UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended February 29, 2000
Commission file number 0-24450
RAWLINGS SPORTING GOODS COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-1674348
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
1859 Intertech Drive, Fenton, Missouri 63026
(Address of Principal Executive Offices) (Zip Code)
(636) 349-3500
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Number of shares outstanding of the issuer's Common Stock,
par value $0.01 per share, as of March 31, 2000: 7,927,244
shares.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Rawlings Sporting Goods Company, Inc. and Subsidiaries
Consolidated Statements of Income
(Amounts in thousands, except per share data)
(Unaudited)
QUARTER ENDED SIX MONTHS ENDED
FEBRUARY 29, FEBRUARY 29,
2000 1999 2000 1999
Net revenues $65,352 $57,408 $101,346 $91,531
Cost of goods sold 44,790 39,079 69,784 61,789
Gross profit 20,562 18,329 31,562 29,742
Selling, general and
administrative
expenses 12,462 12,285 23,050 22,966
Unusual charges 238 - 1,497 -
Operating income 7,862 6,044 7,015 6,776
Interest expense, net 1,651 1,186 3,227 2,233
Other expense, net 57 30 152 67
Income before income
taxes 6,154 4,828 3,636 4,476
Provision for
income taxes 2,277 1,786 1,345 1,656
Net income before
extraordinary item 3,877 3,042 2,291 2,820
Extraordinary item 646 - 646 -
Net income $3,231 $3,042 $1,645 $2,820
Net income per common share:
Basic:
Before extraordinary
item $0.49 $0.39 $0.29 $0.36
Extraordinary item ($0.08) - ($0.08) -
Net income $0.41 $0.39 $0.21 $0.36
Diluted:
Before extraordinary
item $0.49 $0.39 $0.29 $0.36
Extraordinary item ($0.08) - ($0.08) -
Net income $0.41 $0.39 $0.21 $0.36
Shares used in computing
per share amounts:
Basic 7,934 7,834 7,928 7,823
Assumed exercise of
stock options 2 29 2 19
Diluted 7,936 7,863 7,930 7,842
The accompanying notes are an integral part of these consolidated
statements.
Rawlings Sporting Goods Company, Inc. and Subsidiaries
Consolidated Balance Sheets
(Amounts in thousands, except share data)
(Unaudited)
FEBRUARY 29, AUGUST 31,
2000 1999
ASSETS
Current Assets:
Cash and cash equivalents $2,380 $1,438
Accounts receivable, net of allowance
of $2,947 and $2,538
respectively 67,091 32,048
Inventories 46,738 39,749
Deferred income taxes 3,983 3,983
Prepaid expenses 615 928
Total current assets 120,807 78,146
Property, plant and equipment, net 11,782 12,570
Deferred income taxes 20,116 21,460
Goodwill, net 8,006 8,112
Other assets 1,594 1,369
Total assets $162,305 $121,657
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $69,004 $51,015
Accounts payable 25,288 8,518
Accrued liabilities 14,549 11,059
Total current liabilities 108,841 70,592
Long-term debt, less current maturities 99 133
Other long-term liabilities 9,291 8,855
Total liabilities 118,231 79,580
Stockholders' equity:
Preferred stock, none issued - -
Common stock, 7,923,015 and 7,897,708
shares issued and outstanding,
respectively 79 79
Additional paid-in capital 30,659 30,482
Stock subscription receivable (1,421) (1,421)
Cumulative other comprehensive income (1,224) (1,399)
Retained earnings 15,981 14,336
Stockholders' equity 44,074 42,077
Total liabilities and stockholders'
equity $162,305 $121,657
The accompanying notes are an integral part of these
consolidated balance sheets.
Rawlings Sporting Goods Company, Inc. and Subsidiaries
Consolidated Statements of Cash Flow
(Amounts in thousands)
(Unaudited)
SIX MONTHS ENDED
FEBRUARY 29,
2000 1999
Cash flows from operating activities:
Net income $1,645 $2,820
Adjustments to reconcile net
income to net cash used in
operating activities:
Depreciation and amortization 1,713 1,232
Deferred income taxes 1,344 2,630
Extraordinary item 646 ---
Changes in operating assets and
liabilities:
Accounts receivable, net (35,043) (23,269)
Inventories (6,989) (8,472)
Prepaid expenses 313 (206)
Other assets (1,103) (18)
Accounts payable 16,770 8,686
Accrued liabilities and other 4,112 (2,007)
Net cash used in operating
activities (16,592) (18,604)
Cash flows from investing activities:
Capital expenditures (599) (1,145)
Net cash used in investing activities (599) (1,145)
Cash flows from financing activities:
Net increase in short-term
borrowings 17,989 ---
Borrowings of long-term debt --- 33,300
Repayments of long-term debt (34) (13,230)
Issuance of common stock 178 380
Net cash provided by financing
activities 18,133 20,450
Net increase in cash and cash
equivalents 942 701
Cash and cash equivalents,
beginning of period 1,438 862
Cash and cash equivalents,
end of period $2,380 $1,563
The accompanying notes are an integral part of these
consolidated statements.
