FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 1996.
Commission File Number: 0-24450
RAWLINGS SPORTING GOODS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
43-1674348
(I.R.S. Employer Identification No.)
1859 Intertech Drive, Fenton, Missouri 63026
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(314) 349-3500
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of class)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the
filing requirements for at least the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation 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 September 9, 1996
was $76,975,270.
The number of shares of the registrant's Common Stock,
$.01 par value, outstanding as of September 9, 1996, was
7,697,527 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1996 Annual Report are
incorporated by reference into Item 1 of Part I and Items 5, 6,
7, and 8 of Part II of this report. Portions of the registrant's
proxy statement for the annual meeting are incorporated by
reference into Items 10, 11, 12 and 13 of Part III of this
report.
TABLE OF CONTENTS
Page
PART I
Item 1. Business 1
Item 2. Properties 16
Item 3. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of
Security Holders 19
PART II
Item 5. Market for the Registrant's Common
Equity and Related Stockholder Matters 19
Item 6. Selected Financial Data 20
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 20
Item 8. Financial Statements and Supplementary Data 20
Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 20
PART III
Item 10. Directors and Executive Officers of the
Registrant 21
Item 11. Executive Compensation 21
Item 12. Security Ownership of Certain Beneficial
Owners and Management 21
Item 13. Certain Relationships and Related Transactions 21
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 22
PART I
ITEM 1. BUSINESS.
General
Rawlings Sporting Goods Company, Inc. ("Rawlings" or
the "Company" is a leading supplier of team sports equipment in
North America and, through its licensee, of baseball equipment
and uniforms in Japan. Under the RAWLINGS (Registered Trademark)
brand name, the Company provides an extensive line of equipment
and team uniforms for the sports of baseball, basketball and
football. 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 baseball's National and
American Leagues, All-Star Game and World Series games and the
National Collegiate Athletic Association (the "NCAA") for the
sports of football and basketball. In addition, Rawlings'
products are endorsed by more than 80 college coaches, more than
18 major sports organizations and numerous athletes, including
more than 116 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. More
recently, the Company introduced new more flexible hockey
protective equipment in 1996, an improved one size fits all
batter's helmet in 1995 and the "Jammer" (Registered Trademark)
basketball warm-up jacket in 1991. 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, football shoulder pads and other
protective gear, hockey gloves and 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, socks and golf equipment, using the
RAWLINGS(Registered Trademark) brand name and logo.
Since 1977, the Company has been the exclusive supplier
of baseballs to the National and American Leagues, the All Star
Game and the World Series games, with agreements expiring in
2000. In 1996, Rawlings agreed in principle to extend its
exclusive rights to the All Star Game and World Series games
through 2000. As part of the extension of the licensing
agreements for the All Star and World Series games from 1996 to
2000, Rawlings received additional exclusive rights to the
Divisional Playoffs, League Championship Series, Interleague play
and nonexclusive rights to vinyl baseballs with Club logos and
for the above outlined events. In 1994, Rawlings obtained the
exclusive right to sell baseballs to each of the 18 Minor
Leagues. In 1996, Rawlings and Major League Baseball agreed in
principle to extend the exclusive right to sell baseballs to each
of the 18 Minor Leagues through 2000. The Company is the leading
supplier of baseball gloves to Major and Minor League players
Since 1986, Rawlings has been the exclusive supplier of
basketballs for the NCAA Men's and Women's Division I, II and III
tournament championship games, including the Final Four. In
1996, Rawlings' rights as 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, was extended through
2002. Since 1987, Rawlings has been the exclusive supplier of
footballs for the NCAA Division IAA, II and III championship
games with a contract expiring in 2001.
Between 1967 and July 1994, the business of Rawlings
(the "Rawlings Business") was conducted as a division of Figgie
International, Inc. (the "former parent").
In July 1994, the former parent transferred the net
assets of the Rawlings Business to the Company in exchange for
$35.0 million in cash and the net cash proceeds generated from
the initial public offering of the Company's stock. Unless
otherwise indicated, references to Rawlings or the Company
include its predecessor.
Products and Markets
The following is a summary of net revenues for the
principal product lines and licensing arrangements of the
Rawlings Business during the two fiscal years ended August 31,
1996, the twelve months ended August 31, 1994 and the eight
months ended August 31, 1994:
Net Revenues by Principal Product Line
(amounts in millions)
(unaudited)
Eight
Months Ended
August 31,
Years Ended August 31,
1996 /1/ 1995 /1/ 1994 /1/ 1994
Equipment
Baseball $ 88.3 $ 86.9 $ 82.8 $44.3
Basketball 24.2 23.3 20.5 13.9
and football
Apparel 14.3 10.2 8.3 5.1
International 7.7 9.5 9.5 7.6
Licensing 6.9 6.2 6.6 5.6
Miscellaneous 8.3 8.0 8.3 4.7
Net Revenues $149.7 $144.1 $136.0 $81.2
_______________
/1/ The Company changed its fiscal year end from December 31, to
August 31 after its initial public offering in July 1994.
