 30,798 30,482
Stock subscription receivable (1,421) (1,421)
Accumulated other comprehensive loss (1,468) (1,399)
Retained earnings 1,331 14,336
--------- ---------
Stockholders' equity 29,319 42,077
--------- ---------
Total liabilities and stockholders' equity $ 108,725 $ 120,675
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
22
<PAGE> 25
RAWLINGS SPORTING GOODS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Years Ended August 31,
-----------------------------------
2000 1999 1998
--------- --------- ---------
<S> <C> <C> <C>
Net revenues $ 172,504 $ 157,207 $ 162,000
Cost of goods sold 118,269 111,324 112,423
--------- --------- ---------
Gross profit 54,235 45,883 49,577
Selling, general and administrative expenses 44,614 43,720 37,291
Unusual charges 1,497 -- 1,475
--------- --------- ---------
Operating income 8,124 2,163 10,811
Interest expense 5,762 4,699 4,218
Other expense, net 330 222 251
--------- --------- ---------
Income (loss) from continuing operations before income taxes 2,032 (2,758) 6,342
Provision (benefit) for income taxes 751 (276) 2,191
--------- --------- ---------
Income (loss) from continuing operations before extraordinary item 1,281 (2,482) 4,151
Discontinued operations:
Loss from operations of discontinued segment, net of tax (2,314) (879) (491)
Loss on disposal of discontinued segment, including a provision of
$1,500 for operating losses during phase-out period, net of tax (11,326) -- --
--------- --------- ---------
Income (loss) before extraordinary item (12,359) (3,361) 3,660
Extraordinary item, net of tax (646) -- --
--------- --------- ---------
Net income (loss) $ (13,005) $ (3,361) $ 3,660
========= ========= =========
Income (loss) per common share, basic and diluted:
Continuing operations $ 0.16 $ (0.32) $ 0.53
Discontinued segment (1.72) (0.11) (0.06)
Extraordinary item (0.08) -- --
--------- --------- ---------
Net income (loss) $ (1.64) $ (0.43) $ 0.47
========= ========= =========
Shares used in computing per share amounts:
Basic 7,948 7,853 7,777
Assumed exercise of stock options 4 21 41
--------- --------- ---------
Diluted 7,952 7,874 7,818
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
23
<PAGE> 26
RAWLINGS SPORTING GOODS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Amounts in thousands, except share data)
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Stock Other Total
------------------ Paid-in Subscription Comprehensive Retained Stockholders' Comprehensive
Shares Amount Capital Receivable Income (Loss) Earnings Equity Income (Loss)
--------- ------ ---------- ------------ ------------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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 loss $ (3,179)
--------- ------ ---------- ------------ ------------- -------- ------------- =============
Balance,
August 31, 1999 7,897,708 79 30,482 (1,421) (1,399) 14,336 42,077
Net loss -- -- -- -- -- (13,005) (13,005) $ (13,005)
Issuance of
common stock 48,630 -- 316 -- -- -- 316 --
Translation adjustments -- -- -- -- (69) -- (69) (69)
-------------
Comprehensive loss -- -- -- -- -- -- -- $ (13,074)
--------- ------ ---------- ------------ ------------- -------- ------------- =============
Balance,
August 31, 2000 7,946,338 $ 79 $ 30,798 $ (1,421) $ (1,468) $ 1,331 $ 29,319
========= ====== ========== ============ ============= ======== =============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
24
<PAGE> 27
RAWLINGS SPORTING GOODS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
<TABLE>
<CAPTION>
Years Ended August 31,
-----------------------------------
2000 1999 1998
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (13,005) $ (3,361) $ 3,660
Add loss from discontinued segment 13,640 879 491
Add extraordinary item 646 -- --
--------- --------- ---------
Income (loss) from continuing operations 1,281 (2,482) 4,151
Adjustment to reconcile net income (loss) from
continuing operations to net cash provided by
(used in) continuing operations:
Depreciation and amortization 3,039 2,212 1,445
Changes in operating assets and liabilities:
Accounts receivable (1,327) 9,215 (3,166)
Inventories (2,880) 3,974 (9,413)
Accounts payable 5,835 (746) 859
Other (411) (2,297) 1,932
--------- --------- ---------
Net cash provided by (used in) continuing
operations 5,537 9,876 (4,192)
Net cash provided by (used in) discontinued
segment 1,171 (2,807) (4,530)
--------- --------- ---------
Net cash provided by (used in) operating activities 6,708 7,069 (8,722)
--------- --------- ---------
Cash flows from investing activities:
Capital expenditures of continuing operations (862) (1,723) (3,326)
Capital expenditures of discontinued segment (76) (209) (274)
Acquisition of a business -- -- (14,098)
--------- --------- ---------
Net cash used in investing activities (938) (1,932) (17,698)
--------- --------- ---------
Cash flows from financing activities:
Net decrease in revolving credit agreement (15,311) -- --
Borrowings of long-term debt 10,000 44,050 108,450
Repayments of long-term debt (255) (50,011) (84,014)
Issuance of common stock 316 1,004 705
Issuance of warrants -- -- 1,271
--------- --------- ---------
Net cash (used in) provided by financing activities (5,250) (4,957) 26,412
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents 520 180 (8)
Cash and cash equivalents, beginning of year 904 724 732
--------- --------- ---------
Cash and cash equivalents, end of year $ 1,424 $ 904 $ 724
========= ========= =========
Supplemental disclosures of cash flow information: Cash
paid during the year for:
Interest $ 6,100 $ 4,564 $ 4,216
Income taxes 86 300 631
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
25
<PAGE> 28
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 wholly-owned subsidiaries (Rawlings or the
Company). All significant intercompany transactions and balances have been
eliminated.
BUSINESS
Rawlings manufactures and distributes sports equipment and uniforms for team
sports such as baseball, basketball, and football predominately in the United
States. Revenue is recorded when product is shipped. Returns and sales
allowances are included in net revenues.
INVENTORIES
Inventories are valued at the lower of cost or net realizable value with cost
determined on a first-in, first-out method. Cost includes materials and
conversion costs.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost and depreciated on a
straight-line basis over the estimated useful life. The principal estimated
useful lives are as follows:
<TABLE>
<S> <C>
Buildings and improvements 20-30 years
Machinery and equipment 5-12 years
Other 4-10 years
</TABLE>
When equipment is sold or retired, its cost and accumulated depreciation are
removed from the balance sheet, and any gain or loss is included in income
during the period of the disposition. Repair and maintenance is charged to
expense as incurred.
LONG-LIVED ASSETS
Long-lived assets primarily include property, plant and equipment, and goodwill.
Long-lived assets are periodically reviewed for impairment by comparing the
carrying value of the assets with the expected future undiscounted cash flows
before consideration of income taxes. If an impairment has occurred on assets
held for use, the loss is calculated as the difference between the carrying
value of the asset and the present value of the estimated net future cash flows
or the comparable market value, giving consideration to recent operating
performance. Long-lived assets that are to be disposed are recorded at the lower
of carrying value or fair value less costs to sell.
26
<PAGE> 29
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).