Rawlings Sporting Goods Company, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Summary of Significant Accounting Policies.
The accompanying unaudited interim consolidated financial
statements have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission pertaining
to interim financial information and do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements. These
financial statements should be read in conjunction with the
consolidated financial statements and accompanying notes included
in the Company's Form 8-K filed on January 3, 2000. In the
opinion of management, all adjustments consisting only of normal
recurring adjustments considered necessary for a fair
presentation of financial position and results of operations have
been included therein. The results for the six months ended
February 29, 2000 are not necessarily indicative of the results
that may be expected for a full fiscal year.
Note 2: New Credit Facility
On December 28, 1999, the Company refinanced its credit
facility by entering into a $75,000,000 five-year term credit
agreement with a new lender. Actual availability is based on the
Company's outstanding receivables and inventories. The facility
also allows for a $15,000,000 seasonal advance from November
through April. Borrowings under the agreement are based on an
interest rate of LIBOR plus 2.25%. A commitment fee of .50% is
charged on any unused portion of the facility.
The new 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 to 1 and limit capital expenditures and the payment of
dividends. Certain restrictions contained in the credit facility
require, based on current accounting literature, that debt under
the facility be classified as current.
Note 3: Inventories
Inventories consisted of the following (in thousands):
FEBRUARY 29, AUGUST 31,
2000 1999
Raw materials $8,840 $8,447
Work in process 2,682 1,977
Finished goods 35,216 29,325
$46,738 $39,749
Note 4: Comprehensive Income
For the three months ended February 29, 2000 and February
28, 1999, comprehensive income was $3,321,000 and $3,101,000,
respectively. Comprehensive income for the six months ended
February 29, 2000 and February 28, 1999 was $1,820,000 and
$3,009,000, respectively.
Note 5: Operating Segments
In 1999, the Company adopted Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of a
Business Enterprise and Related Information," which establishes
standards for reporting information about reportable operating
segments. Operating segments, as defined, are components of an
enterprise about which separate financial information is
available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in
assessing performance. The Company has identified operating
segments based on internal management reports. This Statement
allows aggregation of similar operating segments into a single
reportable operating segment if the businesses are considered
similar under the criteria of this statement. The Company has
five operating segments based on its product categories, which in
applying the aggregation criteria of this Statement have been
aggregated into two reportable segments: Sports Equipment and
Licensing.
The sports equipment segment manufactures and distributes
sports equipment and uniforms for team sports including baseball,
basketball, football, and hockey. The licensing segment licenses
the Rawlings brand name on products sold by other companies,
including products such as golf equipment, footwear, and
activewear. There are no determinable operating expenses for the
licensing segment. The accounting policies of the segments are
the same as those for the Company. The revenues generated and
long-lived assets located outside the United States are not
significant and therefore, separate presentation is not required.
QUARTER ENDED SIX MONTHS ENDED
FEBRUARY 29, FEBRUARY 29,
2000 1999 2000 1999
Net revenues
Sports equipment $63,819 $55,916 $ 98,803 $89,002
Licensing 1,533 1,492 2,543 2,529
Consolidated net revenues $65,352 $57,408 $101,346 $91,531
Operating income
Sports equipment $ 6,329 $ 4,552 $ 4,472 $ 4,247
Licensing 1,533 1,492 2,543 2,529
Consolidated operating
income $ 7,862 $ 6,044 $ 7,015 $ 6,776
February 29, August 31,
2000 1999
Total assets
Sports equipment $161,143 $120,428
Licensing 1,162 1,229
Consolidated total assets $162,305 $121,657
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition
RESULTS OF OPERATIONS
Quarter Ended February 29, 2000 Compared
with Quarter Ended February 28, 1999
Net revenues for the quarter ended February 29, 2000 were
$65,352,000 or 13.8 percent higher than net revenues of
$57,408,000 for the same quarter last year. The increase in net
revenues was primarily the result of strong demand across all
categories of baseball equipment with the exception of radar
speed-sensing baseballs. Additionally, net revenues from
basketballs were up $1,204,000 due to increased demand at a major
mass merchandiser. Net revenues from apparel were up $683,000
primarily as a result of additional demand for stock baseball
apparel. Net revenues from footballs were down $990,000 due to
the decision not to renew the NCAA football contract.