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, batter's helmets, catcher's and umpire's
protective equipment, aluminum and wood baseball bats, batter's
gloves and miscellaneous accessories.
Rawlings believes it is the leading supplier and offers
the broadest selection of baseball gloves in North America. The
Company offers more than 100 styles, which are often customized
to meet customer preferences. Its gloves range in retail price
from $5.99 for beginners to more than $159.99 for the HEART OF
THE HIDE(Registered Trademark) series, which are used by more
Major League Baseball players than any other brand. 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(Registered
Trademark) pocket design featuring a modified web giving the
appearance of a six-finger glove, the FASTBACK(Registered
Trademark) closed back design, the BASKET-WEB(Registered
Trademark) pocket design which features interwoven strips forming
a natural break on the back to assist in closing the glove and,
most recently, in 1994, the Pad Lock design which uses an
adjustable inner cushion pad and velcro wrist strap to stabilize
the hand inside the glove.
Rawlings believes it is the leading supplier of
baseballs in North America. It offers 14 types of baseballs,
which differ by their design and the materials used in their
construction, including different types of centers, winding
materials and covers which can be made of rubber, vinyl or
different qualities of leather. Rawlings' baseballs range from
lower-priced rubber balls to the professional baseballs that are
sold to National and American League teams. Rawlings' baseballs
are systematically weighed, measured, tested and inspected to
ensure that they meet Rawlings' quality standards. The National
League, American League, All Star and World Series 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 in demand from consumers
in the collectors' and memorabilia market. The value of an
autographed baseball is enhanced if it is an official National or
American League baseball. Effective in 1994, Rawlings received
the exclusive right to sell the official baseball to all of the
Minor League teams. Rawlings also sells an official baseball, in
certain cases on an exclusive basis, to a number of leagues
including the 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 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. The Rawlings line of bats is manufactured at its
Dolgeville, New York facility under the RAWLINGS(Registered
Trademark) and ADIRONDACK(Registered Trademark) names. The
Company also introduced a line of aluminum baseball bats in
fiscal 1996.
Basketball, Football and Hockey. Rawlings sells 19
different types of basketballs, including full-grain, composite
and synthetic leather and rubber basketballs for men and women in
both the youth and adult markets. Since 1986, Rawlings has been
the exclusive supplier of basketballs for the NCAA Men's and
Women's Division I, II and III championship games (including the
Final Four). In 1996, the Company and the NCAA agreed in
principle to extend the basketball contract through 2002. In
1992, Rawlings became an official sponsor of the Women's
Basketball Coaches Association in an effort to capitalize on the
growth in women's team sports. The Company is also the official
supplier of basketballs to the National Junior College Athletic
Association and the National Association of Intercollegiate
Athletics.
Rawlings sells 20 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
professional and college football shoulder pads, other protective
gear (other than football helmets) and accessories. Since 1987,
Rawlings has been the exclusive supplier of footballs to the NCAA
Division IAA, II and III championships games. The football
contract with the NCAA expires in 2001. Rawlings also supplies
the official football to the National Association of
Intercollegiate Athletics.
In 1996, the Company developed a full line of
protective hockey equipment. The Company's hockey products are
intended to be marketed to consumers of ice, roller and street
hockey products. Rawlings also sells 12 models of hockey gloves.
In January 1994, the Company introduced The Zipper hockey glove
featuring a replaceable palm that reduces the need to repair or
replace the glove. Historically, the Company had sold hockey
gloves only in Canada; as such, revenues from hockey gloves sold
in Canada are included in the international net revenues. In
1994, Rawlings began selling its hockey glove line in the United
States with these net revenues included in miscellaneous in the
net revenues by principal product line table on page 3.
Apparel
Rawlings has been selling team uniforms for
approximately 100 years. Several Major League Baseball teams and
players purchase their uniforms from the Company. Apparel
comprised 9.6% of the net revenues of the Company in the year
ended August 31, 1996. The Company believes it has significant
growth opportunities related to apparel. The Company believes it
will continue to increase sales to institutional customers,
particularly high school, collegiate and amateur sports
organizations. The Company believes that the reorganization of
its manufacturing capabilities underway at its apparel facility
in Licking, Missouri and the relocation of production of certain
stock products to Costa Rica will enable the Company to improve
its service and delivery, while reducing costs. In late 1996, the
Company committed to a contract to expand its stock clothing
capacity in Costa Rica. This expansion is expected to result in
further cost reduction and margin improvement in stock apparel.