TRANSLATION 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 in accumulated other comprehensive income (loss), a separate
component in Stockholders' Equity. Foreign exchange transaction losses of $0,
$10 and $0 were included in the results of operations for the fiscal years ended
August 31, 2000, 1999 and 1998, respectively.
FINANCIAL INSTRUMENTS
The fair value of the Company's financial instruments approximates their
carrying amounts. The Company's long-term debt is primarily variable in nature
and accordingly the fair value approximates the carrying value.
RECLASSIFICATIONS
Certain reclassifications have been made to the prior year financial statements
to conform with the current year presentation. The reclassifications had no
impact on previously reported net income (loss) or total stockholders' equity.
USE OF ESTIMATES
These financial statements have been prepared on the accrual basis of accounting
which requires the use of certain estimates in determining the Company's assets,
liabilities, revenues and expenses. Resolution of certain matters could differ
significantly from the resolution that is currently expected.
NEW ACCOUNTING PRONOUNCEMENTS
During 2000, the Emerging Issues Task Force ("EITF") discussed several reporting
issues related to accounting for shipping and handling fees and costs. In
connection with the issuance of EITF 00-10, a consensus was reached that all
amounts billed to customers for shipping and handling should be reported as a
component of net revenues in the statement of income. Historically, the Company
has recorded the amount billed as an offset to the costs incurred and recorded
the net amount in selling, general and administrative expenses. The Company is
currently in the process of quantifying the amount of the reclassification and
will reflect the needed adjustments in the statements of income by the fourth
quarter of 2001 in accordance with the pronouncement. There will be no impact to
the Company's net income (loss) as a result of the adoption of this new
pronouncement.
27
<PAGE> 30
NOTE 2. DISCONTINUED SEGMENT
On June 26, 2000 the Company made a strategic decision to seek a buyer
for its Vic hockey business. Vic provides an extensive line of equipment for
hockey teams including hockey sticks, hockey protective equipment and goalie
protective equipment. The sale of the Vic hockey business is expected to be
completed during fiscal 2001. Vic hockey is accounted for as a discontinued
segment, and accordingly, operating results and net assets are segregated in the
Company's financial statements and related notes for all periods presented.
The net current assets of this discontinued segment are primarily
accounts receivable, inventory, accounts payable and accrued expenses. Net
noncurrent assets are primarily property, plant and equipment.
Operating results for the hockey business are included in the
Consolidated Statements of Income as net loss from discontinued segment for all
periods presented. Results for the discontinued segment are as follows:
<TABLE>
<CAPTION>
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Net revenues $ 8,383 $ 8,184 $ 8,604
======== ======== ========
Loss from operations of discontinued
segment before incomes taxes $ (2,744) $ (1,392) $ (822)
Benefit for income taxes (430) (513) (331)
-------- -------- --------
Net loss from operations of discontinued segment $ (2,314) $ (879) $ (491)
======== ======== ========
Loss on disposal of discontinued segment before
income taxes $(13,000) $ -- $ --
Benefit for income taxes (1,674) -- --
-------- -------- --------
Net loss on disposal of discontinued segment $(11,326) $ -- $ --
======== ======== ========
</TABLE>
The loss on disposal includes the writedown of assets of the hockey business
($10,750) to estimated net realizable value, the provision for operating losses
during the phaseout period of $1,500 and the estimated costs to dispose of this
business of $750.
NOTE 3. ALLOWANCE FOR DOUBTFUL ACCOUNTS
<TABLE>
<CAPTION>
2000 1999 1998
------- ------- -------
<S> <C> <C> <C>
Balance at beginning of year $ 2,242 $ 1,751 $ 1,627
Provision 1,001 1,040 782
Charge-offs, net of recoveries (682) (549) (658)
------- ------- -------
Balance at end of year $ 2,561 $ 2,242 $ 1,751
======= ======= =======
</TABLE>
28
<PAGE> 31
NOTE 4. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
August 31,
-----------------
2000 1999
------- -------
<S> <C> <C>
Raw materials $ 9,777 $ 7,885
Work in process 900 1,253
Finished goods 27,423 26,082
------- -------
Total inventories $38,100 $35,220
======= =======
</TABLE>
NOTE 5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
<TABLE>
<CAPTION>
August 31,
--------------------
2000 1999
-------- --------
<S> <C> <C>
Buildings and improvements $ 5,724 $ 5,738
Machinery and equipment 18,297 17,623
Other 2,932 2,934
-------- --------
Total property, plant and equipment 26,953 26,295
Less - Accumulated depreciation (18,080) (15,608)
-------- --------
Property, plant and equipment $ 8,873 $ 10,687
======== ========
</TABLE>
NOTE 6. INCOME TAXES
The income tax provision (benefit) from continuing operations is as follows:
<TABLE>
<CAPTION>
2000 1999 1998
------- ------- -------
<S> <C> <C> <C>
Current:
Federal $ -- $ -- $ --
State -- -- --
Foreign 277 252 213
------- ------- -------
Total current 277 252 213
------- ------- -------
Deferred:
Federal 437 (1,278) 1,862
State and other 37 (496) 116
------- ------- -------
Total deferred 474 (1,774) 1,978
------- ------- -------
Valuation allowance -- 1,246 --
------- ------- -------
Total income tax provision (benefit) $ 751 $ (276) $ 2,191
======= ======= =======
</TABLE>
29
<PAGE> 32
A reconciliation between the provision for income taxes computed at the federal
statutory rate and the effective tax rate from continuing operations:
<TABLE>
<CAPTION>
2000 1999 1998
--------------- --------------- ---------------
Amount % Amount % Amount %
------- ---- ------- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Expected provision (benefit) at the statutory rate $ 711 35.0 $ (965) (35.0) $ 2,220 35.0
State & other taxes, net of federal tax benefit 77 3.8 (117) (4.2) 232 3.7
Lower tax rates on foreign income (37) (1.8) (551) (20.0) (265) (4.2)
Valuation allowance -- -- 1,246 45.2 -- --
Other -- -- 111 4.0 4 --
------- ---- ------- ----- ------- ----
Total income tax provision (benefit) $ 751 37.0 $ (276) (10.0) $ 2,191 34.5
======= ==== ======= ===== ======= ====
</TABLE>
The significant components of deferred taxes which are included in the
accompanying consolidated balance sheets are as follows:
<TABLE>
<CAPTION>
2000 1999
----------------------------- -----------------------------
Deferred Deferred Deferred Deferred
Tax Assets Tax Liabilities Tax Assets Tax Liabilities
---------- --------------- ---------- ---------------
<S> <C> <C> <C> <C>
Intangible assets $ 20,277 $ -- $ 19,720 $ --
Operating loss carryforward 4,928 -- 2,976 --
Foreign tax credits 996 -- 1,458 --
Receivable reserve 851 -- 512 --
Inventories 1,905 -- 1,773 --
Other accruals 2,278 -- 1,135 --
Other 212 1,513 213 1,638
Valuation allowance (3,053) -- (1,246) --
---------- --------------- ---------- ---------------
Total $ 28,394 $ 1,513 $ 26,541 $ 1,638
========== =============== ========== ===============
</TABLE>
The Company has provided a valuation allowance against certain foreign tax
credits set to expire in 2001 to 2005 and has recorded an additional allowance
in 2000 for those losses recorded in the hockey asset write-down that are
capital by nature. The valuation allowance as of August 31, 2000 is as follows:
<TABLE>
<S> <C>
Balance at August 31, 1999 $1,246
Provided through discontinued operations 1,807
------
Balance at August 31, 2000 $3,053
======
</TABLE>
The Company's net operating loss carry-forward expires from 2007 to 2020. Income
taxes have not been provided on the undistributed income (approximately $6,311)
for a foreign subsidiary, which the Company does not intend to be remitted to
the U.S.