The Company's gross profit was $20,562,000 or 12.2 percent
higher than the gross profit of $18,329,000 for the comparable
prior year period. The gross profit margin for the quarter was
31.5 percent, 0.4 margin points lower than the comparable prior
year quarter. The lower profit margin was primarily related to a
higher volume of low margin sales of discontinued products.
Selling, general and administrative (SG&A) expenses of
$12,462,000 were 1.4 percent above SG&A expenses of $12,285,000
in the comparable prior year quarter. SG&A expenses were 19.1
percent of net revenues or 2.3 points lower than the comparable
prior year quarter. The increase in SG&A expenses was primarily
related to increases in royalties, endorsement contracts,
freight, professional fees and depreciation.
Interest expense for the quarter ended February 29, 2000 was
$1,651,000 or 39.2 percent higher than the interest expense of
$1,186,000 in the comparable prior year quarter. Lower average
borrowings by $8,513,000 were more than offset by an increase in
average interest rates of 3.7 points.
Unusual charges included a charge of $238,000 for costs
associated with the Company's recently completed review of
strategic alternatives.
The extraordinary item of $646,000 was due to the write-off
of deferred financing costs associated with the early
extinguishment of the previous credit facility.
Six Months Ended February 29, 2000 Compared with the
Six Months Ended February 28, 1999
Net revenues for the six months ended February 29, 2000 were
$101,346,000 or 10.7 percent higher than the net revenues of
$91,531,000 in the comparable six month period last year. The
increase in net revenues was primarily the result of strong
demand across all categories of baseball equipment with the
exception of wood bats and radar speed-sensing baseballs. Sales
of wood bats were lower by comparison because of unusually strong
sales of Mark McGwire memorabilia baseball bats in the comparable
prior year period. Radar speed-sensing baseball net revenues
were off significantly after an initial introduction of the
product in late 1998. Additionally, net revenues from apparel
were up $1,106,000 primarily as a result of additional demand for
stock baseball apparel. Net revenues from basketballs were up
$845,000 due to increased demand at a major mass merchandiser.
Net revenues from footballs were down $1,655,000 due to the
decision not to renew the NCCA football contract.
The Company's gross profit for the six months ended February
29, 2000 was $31,562,000 or 6.1 percent higher than the gross
profit of $29,742,000 for the comparable prior year period. The
gross profit margin for the six months was 31.1 percent, 1.4
margin points lower than the comparable prior year period. The
lower profit margin was primarily related to a higher volume of
low margin sales of discontinued products and lower sales of high
margin memorabilia wood baseball bats and radar speed-sensing
baseballs.
The Company is continuing to look for further production
efficiencies in apparel and significant cost reductions in other
areas including the potential sale of under-performing assets,
consolidation of certain production and distribution
facilities, various process redesigns in customer service and
distribution, and a 15 percent reduction in headquarters' staff.
The headquarters' staff reduction was completed during the first
quarter through an early retirement program which resulted in a
first quarter charge of $759,000. Additional charges may result
from these or other actions.
SG&A expenses for the six months ended February 29, 2000
were $23,050,000 compared to SG&A expenses of $22,966,000 in the
comparable prior year period. SG&A expenses were 22.7 percent of
net revenues or 2.4 points lower than the comparable prior year
period.
Unusual charges included a charge of $759,000 for the
previously discussed early retirement program and $738,000 of
costs associated with the Company's recently completed review of
strategic alternatives.
Interest expense for the six months ended February 29, 2000
was $3,227,000 or 44.5 percent higher than the interest expense
of $2,233,000 in the comparable prior year period. Lower average
borrowings by $8,296,000 were more than offset by an increase in
average interest rates of 4.2 points. On December 28, 1999, the
Company refinanced its credit facility by entering into a
$75,000,000 five-year term credit agreement with a new lender.
Borrowings under the new agreement are based on an interest rate
of LIBOR plus 2.25 percent.
The extraordinary item of $646,000 was due to the write-off
of deferred financing costs associated with the early
extinguishment of the previous credit facility.