International
The Company's international net revenues (which
excludes licensing revenue and includes sales in Puerto Rico)
constituted approximately 5.1% of its total net revenues in the
year ended August 31, 1996. Rawlings currently distributes its
products in more than 45 countries primarily through independent
distributors. Of the Company's international net revenues in the
year ended August 31, 1996, approximately 64% 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 United States. The Company supplies
baseball, basketball and football equipment and team uniforms to
international sports organizations, including the Federation of
International Basketball Associations, the International Little
League and the International Baseball Association, and to leagues
in a number of non U.S. countries including those where Rawlings
supplies baseballs (Australia, Spain, Germany and Puerto Rico),
basketballs (Finland, Germany, Greece and Puerto Rico) and
footballs (Switzerland). Rawlings also assists sports
federations outside the United States by advising them on growth
strategies and, in certain instances, participating on the boards
of such federations. Due to the growing international popularity
of American team sports, the Company believes that opportunities
exist to increase its international net revenues. In particular,
the Company believes there is an opportunity to increase sales of
its baseball and basketball equipment in Latin America and
intends to increase its sales and marketing efforts in that
region. In 1995, the Company opened a sales office in Miami,
Florida to target Latin American markets. Net revenues in Latin
America increased approximately 30% in the year ended August 31,
1996.
Licensing
In the year ended August 31, 1996, the Company
generated $6.9 million of licensing revenues on approximately
$175 million of sales made by third parties in Japan and the
United States of products on which the RAWLINGS(Registered
Trademark) brand name appeared under licensing agreements with
the Company. Rawlings has licensed the use of its brand name
since the mid-1970s when it licensed a Japanese company to use
the RAWLINGS(Registered Trademark) brand name on clothing sold in
Japan. Since then, Rawlings has licensed its name to Asics
Corporation, a leading Japanese sporting goods company, for use
on all types of baseball equipment, team uniforms and practice
clothing sold in Japan. The Company also licenses to another
Japanese company the use of the RAWLINGS(Registered Trademark)
brand name on retail active wear sold in Japan.
In the United States, Rawlings currently has licensing
agreements with 14 companies which are using the
RAWLINGS(Registered Trademark) brand name on various products
including sportswear, shoes, golf clubs, golf accessories, sports
bags, socks and infant and toddler games. The Company retains the
right under its licensing agreements to sample and inspect all
licensed products to ensure that products bearing the
RAWLINGS(Registered Trademark) brand name meet the Company's
quality standards. The Company intends to aggressively license
the RAWLINGS(Registered Trademark) brand name to strategically
extend the name to other related quality products and to new
geographic areas. The Company believes that such strategic
licensing will enhance the Company's image, consumer recognition
and sales of all of its products.
Miscellaneous
Rawlings derives net revenues from its five outlet
stores and from its leather tanning facility. The outlet stores
sell seconds, irregular quality and discontinued items.
Approximately 74% of the items sold at the Company's outlet
stores are Rawlings' products and the balance are sports-related
products purchased from third parties. Approximately 39% of the
leather tanned at Rawlings' tanning facility is sold to third
parties for use in a variety of products.
Sales, Marketing and Distribution
Rawlings' products are sold worldwide. In the United
States, Rawlings sells directly to approximately 3,800 customers
including local sporting goods stores, institutional dealers
(entities that service the sports equipment needs of high school,
collegiate and amateur sports organizations), regional sporting
goods chains (such as Dick's and Modell's), national sporting
goods chains (such as Oshman's Sporting Goods), sporting goods
megastores (such as Sports Authority and Sportmart) and mass
merchandisers (such as K-Mart and Wal-Mart). In recent years,
sales to sporting goods megastores and mass merchandisers have
accounted for an increasing amount of the net revenues of
Rawlings. Sales to the ten largest customers of Rawlings
constituted approximately 29% of the total net revenues of
Rawlings in the year ended August 31, 1996 including one customer
(Wal-Mart) which accounted for approximately 11% of 1996
revenues.