30
<PAGE> 33
NOTE 7. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
<TABLE>
<CAPTION>
August 31,
-----------------
2000 1999
------- -------
<S> <C> <C>
Salary, benefits and other taxes $ 4,846 $ 4,379
Royalties 1,032 814
Environmental 778 987
Other 4,073 4,446
------- -------
Accrued liabilities $10,729 $10,626
======= =======
</TABLE>
NOTE 8. DEBT AND CAPITAL LEASE
Debt and capital lease consists of the following:
<TABLE>
<CAPTION>
August 31,
--------------------
2000 1999
-------- --------
<S> <C> <C>
Revolving credit agreement, average interest rate of 9.30% $ 35,639 $ --
Term loan A, average interest rate of 9.24% due in monthly
installments of $33 and the balance due on December 1, 2004 2,400 --
Term loan B, average interest rate of 9.50% due in monthly
installments of $84 and the balance due on December 1, 2004 7,411 --
Credit agreement with banks due April 2000, average interest rate
of 9.50%, fully paid in December 1999 -- 50,950
Obligation under capital lease, interest rate of 4.90% 132 198
-------- --------
Total debt and capital lease 45,582 51,148
Less current portion (37,178) (51,015)
-------- --------
Total long-term debt and capital lease $ 8,404 $ 133
======== ========
</TABLE>
On December 28, 1999, the Company refinanced its credit facility by entering
into a $75,000 five-year credit agreement expiring December 1, 2004 with a new
financial institution. Actual availability is based on the Company's outstanding
receivables and inventories. Total availability at August 31, 2000 was
approximately $4,337. The facility also allows for a $4,000 seasonal advance
from November through April. Borrowings under the agreement are based on an
interest rate of LIBOR plus 2.25 percent. A commitment fee of 0.50 percent is
charged on any unused portion of the facility.
The extraordinary item of $646 recorded in fiscal 2000 was due to the write-off
of deferred financing costs associated with the early extinguishment of the
previous credit facility.
On May 15, 2000 and on July 20, 2000 the Company and its lenders amended the
credit agreement to convert $2,500 (term loan A) and $7,500 (term loan B),
respectively, of the facility to term loans. The term loans provide for monthly
installment payments and the aggregate
31
<PAGE> 34
outstanding principal balance of the term loans becomes due and payable in full
on the termination date of the credit facility. The term loans bear interest at
LIBOR plus 2.50 percent and LIBOR plus 2.75 percent, respectively. The revolving
loan agreement limit was reduced to $65,000 as part of the July 20, 2000
amendment.
The credit facility includes various restrictions, including requirements that
the Company achieve certain EBITDA levels as defined in the agreement, maintain
a fixed charge ratio of 1.1 to 1 and limit capital expenditures and restrict the
payment of dividends. In accordance with EITF 95-22 "Balance Sheet
Classification of Borrowings Outstanding under Revolving Credit Agreements that
Include Both a Subjective Acceleration Clause and a Lock-Box Arrangement", the
Company has classified the revolving credit facility as a current obligation.
The Company's principal debt maturities for the five years subsequent to August
31, 2000 are $1,539, $1,535, $1,471, $1,471 and $39,566, respectively.
NOTE 9. 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 10. UNUSUAL CHARGES
2000 UNUSUAL CHARGES
During the first quarter of 2000, the Company completed a voluntary early
retirement program for certain of its employees. The cost of the program totaled
approximately $759 and has been substantially paid out as of August 31, 2000.
The costs primarily related to severance and medical benefits. Additionally,
during the first half of 2000, the Company completed a review of its strategic
alternatives that cost approximately $738.
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.
32
<PAGE> 35
In May 1998, the Company's environmental consultants completed an investigation
of the amount of the 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. During
October 2000, the Company completed the excavation and removal of the wood pitch
and is currently awaiting clearance from the NYSDEC. Based on discussions with
legal counsel and environmental engineers, the remaining reserve as of August
31, 2000 is adequate to provide for the remaining payments and remediation
activities.
A roll-forward of the Company's environmental reserve is as follows:
<TABLE>
<CAPTION>
2000 1999 1998
------- ------- -------
<S> <C> <C> <C>
Beginning of year $ 987 $ 1,082 $ 893
Additional provision -- -- 975
Payments (209) (95) (786)
------- ------- -------
End of year $ 778 $ 987 $ 1,082
======= ======= =======
</TABLE>
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.
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 compensation. The Company's contributions to the plan
were $303, $323 and $327 in 2000, 1999 and 1998, respectively.
33
<PAGE> 36
MULTI-EMPLOYER PENSION PLANS
Certain union employees participate in multi-employer defined benefit pension
plans. Contributions to the plans were $65, $171 and $194 in 2000, 1999 and
1998, 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
(the 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. The 2000 Non-Employee Directors Stock
Plan (the 2000 Directors Stock Plan) provides for the issuance of up to 25,000
shares of Rawlings common stock to non-employee directors upon exercise of stock
options or in lieu of directors' fees. The Employment Agreement by and between
Rawlings and Stephen M. O'Hara, Chief Executive Officer (the Employment
Agreement), provides for the issuance of up to 450,000 shares of Rawlings common
stock upon exercise of stock options.