Seasonality
Net revenues of baseball equipment and team uniforms are
highly seasonal. Customers generally place orders with the
Company for baseball-related products beginning in August for
shipment beginning in November (pre-season orders). These pre-
season orders from customers generally represent approximately 50
percent to 65 percent of the customers' anticipated needs for the
entire baseball season. The amount of these pre-season orders
generally determines the Company's net revenues and profitability
between November 1 and March 31. The Company then receives
additional orders (fill-in orders) which depend upon customers'
actual sales of products during the baseball season (sell-
through). Fill-in orders are typically received by the Company
between February and May. These orders generally represent
approximately 35 percent to 50 percent of the Company's sales of
baseball-related products during a particular season. Pre-season
orders for certain baseball-related products from certain
customers are not required to be paid until early spring. These
extended terms increase the risk of collectibility of accounts
receivable. An increasing number of customers are on automatic
replenishment systems; therefore, more orders are received on a
ship-at-once basis. This change has resulted in shipments to the
customer closer to the time the products are actually sold. This
trend has and may continue to have the effect of shifting
the seasonality and quarterly results of the Company with higher
inventory and debt levels required to meet orders for immediate
delivery. The sell-through of baseball-related products also
affects the amount of inventory held by customers at the end of
the season which is carried over by the customer for sale in the
next baseball season. Customers typically adjust their pre-
season orders for the next baseball season to account for the
level of inventory carried over from the preceding baseball
season. Football equipment and team uniforms are both shipped by
the Company and sold by retailers primarily in the period between
March 1 and September 30. Hockey equipment is shipped by the
Company primarily in the period from May 1 to October 31.
Basketballs and team uniforms generally are shipped and sold
throughout the year. Because the Company's sales of baseball-
related products exceed those of its other products, Rawlings'
business is seasonal, with its highest net revenues and
profitability recognized between November 1 and April 30.
Year 2000 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 has incurred capital expenditures, including
hardware, software, outside consultants and other expenses, of
approximately $2.9 million on its new enterprise-wide system and
expects that full implementation of the system will not require
significant additional costs. The Company incurred approximately
$300,000 in software selection and training costs that have been
expensed since the beginning of fiscal 1997.
As of the date of this filing, the Company has not
encountered any significant business disruptions as a result of
internal or external Year 2000 issues. However, while no such
occurrence has developed, Year 2000 issues may arise that may not
become immediately apparent. Therefore, the Company will
continue to monitor and work to remediate any issues that may
arise. Although the Company expects not to be materially
impacted, such future events cannot be known with certainty.
Liquidity and Capital Resources
Working capital increased by $4,412,000 during the six
months ended February 29, 2000 primarily as a result of a
seasonal increase in accounts receivable and inventories.
Cash flows used in operating activities for the six months
ended February 29, 2000 were $16,592,000 or 10.8 percent lower
than the $18,604,000 used in the comparable prior year period.
The improvement is primarily the result of converting foreign
vendors from payment by letters of credit to open account payment
terms and improved inventory management practices, partially
offset by volume driven increases in accounts receivable.
Capital expenditures were $599,000 for the six months ended
February 29, 2000 compared to $1,145,000 in the comparable prior
year period. The Company expects capital expenditures for fiscal
2000 to be approximately $2,100,000.
The Company had net borrowings, primarily related to
seasonal working capital needs, of $17,955,000 in the six months
ended February 29, 2000. This resulted in total debt of
$69,103,000 as of February 29, 2000 or 10.5 percent lower than
total debt of $77,179,000 as of February 28, 1999. The decrease
in total debt is primarily the result of more efficient working
capital management. Management believes that the Company's
current credit facility is sufficient to adequately finance its
existing and future operations.
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 in this document as well as those
discussed elsewhere in other 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.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
The Company has no material sensitivity to changes in
foreign currency exchange rates on its net exposed derivative
financial instrument position.
Part II.
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2 Changes in Securities and Use of Proceeds
None.
Item 3. Defaults on Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
(i) A current report on Form 8-K dated January 3,
2000 (announcing the Company's
refinancing of its long-term credit
facility).
(ii) A current report on Form 8-K dated January 13,
2000 (regarding Bull Run Corp.).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
RAWLINGS SPORTING GOODS COMPANY, INC.
Date: April 14, 2000 /s/ STEPHEN M. O'HARA
Stephen M. O'Hara
Chairman of the Board and
Chief Executive Officer
Date: April 14, 2000 /s/ MICHAEL L. LUETKEMEYER
Michael L. Luetkemeyer
Chief Financial Officer
(Principal Accounting Officer)