The Company has 32 direct sales employees and 70
manufacturers' representatives who sell its products in the
United States and Canada. The Company has two separate sales
forces, one to service national accounts and one to service
institutional dealers and local sporting goods stores. The
southeast region of the United States is handled by a
manufacturer's representatives organization. In addition, three
employees service professional and college teams, coaches and
athletes. The Company primarily utilizes distributors to sell
products overseas, except in Japan, which is covered by licensing
agreements. Rawlings' products are distributed from its
warehouse in Springfield, Missouri and public warehouses in
Southern California and Ontario, Canada.
The Company utilizes a variety of promotional
techniques to build brand awareness. Since 1958, Rawlings has
annually presented the RAWLINGS GOLD GLOVE AWARD(Registered
Trademark) to the best fielder at each position in each of the
National and American Leagues. The RAWLINGS GOLD GLOVE
AWARD(Registered Trademark) 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. The Rawlings Sports Caravan is comprised of a
tandem tractor trailer containing exhibits on the evolution of
baseball, basketball and football equipment and uniforms, and a
workshop in which demonstrations on the manufacture and repair of
baseball gloves, balls and bats are performed. The Rawlings
Sports Caravan is available to the Company's retail customers for
promotional activities such as new store openings. 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 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.
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 Promotional
Corporation (All-Star, World Series, Divisional Playoffs, League
Championship Series and Interleague play games); the NCAA
(basketball and football championships and Final Four games); the
18 Minor Leagues (Minor League games); the Women's Basketball
Coaches Association; the National Association of Intercollegiate
Athletics; the National Junior College Athletic Association; and
the Men's Senior Baseball League.
In addition, the Company's products are endorsed by
numerous athletes, including more than 100 Major League Baseball
players such as Albert Belle, Ken Griffey, Jr., Randy Johnson and
Cal Ripken, Jr. The Company's products also carry endorsements
from approximately 80 college coaches including football's Terry
Bowden and Pat Sullivan and basketball's Denny Crum, Rick Pitino,
Nolan Richardson, Marian Washington and Kay Yow. The Company's
products are also endorsed by Steve Young of the San Francisco
49ers.
The Company believes that endorsements by professional
athletes and college coaches and affiliations with sports
organizations enhance the Company's image and improve sales of
its products. The Company's strategy is to obtain a broad array
of endorsements and affiliations from national and regional
sports organizations, college coaches and professional athletes
in order to position its products to appeal to regional customer
preferences, as well as to achieve national recognition. The
Company believes this strategy is more effective than seeking
more expensive endorsements from fewer athletes and coaches.
The licensing agreements with Major League Baseball
Promotional Corporation and the 18 Minor Leagues, under which
Rawlings is licensed to produce the baseballs used in the
All-Star, World Series, Divisional Playoffs, League Championships
Series and Interleague play games, the official baseballs for the
Minor League games and the NCAA basketball contract, provide that
the Agreements will be subject to termination upon a change of
control of Rawlings, as defined in the agreements, unless the
change of control is approved by the Major League Baseball
Promotional Corporation, the Minor Leagues or the NCAA.
Manufacturing, Product Procurement and Raw Materials
Sales of Rawlings manufactured products constituted
approximately 40% of its net revenues in the year ended August
31, 1996 and the balance derived from the sale of product
manufactured by third parties in Asia and from licensing fees.
The third party sourced products are manufactured according to
the Company's specifications by third-party manufacturers located
outside the United States, including the Philippines, China,
Thailand, Taiwan, Korea and Indonesia. The Company's five
largest suppliers accounted for 54% of all of the raw materials
and finished goods purchased by Rawlings in the year ended August
31, 1996. 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
or more of its non U.S. manufacturers would not have a long-term
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, footballs, injection molded accessories, tanned
leather and wood baseball bats. In late 1994 the Company began
relocating production of stock apparel to its Costa Rica factory
to reduce operating costs. In late 1996, the Company committed
to expansion of capacity of its Costa Rica facility for
additional stock apparel manufacturing. The increased off-shore
production will help the Company reduce costs over the next few
years in the apparel product category.
Rawlings obtains its raw materials from various sources
which it considers to be adequate for fulfilling its
requirements. To assure access to the highest quality leather for
its baseballs, the Company acquired its Tennessee leather tanning
facility in 1985. The Company depends upon a limited number of
vendors for leather for its HEART OF THE HIDE(Registered
Trademark) baseball gloves and full-grain footballs. 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(Registered Trademark) brand name and logo
and the red "R"(Registered Trademark) logo as well as a number of
product trademarks, including FINEST IN THE FIELD(Registered
Trademark), RAWLINGS GOLD GLOVE AWARD(Registered Trademark) and
THE MARK OF A PRO (Registered Trademark), are considered material
to Rawlings' business. As of August 31, 1996, Rawlings held 42
U.S. and non U.S. patents, and had 6 U.S. patent applications and
54 non U.S. patent applications pending. Although Rawlings
believes that collectively its patents are important to its
business, the loss of any one patent would not have a material
adverse effect on the Company's business and results of
operations.