Stock options granted under the 1994 Incentive Plan, the 1994 Directors Stock
Plan and the 2000 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 2000, 1999
and 1998 consistent with the provisions of this statement, the Company's net
income and net income per share would have been as follows:
<TABLE>
<CAPTION>
Pro forma 2000 1999 1998
--------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Net (loss) income $ (13,472) $ (4,542) $ 2,956
Net (loss) income per share $ (1.70) $ (0.58) $ 0.38
</TABLE>
34
<PAGE> 37
For purposes of the pro forma disclosure, the fair value of each option is
estimated on the date of grant using the Black-Scholes option-pricing model with
the following weighted average assumptions:
<TABLE>
<CAPTION>
2000 1999 1998
-------- -------- -------
<S> <C> <C> <C>
Assumptions:
Volatility 46% 43% 40%
Risk-free interest rate
6.3% 4.8% 5.4%
Dividend yield -- -- --
Expected life of options (years) 7 6 6
Weighted average grant date fair value of options: $ 3.82 $ 4.77 $6.59
</TABLE>
The following table summarizes the stock option transactions pursuant to the
Company's stock incentive and stock option plans for the three-year period ended
August 31, 2000:
<TABLE>
<CAPTION>
Weighted Average
Shares Exercise Price
(000s) Per Share
------ ---------------
<S> <C> <C>
OPTIONS OUTSTANDING AT AUGUST 31, 1997 631 $ 10.62
Granted 178 13.43
Exercised (44) 9.23
Forfeited (154) 11.33
------
OPTIONS OUTSTANDING AT AUGUST 31, 1998 611 11.33
Granted 413 10.90
Exercised (71) 9.37
Forfeited (86) 12.37
------
OPTIONS OUTSTANDING AT AUGUST 31, 1999 867 11.18
Granted 197 6.10
Exercised -- --
Forfeited (63) 9.08
------
OPTIONS OUTSTANDING AT AUGUST 31, 2000 1,001 $ 10.31
====== ===============
Exercisable options at September 30, 2000 612 $ 10.29
====== ===============
Shares available for grant at September 30, 2000 533
======
</TABLE>
35
<PAGE> 38
The following table summarizes information about stock options outstanding at
August 31, 2000:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------------------------------ --------------------------------
Weighted
Average
Number Remaining Weighted Number Weighted
Outstanding Contractual Average Exercisable at Average
at 8/31/00 Life (Years) Exercise 8/31/00 Exercise
(000s) (Years) Price (000s) Price
----------------- ------------- ------------ ----------------- -------------
<S> <C> <C> <C> <C> <C>
Range of exercise price
$5.19 to $10.00 509 7.9 $ 8.15 320 $ 8.52
$10.01 to $14.00 492 5.7 12.55 292 12.24
---------------- -----------------
Total 1,001 6.8 $ 10.31 612 $ 10.29
================ ============ =========== ================= =============
</TABLE>
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 in the Company's earnings per share calculation
until the point in time that the warrants become exercisable.
NOTE 14. RELATED PARTY TRANSACTIONS
During 2000 and 1999, the Company sold approximately $355 and $285,
respectively, of products to a professional baseball club in which two of the
Company's directors are part owners and one of which 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 years ended August 31, 2000 and 1999, the Company purchased
approximately $140 and $442, respectively, of catalogs, promotional items and
web services from a company in which one of the Company's directors is the Chief
Executive Officer. The Company believes that the terms and prices for these
purchases are no less favorable than those obtained from unaffiliated parties.
NOTE 15. COMMITMENTS AND CONTINGENCIES
The Company operates certain facilities and equipment under operating lease
agreements. The lease expense was $2,144, $1,873, and $2,158 for years 2000,
1999 and 1998, respectively.
36
<PAGE> 39
Future minimum payments under noncancelable leases, royalty and licensing
agreements as of August 31, 2000 are as follows:
<TABLE>
<CAPTION>
Royalty and
Operating Licensing
Leases Agreements
--------- ------------
<S> <C> <C>
Fiscal 2001 $ 954 $ 3,496
Fiscal 2002 725 3,037
Fiscal 2003 561 478
Fiscal 2004 133 507
Fiscal 2005 12 --
Thereafter 1 225
--------- ------------
Total minimum lease payments $ 2,386 $ 7,743
========= ============
</TABLE>
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 10 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.
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.
NOTE 16. OPERATING SEGMENTS
Operating segments 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. Aggregation of similar operating segments into a single
reportable operating segment is permitted if the businesses are considered to
have similar long-term economic characteristics. The Company has four operating
segments based on its product categories, which in applying the aggregation
criteria, have been aggregated into two reportable segments: Sports Equipment
and Licensing.
37
<PAGE> 40
<TABLE>
<CAPTION>
2000 1999 1998
--------- --------- ---------
<S> <C> <C> <C>
Net revenues
Sports equipment $ 166,941 $ 151,238 $ 156,130
Licensing 5,563 5,969 5,870
--------- --------- ---------
Consolidated net revenues $ 172,504 $ 157,207 $ 162,000
========= ========= =========
Operating income (loss)
Sports equipment $ 2,561 $ (3,806) $ 4,941
Licensing 5,563 5,969 5,870
--------- --------- ---------
Consolidated operating income $ 8,124 $ 2,163 $ 10,811
========= ========= =========
Total assets
Sports equipment $ 107,814 $ 119,446 $ 130,759
Licensing 911 1,229 1,079
--------- --------- ---------
Consolidated total assets $ 108,725 $ 120,675 $ 131,838
========= ========= =========
</TABLE>
The sports equipment segment manufactures and distributes sports equipment and
uniforms for team sports including baseball, basketball, and football. The
licensing segment licenses the Rawlings brand name on products sold by other
companies and includes products such as footwear and activewear. There are no
significant determinable operating expenses or interest costs 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 15 percent, 14 percent
and 13 percent of net revenues of Rawlings for 2000, 1999 and 1998,
respectively.
NOTE 17. QUARTERLY RESULTS (UNAUDITED)
Quarterly results are determined in accordance with annual accounting policies.
They include certain items based upon estimates for the entire year.
Summarized quarterly results for the last two years were:
<TABLE>
<CAPTION>
(Amounts in thousands, except per share data)
2000
------------------------------------------------------------
First Second Third Fourth Year
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net revenues $ 33,974 $ 63,728 $ 45,978 $ 28,824 $ 172,504
Gross profit 10,651 20,805 15,804 6,975 54,235
Income (loss) from
continuing operations before
extraordinary item (1,339) 4,486 1,470 (3,336) 1,281
Net income (loss) (1,586) 3,231 (11,314) (3,336) (13,005)
Income (loss) per share: (1)
Continuing operations (0.17) 0.57 0.18 (0.42) 0.16
Net income (loss) (0.20) 0.41 (1.42) (0.42) (1.64)
</TABLE>
38
<PAGE> 41
<TABLE>
<CAPTION>
1999
------------------------------------------------------------
First Second Third Fourth Year
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net revenues $ 32,415 $ 55,937 $ 44,740 $ 24,115 $ 157,207
Gross profit 11,117 18,243 12,425 4,098 45,883
Income (loss) from
continuing operations before
extraordinary item 51 3,485 (380) (5,638) (2,482)
Net income (loss) (222) 3,042 (677) (5,504) (3,361)
Income (loss) per share: (1)
Continuing operations 0.01 0.44 (0.05) (0.71) (0.32)
Net income (loss) (0.03) 0.39 (0.09) (0.70) (0.43)
</TABLE>
(1) Earnings per share were computed independently for each of the quarters
presented. The sum of the quarters may not equal the total year amount
due to the impact of computing average quarterly shares outstanding for
each period.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) Identification of Directors
39
<PAGE> 42
<TABLE>
<CAPTION>
TERM EXPIRES AT
ANNUAL MEETING
OF STOCKHOLDERS
FOLLOWING
SERVED AS THE FISCAL YEAR
NAME, AGE AND PRINCIPAL OCCUPATION DIRECTOR SINCE ENDING AUGUST 31,
---------------------------------- -------------- -----------------
<S> <C> <C>
ANDREW N. BAUR, 56 1994 2000
Chairman of Mississippi Valley Bancshares, a bank
holding company, and Chairman of Southwest Bank of
St. Louis, the bank subsidiary of Mississippi
Valley Bancshares, since 1984; Secretary and
Treasurer and part owner of the St. Louis Cardinals
Major League Baseball team since 1996.