Competition
Rawlings competes with numerous national and
international companies which manufacture and distribute broad
lines of sporting goods and related equipment and sports clothing
as well as numerous manufacturers and suppliers of a limited
variety of such products. Certain of the Company's competitors
offer sports equipment not sold by the Company. Some of the
Company's competitors are larger, and have substantially greater
financial and other resources, than Rawlings. The Company's
principal competitors include Wilson Sporting Goods Company (a
wholly owned subsidiary of Amer Group Ltd.), Diamond Baseball
Company, the Spalding Division of Spalding & Evenflo Companies,
Inc. and Mizuno Company Limited in the baseball product line;
Wilson Sporting Goods Company, the Spalding Division of
Spalding_& Evenflo Companies, Inc. and Riddell Sports Inc. in the
basketball and football lines; and Russell Corporation in the
apparel line. 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
Information on seasonality is incorporated by reference from
the Management Discussion and Analysis Section on 12 through 16
of the Company's 1996 Annual Report to stockholders.
Employees
As of August 31, 1996, Rawlings employed approximately
1,808 people on a full-time basis, of whom 744 were based in the
United States and 1,064 were based in Costa Rica. Of the total
number of employees, approximately 1,645 were engaged in
manufacturing, 122 were engaged in marketing and sales and 41
were engaged in administration. Approximately 393 of Rawlings'
domestic employees are represented by the Amalgamated Clothing &
Textile Workers Union 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 1996 and 1997, respectively. 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.
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS, FINANCIAL
CONDITION OR BUSINESS
In order to take advantage of the safe harbor provisions for
forward-looking statements adopted by the Private Securities
Litigation Reform Act of 1995, the Company is hereby identifying
important risks, uncertainties and other factors that could
affect the Company's actual results of operations, financial
condition or business and could cause the Company's actual
results of operations, financial condition or business to differ
materially from its historical results of operations, financial
condition or business, or the results of operations, financial
condition or business contemplated by forward-looking statements
made herein or elsewhere orally or in writing, by, or on behalf
of, the Company. Except for the historical information contained
herein, the statements made in this Report on Form 10-K are
forward-looking statements that involve such risks, uncertainties
and other factors that could cause or contribute to such
differences including, but not limited to, those described below.
Dependency on Baseball. Sales of baseball-related products
constituted approximately 59% of the total net revenues of
Rawlings in the year ended August 31, 1996. Adverse publicity or
news coverage regarding professional or amateur baseball, strikes
or other stoppages in play by athletes or umpires could create
fan disaffection that could have a material adverse effect on the
Company's sales. Similarly, poor weather conditions during
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" which 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 historically have placed orders with
the Company for baseball-related products beginning in July for
shipment beginning in October (pre-season orders). Because the
Company's sales of baseball-related products exceed those of its
other products, Rawlings' business is seasonal, with its highest
net revenues and profitability historically recognized between
November 1 and April 30, which may shift in the future due to the
trends discussed in "Management's Discussion and Analysis of
Results of Operations and Financial Condition -- Seasonality."
Reliance on Certain Customers. Sales to the ten largest
customers of Rawlings constituted approximately 29% of the total
net revenues of Rawlings in the year ended August 31, 1996,
including one customer, Wal-Mart, which accounted for
approximately 11% of 1996 revenues. Although the Company has
long-established relationships which 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 from time
to time subject to product liability claims and proceedings
involving its patents which have not historically had a material
adverse effect on the Company. See "Legal Proceedings."
Credit Agreement Restrictions. The Company's Credit
Agreement with its existing lenders contains certain restrictions
on the Company, including requirements as to the maintenance of
net worth and certain financial ratios, payment of cash
dividends, incurrence of additional indebtedness and the
limitation of capital expenditures and there can be no assurance
that the Company will be able to achieve and maintain compliance
with those restrictions or obtain waivers to any non-compliance.
See "Management's Discussion and Analysis of Results of
Operations and Financial Condition -- Liquidity and Capital
Resources."
Additional Factors. Additional risks and uncertainties that
may affect future results of operations, financial condition or
business of the Company include, but are not limited to: (i)
interest in collectible sports memorabilia and the financial
condition of memorabilia resellers; (ii) demand for the Company's
products; (iii) the effect of economic and industry conditions on
prices for the Company's products and its cost structure; (iv)
negative reports by brokerage firms, 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.