STEPHEN M. O'HARA, 45 1998 2000
Chairman of the Board and Chief Executive Officer of the
Company since November 2, 1998; previously since 1994
President of Specialty Catalog Corp., a direct marketer
targeting niche consumer products; director of Angelica
Corporation; director of the St. Louis, Missouri YMCA.
ROBERT S. PRATHER, JR., 56 1998 2000
President and Chief Executive Officer of Bull Run
Corporation since 1992; director of Gray Communications
Systems, Inc. since 1993 and interim Executive Vice
President-Acquisitions since 1996; Chairman of the Board
of Phoenix Corporation, a steel service center,
from 1980 to 1992.
LINDA L. GRIGGS, 51 1996 2001
Partner in the Business and Finance Section of the
law firm of Morgan, Lewis & Bockius LLP.
WILLIAM C. ROBINSON, 50 1994 2001
President of The Treehouse Florida Fancy Inc. since
1990; a consultant to F.W. Woolworth Co. from 1988
to 1990; President And Chief Executive Officer of
Robby's Sports, a 49 store sporting goods retail
chain, from 1973 to 1988.
W. JAMES HOST, 62 2000 2002
Chief Executive Officer of Host Communications,
Inc., since 1972; director of Bull Run Corporation,
since 1999.
MICHAEL MCDONNELL, 61 1994 2002
President of Rock Island Corporation, a holding company
for the distribution of hardware and the manufacturing of
building products, since 1980; part owner of the St. Louis
Cardinals Major League Baseball team since 1996.
</TABLE>
(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.
40
<PAGE> 43
(c) Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of the Company's outstanding Common Stock, to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership in the Company's Common Stock and other equity
securities. In addition, under Section 16(a), a director, executive officer or
10% stockholder who is a trustee and has a pecuniary interest (such interest
includes situations where a member of the trustee's immediate family is a
beneficiary of the trust) in any holding or transaction in the Company's
securities held by the trust, must report the holding or transaction on the
trustee's individual form. Securities and Exchange Commission regulations
require directors, executive officers, greater than 10% stockholders and
reporting trusts to furnish the Company with copies of all Section 16(a) reports
they file.
Except as described below, to the Company's knowledge, based solely on
a review of the copies of such reports furnished to the Company and written
representations that no other reports were required, during the fiscal year
ended August 31, 2000, all Section 16(a) filing requirements applicable to the
directors, executive officers and greater than 10% stockholders were met.
Through a record-keeping error at the Company, a Report on Form 5 was not timely
filed on behalf of each of Andrew N. Baur, Linda L. Griggs, W. James Host,
Michael McDonnell, Stephen M. O'Hara, Robert S. Prather, Jr. and William C.
Robinson, directors of the Company.
ITEM 11. EXECUTIVE COMPENSATION.
COMPENSATION OF DIRECTORS
The Company's Directors, except for those who are also employees of the
Company, receive an annual retainer fee of $15,000 for service as a Director. In
addition, each non-employee Director receives meeting attendance fees of $1,000
per meeting for special Board meetings or Committee meetings not held in
conjunction with a regular Board meeting. In 1999, the directors elected to
receive in lieu of cash payment of their directors' fees a number of shares of
Common Stock having a value equal to the amount of the cash fees. The Company
also reimburses all of its Directors for their out-of-pocket expenses incurred
in the performance of their duties as Directors of the Company.
Pursuant to the Company's Non-Employee Directors' Stock Plans (the
"Directors' Plans"), the non-employee Directors receive (i) a non-qualified
stock option having an exercise price equal to the fair market value on the date
of grant for 2,500 shares of the Common Stock upon their initial election or
appointment and, thereafter, a non-qualified stock option for 1,000 shares of
the Common Stock annually at the date of the annual meeting, except that no more
than one stock option award may be granted to each non-employee Director in a
given calendar year, and (ii) the right to defer receipt of fees in cash, and
receive instead the right to delivery at a specified future date of that number
of shares of Common Stock having a value at the time of deferral equal to the
amount of cash deferred.
41
<PAGE> 44
EXECUTIVE COMPENSATION
BACKGROUND
The members of the Company's Compensation Committee during the
Company's fiscal year ended August 31, 2000, who are also currently members of
the Compensation Committee, were W. James Host, Michael McDonnell and William C.
Robinson.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As discussed above under "Compensation Committee Report," the
Compensation Committee has general responsibility for the establishment,
direction and administration of all aspects of the compensation policies and
programs for the Company's executive officers. During the fiscal year ended
August 31, 2000, the members of the Compensation Committee were W. James Host,
Michael McDonnell, William C. Robinson, as well as two directors who retired
during the third quarter, Michael J. Roarty and Charles L. Jarvie. None of the
members of the Compensation Committee were, during the fiscal year ended August
31, 2000, an officer or employee of the Company or any of its subsidiaries, or
otherwise were formerly an officer of the Company or any of its subsidiaries.
SUMMARY OF COMPENSATION
The following table shows information concerning compensation earned by
or paid to the Company's Chief Executive Officer and each of the four other most
highly compensated Executive Officers of the Company whose salary and bonus for
the twelve months ended August 31, 2000 exceeded $100,000. This information is
provided for the fiscal years ended August 31, 2000, 1999 and 1998.
42
<PAGE> 45
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION OPTIONS COMPENSATION
POSITION YEAR $ $ $ # $(1)
------------------ ------ ------- ------ ------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Stephen M. O'Hara (2) 2000 275,000 -- 63,940 38,250
Chairman and 1999 229,167 -- 86,759(3) 263,850 32,406
Chief Executive Officer
Howard B. Keene 2000 163,000 -- -- 10,000 4,890
President and 1999 161,250 -- -- 15,000 4,691
Chief Operating Officer 1998 206,072 8,126 -- 33,000 4,095
Michael L. Luetkemeyer (4) 2000 204,415 -- 106,536(5) 45,000 --
Stan W. Morrison (6) 2000 160,000 -- -- 10,000 2,400
Executive Vice President 1999 145,454 -- 94,338(7) 40,000 400
Sales and Marketing
Jonathan C. Hodgins 2000 150,000 -- -- 1,000 3,750
Vice President Marketing 1999 150,000 -- 87,716(8) 15,000 3,375
1998 144,892 -- -- 25,000 3,000
</TABLE>
(1) The amounts indicated reflect 401(k) Plan contributions by the Company
on behalf of executive officers O'Hara, Keene, Morrison and Hodgins of
$8,250, $4,890, $2,400 and $3,750, respectively and $30,000 in premiums
on a life insurance policy for Mr. O'Hara.
(2) Mr. O'Hara was selected as Chairman and Chief Executive Officer on
October 15, 1998.