EXECUTIVE OFFICERS OF THE REGISTRANT
Name Age Position
Carl J. Shields 55 Chairman of the Board, Chief Executive
Officer and President
Howard B. Keene 54 Chief Operating Officer
Paul E. Martin 36 Chief Financial Officer
Randy D. Black 44 Vice President, Marketing
Ted C. Sizemore 51 Vice President, Baseball Development and
International Sales
J. Michael
Thompson 38 Vice President, Sales
Carl J. Shields has served as President of the Company
since February 1994 and as Chairman of the Board and Chief
Executive Officer of the Company since July 8, 1994. From
September 1993 to February 1994, Mr. Shields served as Vice
President, Sales/Marketing of Rawlings. From 1988 to September
1993, Mr. Shields served as Vice President, Sales for Rawlings.
From 1986 to 1988, Mr. Shields was Director of Marketing for
DeLong Sportswear. From 1985 to 1986, Mr. Shields served as Vice
President, Sales and Marketing for Loudon Sportswear. From 1980
to 1985, Mr. Shields served as Director of Sales for Bike
Athletic Company. From 1976 to 1980, Mr. Shields served as
Northeast and Midwest Regional Sales Manager for Russell
Corporation.
Howard B. Keene has served as Chief Operating Officer
since April 1995. 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.
Paul E. Martin has served as Chief Financial Officer of
the Company since June 1995. From February 1993 to May 1995, Mr.
Martin served as Director of External Reporting and Analysis for
Pet Incorporated, a public company that manufactured prepared
foods with $1.5 billion in revenues. From January 1992 to
January 1993, Mr. Martin served as Chief Financial Officer of
CPC-Rexcel, Inc., a highly leveraged public company that
manufactured packaging materials with $50 million in revenues.
During Mr. Martin's tenure the company attempted to restructure
its substantial debt levels. The company decided to discontinue
its efforts to restructure the debt and filed for bankruptcy
protection in November 1992. From 1982 to 1991, Mr. Martin was
employed in progressively responsible positions, including Senior
Audit Manager, by Arthur Andersen LLP.
Randy D. Black has served as Vice President, Marketing
of Rawlings since July 1994. From November 1993 to July 1994,
Mr. Black headed the sports apparel division for the Pro-Line Cap
Company, where he was responsible for establishing a new brand of
sportswear distributed through sporting goods dealers. From
December 1992 to November 1993, Mr. Black served as President of
Varsity Excellence, a division of Dougherty Manufacturing
Company, Inc. Prior to December 1992, Mr. Black held a variety
of marketing and management positions during his seventeen years
at Bike Athletic Company most recently as Vice President of Sales
and Marketing.
Ted C. Sizemore has served as Vice President, Baseball
Development and International Sales of Rawlings since 1984, with
primary responsibility for maintaining and strengthening the
Company's relationship with sports organizations, players and
coaches. Prior to 1984, Mr. Sizemore was a Major League Baseball
player who played second base for a number of teams, including
the Los Angeles Dodgers, the St. Louis Cardinals and the
Philadelphia Phillies. Mr. Sizemore received Rookie of the Year
honors with the Los Angeles Dodgers in 1969.
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.
ITEM 2. PROPERTIES.
The following table sets forth certain information as
of August 31, 1996 relating to Rawlings' principal properties:
Approximate Owned or
Location Purpose/Products Size (sq. ft.) Leased
Ava, Missouri
(two adjoining Manufacturing of baseball 90,000 Leased
facilities) gloves, batter's helmets, 60,000 Leased
footballs and injection molded
accessories
Dolgeville, New York
(three properties) Manufacturing of wood 80,500 Owned
baseball bats and
footballs
Fenton, Missouri Corporate headquarters 25,000 Leased
(For a term
expiring in 2001)
Licking, Missouri
(two facilities) Manufacturing of team 55,400 Owned
uniforms 55,000 Leased (On a
month to month
basis)
Springfield, Warehouse/distribution 83,500 Owned
Missouri center
Tullahoma, Leather tanning 69,000 Owned
Tennessee
Turrialba, Manufacturing of baseballs 33,000 Owned
Costa Rica
In August 1996, the Company committed to an expansion
of the Turrialba, Costa Rica facility. This expansion when
completed will increase the size of the Turrialba, Costa Rica
facility to approximately 52,000 square feet.
In addition, Rawlings leases approximately 5,600 square
feet of office space in Fenton, Missouri for research and
development activities and an average of 5,000 square feet for
each of its five outlet stores. Rawlings also leases space for
its five regional sales offices.