(3) In connection with Mr. O'Hara's relocation from Massachusetts, the
Company paid $51,781 of relocation expenses (including airfare and
temporary accommodation expenses in St. Louis, Missouri, real estate
commissions and other costs associated with the sale of Mr. O'Hara's
home and an amount equal to one month's salary for other relocation
expenses). In addition, the Company paid Mr. O'Hara $15,272, which
amount represents the amount recognized by Mr. O'Hara for tax purposes
in connection with the Company's payment of the above-referenced
relocation expenses.
(4) Mr. Luetkemeyer resigned as Chief Financial Officer as of
September 25, 2000.
(5) Mr. Luetkemeyer lived in Florida while he served as Chief Financial
Officer. In connection with Mr. Luetkemeyer's engagement the Company
paid $61,808 of expenses (including airfare and temporary housing
expenses in St. Louis, Missouri and an amount equal to one month's
salary for other anticipated relocation expenses). In addition, the
company paid Mr. Luetkemeyer $44,294, which amount represents the
amount recognized by Mr. Luetkemeyer for tax purposes in connection
with the Company's payment of the above-referenced expenses.
(6) Mr. Morrison joined the Company in October 1998.
(7) In connection with Mr. Morrison's relocation, the Company paid $55,543
of relocation expenses (including airfare and temporary accommodation
expenses in St. Louis, Missouri, real estate commissions and
transaction associated costs and an amount equal to one month's salary
for other relocation expenses). In addition, the Company paid Mr.
Morrison $22,149, which amount represents the amount recognized by Mr.
Morrison for tax purposes in connection with the Company's payment of
the above-referenced relocation expenses.
(8) In connection with Mr. Hodgins' relocation from Canada, the Company
paid $46,998 of relocation expenses that included real estate
commissions on the sale of Mr. Hodgins' home as well as airfare and
43
<PAGE> 46
temporary living expenses in St. Louis, Missouri. In addition, the
Company paid Mr. Hodgins $22,577, which amount represents the amount
recognized by Mr. Hodgins for tax purposes in connection with the
Company's payment of the above-referenced relocation expenses.
STOCK OPTIONS
The following tables set forth certain information concerning options
granted during the fiscal year ended August 31, 2000 to the Executive Officers
named in the Summary Compensation Table and the number and value of the
unexercised options held by such persons on August 31, 2000:
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
------------------------------------------------------------------------------------------------ ----------------------------
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (1)
------------------------------------------------------------------------------------------------ ----------------------------
(a) (b) (c) (d) (e) (g) (h)
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS EXERCISE
OPTION/ GRANTED TO OR
SARS GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) FISCAL YEAR ($/Sh) DATE 5% ($) 10% ($)
-------------------------- ------------ ------------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Stephen M. O'Hara 40,000(2) 5.4328 01/24/05 59,888 132,688
1,700(2) 5.4375 01/25/05 2,554 5,648
5,274(2) 5.314 04/18/05 7,732 17,119
4,000(2) 5.25 04/24/05 5,800 12,840
600(2) 6.875 07/25/05 1,137 2,517
2,000(2) 7.0313 07/25/05 3,877 8,577
8,600(2) 7.0625 07/25/05 16,749 37,045
1,366(2) 6.0852 07/25/05 2,301 5,074
400(2) 34% 6.00 07/28/05 664 1,464
Howard B. Keene 10,000(3) 5% 5.5625 05/03/10 34,975 88,675
Michael L. Luetkemeyer 25,000(4) 9.375 10/14/09 147,375 373,625
10,000(2) 5.375 01/19/10 33,850 85,650
10,000(3) 24% 5.5625 05/03/10 34,975 88,675
Stan W. Morrison 10,000(3) 5% 5.5625 05/03/10 34,975 88,675
Jonathan C. Hodgins 1,000(3) .5% 5.5625 05/03/10 3,498 8,868
</TABLE>
(1) The potential realizable value represents the amount each Executive
Officer might realize if the stock appreciates annually at the assumed
rates of 5% and 10% for the full period of the options (10 years,
except the options granted to Mr. O'Hara which have a period of 5
years). The amounts represent only hypothetical values and there can be
no assurance that such growth rates in stock price will be achieved.
The actual amount realized by each Executive Officer will be determined
at the time the options are exercised and will be based on the excess
of the fair market value of the stock at the time of exercise over the
exercise price.
(2) The options have an exercise price equal to the market value on the
date of grant and become exercisable immediately upon grant.
44
<PAGE> 47
(3) The options have an exercise price equal to the market price on the
date of grant and become exercisable as to one-third of the initial
number of underlying shares of common stock on each of the first,
second, and third anniversaries of the date of grant, subject to
acceleration in the event of death or disability of the optionee, a
change in control (as defined in the Stock Option Plan) or as otherwise
determined by the Compensation Committee.
(4) The options have an exercise price equal to the market price on the
date of grant and become exercisable in 20 percent increments on each
of the first, second, third, fourth and fifth anniversary dates of the
date of grant.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
----------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARs AT IN-THE-MONEY OPTIONS/SARs
SHARES FY-END (#) AT FY-END ($)
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE (1)
<S> <C> <C> <C> <C>
Stephen M. O'Hara -0- -0- 227,790/100,000 33,474/0
Howard B. Keene -0- -0- 100,745/31,000 0/5,000
Michael L. Luetkemeyer -0- -0- 15,000/30,000 6,875/5,000
Stan W. Morrison -0- -0- 18,334/31,666 0/5,000
Jonathan Hodgins -0- -0- 25,000/16,000 0/500
</TABLE>
(1) The closing price of the Common Stock on the Nasdaq National Market on
August 31, 2000 was $6.0625 per share. Value is calculated by
determining the difference between the option exercise price and
$6.0625, multiplied by the number of shares of Common Stock underlying
the options.
RETIREMENT PLANS
All of the Executive Officers of Rawlings who were previously employees
of Figgie accrued retirement income credits under Figgie's Retirement Income
Plan II (the "Figgie Plan") until the date of the initial public offering of the
Company's shares (the "IPO"). Such employees will receive, upon retirement,
benefits accrued under the Figgie Plan up until the date of the IPO. In
connection with the acquisition of the Rawlings Business from Figgie, each of
the Company's employees has been given credit for vesting and eligibility to
receive benefits under the Company's retirement plan for service as an employee
of Figgie. In return, Figgie has provided full vesting under the Figgie Plan for
all employees of Rawlings who were previously employees of Figgie.
As of July 8, 1994, the date of the IPO, the amount of annual benefits
payable upon retirement under the Figgie Plan, including accrued benefits from a
prior plan which was terminated on November 21, 1988, to Mr. Keene, who was an
employee of Figgie, is $9,372.
The Company has not adopted a retirement plan.