The Company believes that its facilities are suitable
for their present and intended purposes and adequate for the
Company's current and expected levels of operations.
ITEM 3. LEGAL PROCEEDINGS.
Environmental Matters
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 has not been identified as a potentially responsible
party under the federal Superfund law or, except with respect to
a completed drum removal action described below, 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.
Pursuant to a consent order with the New York State
Department of Environmental Conservation (the "NYSDEC"), the
Company has completed a drum removal project in the vicinity of
the kiln operations at its Adirondack facility in Dolgeville, New
York (the "Adirondack Facility"). The Company currently makes
wood baseball bats at the Adirondack Facility. The presence of
the drums resulted in the listing of the Adirondack Facility on
the NYSDEC's registry of inactive hazardous waste disposal sites.
Upon completion of this project, the NYSDEC declared the matter
closed and reclassified the Adirondack Facility as a site for
which no further remedial action or monitoring is required under
the state Superfund law. The Company plans to take action to
delist the Adirondack Facility entirely from the state Superfund
list.
In consultation with NYSDEC, the Company is now in the
process of addressing contamination relating to past petroleum
and waste storage practices at the Adirondack Facility. To date,
activities have included drum and underground storage tank
removal projects and the investigation of releases of wood pitch
into the surrounding soil and surface water from a retort
facility that is no longer operational. The retort operation was
conducted by a third party unrelated to Rawlings before Rawlings
began its operations at the Adirondack Facility.
The NYSDEC's Bureau of Spill Prevention and Response
approved the Company's work plan to delineate the extent of soil
and groundwater contamination detected after removal of certain
of the aforementioned underground storage tanks and a work plan
to determine the source and extent of the contamination resulting
from releases of the wood pitch. The Company has completed
on-site work under these approved work plans and NYSDEC has
notified the Company that no further work needs to be done in
connection with three of the former underground storage tank
areas. One other former underground storage tank area is still
being reviewed by NYSDEC and the Company is aggressively pursuing
closure of that remaining former underground storage tank site as
well as the former retort area.
While the Company's share of the cost of investigating
and remediating the contamination at the Adirondack Facility
described above cannot be finally determined until the nature of
any future required work is better defined, the Company accrued
$1.6 million in the year ended December 31, 1993 relating to
environmental investigation and remediation, based upon
discussions with the Company's environmental consultants. It is
possible but unlikely that additional expenses may be incurred,
but the Company is unable to estimate any additional amount
beyond that already accrued because there are a number of options
regarding the remaining open areas, depending upon future
negotiations between NYSDEC and the Company. The Company
believes that any additional expenses beyond the amount accrued
will not have a material adverse effect on the Company's
financial condition, results of operation or cash flow. Based
upon work that has been completed, the Company believes that the
remaining accrued investigatory, remediation and monitoring costs
will be incurred over the next several years. Under the relevant
environmental laws, the Company is potentially liable as an owner
of the property for the entire costs of investigating and
remediating the environmental issues at the Adirondack Facility.
While the Company believes that other parties including insurers
may be liable for some or all of those costs, there can be no
assurance that such parties will bear these costs and therefore
the Company has not assumed any recovery from such third parties
in estimating its potential liabilities.
The Company has applied for and obtained certain
appropriate environmental permits applicable to the ongoing
operations at its Adirondack Facility, after substantial
discussions with NYSDEC and other environmental regulatory
authorities. Based on these discussions and the Company's review
of the NYSDEC enforcement policies and practices, the Company
believes it is unlikely that any penalties or fines will be
imposed for past unpermitted operations. In addition, pursuant
to an informal agreement with the NYSDEC, the Company is in the
process of removing an on-site accumulation of wood shavings.
The Company believes that the agreed upon removal may obviate any
potentially applicable solid waste permit requirements.
Litigation and Other Liabilities
On November 22, 1995, a class action complaint was
filed in the United States District Court for the Eastern
Division of the Eastern District of Missouri by Henry G. Jakobe,
Jr. against the Company. The complaint also names as defendants
Mr. Carl J. Shields, Chairman, CEO and President of the Company,
and Howard B. Keene, Chief Operating Officer of the Company. The
complaint alleges, among other things, that the defendants
violated the federal securities laws by making false and
misleading statements regarding the impact of the Major League
Baseball strike on the Company's business. The plaintiff seeks
an unspecified amount of damages, reimbursement of costs and
expenses of the litigation, including attorney fees, and other
unspecified relief.
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 the
shareholder litigation and 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.