45
<PAGE> 48
EMPLOYMENT AGREEMENT
The Company entered into an employment agreement with Stephen M. O'Hara
in November 1998 which agreement, as amended in January 2000, provides for (i)
an initial annual salary of $275,000, with an annual salary review and
adjustment by the Compensation Committee, (ii) an annual bonus of up to 75% of
salary, which will be based upon subjective and objective criteria established
by the Compensation Committee, (iii) the issuance of stock options to purchase
250,000 shares of Common Stock having the terms discussed below, (iv) severance
benefits equal to three times Mr. O'Hara's base salary at time of termination if
his employment with the Company is terminated under certain circumstances
following a change in control of the Company, (v) a termination benefit, unless
Mr. O'Hara is terminated for cause, as defined in the employment agreement,
equal to two times Mr. O'Hara's base salary at the time of termination and the
continuation of certain benefits for a period of two years following such
termination, provided that Mr. O'Hara may not receive such termination benefit
in the event of a change in control of the Company for which Mr. O'Hara receives
the benefits described below under "Severance Agreements," (vi) a $2 million
life insurance policy, (vii) an automobile allowance, and (viii) certain
relocation expenses and miscellaneous perquisites.
The stock options referred to above vest over a four year period in 20%
increments. The options that vest on the date of grant are exercisable at a
price per share equal to the current market price of the Common Stock on October
30, 1998 ($10.00), and those vesting on the second, third and fourth
anniversaries are exercisable at $11.00, $12.00, $13.00 and $14.00,
respectively. In addition, for each share of Common Stock purchased by Mr.
O'Hara, up to the first 20,000 shares purchased annually, Mr. O'Hara shall
receive pursuant to the employment agreement the option to purchase two shares
of Common Stock at an exercise price equal to the price at which such shares of
Common Stock were purchased.
SEVERANCE AGREEMENTS
The Company has entered into severance agreements with each of the
Executive Officers named in the Summary Compensation Table which provide various
severance benefits to certain Executive Officers if their employment with the
Company is terminated under certain circumstances following a change in control
of the Company. The agreements provide that a change in control of the Company
is deemed to have occurred if (i) a person acquires beneficial ownership of 20%
or more of the Company's voting stock (33% under Mr. O'Hara's employment
agreement), (ii) individuals who, at the date of the agreement or the beginning
of a two-year period thereafter, constitute the Board of Directors, cease for
any reason to constitute a majority of the Board, (iii) the stockholders approve
a liquidation of the Company, a sale or disposition of all or substantially all
of the Company's assets, or a merger, consolidation or reorganization of the
Company other than one that would result in (a) the holders of the Company's
voting stock continuing to own beneficially more than 50% of the outstanding
stock of the resulting corporation, (b) no person who did not own voting stock
prior to the transaction owning 20% or more of the outstanding stock of the
resulting corporation, and (c) at least a majority of the board of directors of
the resulting corporation being members of the Board of Directors of the Company
at the date the severance agreement was signed or at the beginning of a two-year
period
46
<PAGE> 49
thereafter that precedes the corporate transaction, or (iv) the Board concludes
that the Executive Officer is entitled to the benefits because of the
occurrence, threat or imminence of an event with consequences similar to the
foregoing.
Each of the agreements provides for severance payments in the event of
termination of the Executive Officer's employment within a specified period
after a change in control of the Company (two and one-half years for Mr. Keene
and two years for other Executive Officers), unless the Executive Officer's
employment is terminated by the Company or its successors for "cause" or
"disability", because of the Executive Officer's death or "retirement" or by the
Executive Officer's voluntary termination for other than "good reason", in each
case as such terms are defined in the agreements. The benefits consist of the
following: (a) an amount equal to two times the highest annual base salary paid
to the Executive Officers at any time up to the termination of such Executive
Officer's employment (three times for Mr. O'Hara, two and one-half times for Mr.
Keene and one-half the annual salary for Mr. Hodgins); (b) salary and bonus
(prorated assuming annual bonuses were paid at the target level) to the date of
termination (Mr. O'Hara would receive an amount equal to his prior year's
bonus); (c) medical, dental, long-term disability and group term life insurance
benefits for three years for Mr. O'Hara, two and one-half years for Mr. Keene
and two years for other Executive Officers if the Executive Officer makes his or
her required contribution; and (d) acceleration of the vesting of all stock
options. Under the Deficit Reduction Act of 1984, severance payments that exceed
a certain amount subject both the Company and the Executive Officer to adverse
U.S. federal tax consequences. Each of the agreements provides that the Company
shall pay the Executive Officer (i) the severance benefits reduced to the extent
necessary to avoid an excise tax or (ii) unreduced severance benefits if, after
application of the excise tax, the severance benefits would be greater than the
severance benefits provided for in clause (i) above.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The stockholders named in the following table are the only stockholders
known to the Company to be the beneficial owners of five percent (5%) or more of
the Company's Common Stock as of October 31, 2000. For purposes of this table,
the term "beneficial owner" means any person who, directly or indirectly, has or
shares the power to vote, or to direct the voting of, a security or the power to
dispose, or to direct the disposition, of a security.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
<S> <C> <C>
First Pacific Advisors, Inc. 893,500(1) 11.3%
11400 West Olympic Boulevard
Suite 1200
Los Angeles, California 90064
Bull Run Corporation 806,500(2) 10.2%
4370 Peachtree Rd. NE
Atlanta, Georgia 30319
</TABLE>
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<PAGE> 50
(1) This amount, as reflected in an amended report on Schedule 13G dated
February 11, 2000, consists of no sole voting power, shared voting
power with respect to 404,400 shares, no sole dispositive power and
shared dispositive power with respect to 893,500 shares.
(2) This amount, as reflected in an amended report on Schedule 13D dated
January 20, 2000, does not include 925,804 shares of Common Stock
issuable to Bull Run Corporation upon exercise of a Common Stock
Purchase Warrant which is not currently exercisable. Robert S. Prather,
Jr. is the President and Chief Executive Officer of Bull Run
Corporation. Pursuant to a Standstill Agreement, dated November 21,
1997, as amended, between the Company and Bull Run Corporation, Bull
Run Corporation is entitled to select two nominees to the Board of
Directors of the Company. Mr. Prather and Mr. Host were selected by
Bull Run Corporation as its nominees and appointed to the Board of
Directors.
STOCK OWNERSHIP OF DIRECTORS,
THE NOMINEES FOR DIRECTOR AND EXECUTIVE OFFICERS
The following table and notes thereto set forth information, as of
October 31, 2000, with respect to the beneficial ownership of shares of Common
Stock by each Director, each person nominated by the Board for election to the
Board of Directors and each Executive Officer named in the Summary Compensation
Table and by the Directors and Executive Officers of the Company, as a group,
based upon information furnished to the Company by such persons:
AMOUNT OF BENEFICIAL OWNERSHIP
AS OF OCTOBER 31, 2000(1)
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
<S> <C> <C>
Andrew N. Baur (d) 35,257 (2) *
Linda L. Griggs (d) 10,111 (3) *
Jonathan C. Hodgins 26,135 (4) *
W. James Host (d) 0 *
Howard B. Keene 115,211 (5) 1.4%
Michael L. Luetkemeyer 20,000 (6) *
Michael McDonnell (d) 84,860 (7) 1.0%
Stan W. Morrison 23,022 (8) *
Stephen M. O'Hara (d) 270,720 (9) 3.3%
Robert S. Prather, Jr. (d) 815,916 (10) 10.3%
William C. Robinson (d) 43,278 (11) *
All Current Directors and Executive
Officers as a Group (13 persons) 1,637,179 19.2%
</TABLE>
---------
(d) Director
* Less than 1%
(1) Each Director and Executive Officer owning shares listed or included in
this table exercises sole voting and dispositive power over such
shares, except as otherwise indicated in footnotes (2) through (11).
Included in the table are shares underlying options that are
exercisable within sixty days after October 31, 2000.
(2) This amount includes 6,000 shares of Common Stock underlying options
granted under the Rawlings Sporting Goods Company, Inc. Non-Employee
Directors' Stock Plan ("Directors' Plan") and 11,257 shares of Common
Stock Mr. Baur is entitled to receive in lieu of directors' fees
pursuant to the Directors' Plan.
(3) This amount includes 4,000 shares of Common Stock underlying options
granted under the Directors' Plan and 5,611 shares of Common Stock Ms.
Griggs is entitled to receive in lieu of directors' fees pursuant to
the Directors' Plan.
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<PAGE> 51
(4) This amount includes 25,000 shares of Common Stock underlying options
granted under the Rawlings Sporting Goods Company, Inc. 1994 Long-Term
Incentive Plan (the "Stock Option Plan") and 1,135 shares of Common
Stock beneficially owned under the Rawlings Sporting Goods Company,
Inc. Savings Plan (the "401(k) Plan") as to which Mr. Hodgins has sole
voting and dispositive power.
(5) This amount includes 100,745 shares of Common Stock underlying options
granted under the Stock Option Plan and 14,466 shares beneficially
owned under the 401(k) Plan as to which Mr. Keene has sole voting and
dispostive power.
(6) This amount includes 15,000 shares of Common Stock underlying options
granted under the Stock Option Plan.
(7) This amount includes 6,000 shares of Common Stock underlying options
granted under the Directors' Plan and 10,860 shares of Common Stock Mr.
McDonnell is entitled to receive in lieu of directors' fees pursuant to
the Directors' plan.
(8) This amount includes 18,334 shares of Common Stock underlying options
granted under the Stock Option Plan, and 542 shares of Common Stock
beneficially owned under the 401(k) Plan as to which Mr. Morrison has
sole voting and dispositive power.
(9) This amount includes 227,790 shares underlying options granted under
Mr. O'Hara's employment agreement and 4,718 shares beneficially owned
under the 401(k) Plan as to which Mr. O'Hara has sole voting and
dispositive power.
(10) This amount does not include Common Stock which may be purchased by
Bull Run Corporation pursuant to Common Stock Purchase Warrants because
such Warrants are not currently exercisable. Mr. Prather is President
and Chief Executive Officer of Bull Run Corporation but does not have
sole voting and dispositive power over shares held by Bull Run
Corporation. This amount includes 1,500 shares of Common Stock
underlying options granted under the Director's Plan and 5,716 shares
of Common Stock Mr. Prather is entitled to receive in lieu of
directors' fees pursuant to the Directors' Plan.
(11) This amount includes 6,000 shares of Common Stock underlying options
granted under the Directors' Plan and 5,778 shares of Common Stock Mr.
Robinson is entitled to receive in lieu of directors' fees pursuant to
the Directors' Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Mr. Baur is the Secretary and Treasurer and part owner and Mr.
McDonnell is part owner of St. Louis Cardinals L.P. During the fiscal year ended
August 31, 2000, the Company sold approximately $355,000 of product to St. Louis
Cardinals L.P. The Company believes that the terms and prices for the sale of
these products are no less favorable than those obtained from unaffiliated
parties.
Mr. Host is the Chief Executive Officer of Host Communications, Inc.
During the fiscal year ended August 31, 2000, the Company purchased
approximately $140,000 of catalogs, promotional items and web services from Host
Communications, Inc. The Company believes that the terms and prices for these
purchases are no less favorable than those obtained from unaffiliated parties.
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.
49
<PAGE> 52
(a)(3) Exhibits
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 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 Credit Agreement, dated as of December 28, 1999, by and
among the Company as Borrower, certain other credit parties
named therein, and certain Lenders signatory thereto,
included as Exhibit 10 to the Company's Form 8-K dated
December 28, 1999, is hereby incorporated herein by
reference.
10.2 Amendment No. 1 to the Credit Agreement among Rawlings
Sporting Goods Company, Inc., General Electric Capital
Corporation and LaSalle Bank National Association dated
February 29, 2000.
50
<PAGE> 53
10.3 Amendment No. 2 to the Credit Agreement among Rawlings
Sporting Goods Company, Inc., General Electric Capital
Corporation and LaSalle Bank National Association dated
May 15, 2000, included as Exhibit 10.1 to the Company's
Form 10-Q for the quarter ended May 31, 2000, is hereby
incorporated herein by reference.
10.4 Amendment No. 3 to the Credit Agreement among Rawlings
Sporting Goods Company, Inc., General Electric Capital
Corporation and LaSalle Bank National Association dated
July 20, 2000.
10.5 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.
10.6 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.
10.7 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.
*10.8 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.
*10.9 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.
10.10 The Company's 2000 Non-Employee Directors' Stock Plan,
included as Exhibit 4.3 to the Company's Registration
Statement on Form S-8 (File No. 333-43124) is hereby
incorporated herein by reference.
10.11 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.
*10.12 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
51
<PAGE> 54
fiscal year ended August 31, 1994, is hereby incorporated
herein by reference.
*10.13 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.
10.14 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.
10.15 Standstill Agreement dated November 21, 1997 between the
Company and 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.
10.16 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.
10.17 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.
*10.18 Employment Agreement entered into between the Company
and Stephen M. O'Hara, dated as of November 2, 1998, as
amended, included as Exhibit 4.2 to the Company's
Registration Statement on Form S-8 (File No. 333-43124) is
hereby incorporated herein by reference.
10.19 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 exhibit pursuant to the Item 14(c) of this report.
(b) Reports on Form 8-K
None.
52
<PAGE> 55
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 8, 2000 By: Ellen S. Morice
---------------- ---------------------------------
Ellen S. Morice
Controller
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.
<TABLE>
<CAPTION>
SIGNATURE DATE
--------- ----
<S> <C>
By: Stephen M. O'Hara December 8, 2000
----------------------------------- ----------------
Stephen M. O'Hara
Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer)
By: Ellen S. Morice December 8, 2000
----------------------------------- ----------------
Ellen S. Morice
Controller
(Principal Financial Officer and
Accounting Officer)
By: Andrew N. Baur December 8, 2000
----------------------------------- ----------------
Andrew N. Baur
Director
By: Linda L. Griggs December 8, 2000
----------------------------------- ----------------
Linda L. Griggs
Director
By: W. James Host December 8, 2000
----------------------------------- ----------------
W. James Host
Director
By: Michael McDonnell December 8, 2000
----------------------------------- ----------------
Michael McDonnell
Director
By: Robert S. Prather Jr. December 8, 2000
----------------------------------- ----------------
Robert S. Prather Jr.
Director
By: William C. Robinson December 8, 2000
----------------------------------- ----------------
William C. Robinson
Director
</TABLE>