There were no matters submitted to a vote of security
holders through the solicitation of proxies or otherwise during
the quarter ended August 31, 1996.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The information regarding the market for the Company's
common stock, quarterly marked price ranges, dividends declared
and shareholders of record is incorporated by reference from page
25 of the Company's 1996 Annual Report to Stockholders.
The information regarding dividend restrictions is
incorporated by reference from pages 21 and 22 of the Company's
1996 Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by Item 6 is incorporated by
reference from the Selected Financial Data section on page 11 of
the Company's 1996 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The information required by Item 7 is incorporated by
reference from the Management Discussion and Analysis Section on
pages 12 to 15 of the Company's 1996 Annual Report to
Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by Item 8 is incorporated by
reference from the "Consolidated Statements of Income",
"Consolidated Balance Sheets", "Consolidated Statements of
Stockholders' Equity", "Consolidated Statements of Cash Flows",
"Notes to Consolidated Financial Statements" and "Report of
Independent Public Accountants" on pages 16 to 19 of the
Company's 1996 Annual Report to Stockholders.
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
Information with respect to the members of the Board of
Directors is set forth under the caption "Election of Directors"
in the Company's proxy statement to be filed pursuant to
Regulation 14A, which information is incorporated herein by
reference.
(b) Identification of Executive Officers
Information with respect to the executive officers of
the Company is set forth under the caption "Executive Officers of
the Registrant" contained in Part I, Item 1 of this report, which
information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information required by Item 11 is set forth under the
captions "Compensation of Directors" and "Executive Compensation"
in the Company's proxy statement to be filed pursuant to
Regulation 14A, which information is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Information required by Item 12 is set forth under the
captions "Principal Stockholders" and "Stock Ownership of
Directors, Nominees for Directors and Executive Officers" in the
Company's proxy statement to be filed pursuant to Regulation 14A,
which information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this Item is set forth under
the caption "Certain Transactions" in the Company's proxy
statement to be filed pursuant to Regulation 14A, which
information is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a)(1) Financial Statements: The financial
statements filed as a part of this report are
listed in Part II, Item 8.
(a)(2) Financial Statement Schedules: None.
(a)(3) Exhibits
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.
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 Credit Agreement dated as of July 8, 1994 among
the Company, The First National Bank of Chicago,
as agent, and certain lenders named therein,
included as Exhibit 4.2 to the Company's Form 10-Q
for the quarter ended June 30, 1994, is hereby
incorporated herein by reference.
4.3 Amendment No. 1 dated March 24, 1995 to the Credit
Agreement by and among Rawlings Sporting Goods
Company, Inc., The First National Bank of Chicago,
as agent, and certain lenders named therein,
included as Exhibit 4.1 to the Company's Form 10-Q
for the quarter ended February 28, 1995, is hereby
incorporated herein by reference.
4.4 Amendment No. 2 dated August 31, 1995 to the
Credit Agreement by and among Rawlings Sporting
Goods Company, Inc., The First National Bank of
Chicago, as agent, and certain lenders named
therein included as Exhibit 4.3 to the Company's
Form 10-K for the year ended August 31, 1995 is
hereby incorporated herein by reference.
4.5 Amendment No. 3 dated September 23, 1996 to the
Credit Agreement by and among Rawlings Sporting
Goods Company, Inc., The First National Bank of
Chicago, as agent, and certain lenders named
therein.
10.1 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.
10.2 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.
10.3 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.
*10.4 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.
*10.5 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.
10.6 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.
*10.7 Form of Indemnity Agreement entered into with
Directors and executive officers, included as
Exhibit 10.7 to the Company's Form 10-K for the
fiscal year ended August 31, 1994, is hereby
incorporated herein by reference.
*10.8 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.
13. Annual Report to Stockholders for the Fiscal Year
Ended August 31, 1996.
21. Subsidiaries of the Company included as Exhibit 21
to the Company's Form 10-K for the fiscal year
ended August 31, 1994 is incorporated herein by
reference.
23. Consent of Arthur Andersen LLP.
(b) Reports on Form 8-K
There are no reports filed on Form 8-K for the quarter
ended August 31, 1996.
*Management contract or compensatory plan or arrangement required
to be filed as an exhibit pursuant to Item 14(c) of this report.
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: November 26, 1996 By: \s\ Paul E. Martin
Paul E. Martin
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed by the following persons
on behalf of the Company and in the capacities and on the date
indicated.
SIGNATURE DATE
By: \s\ Carl J. Shields November 26, 1996
Carl J. Shields
Chairman, CEO and President
By: \s\ Andrew N. Baur November 26, 1996
Andrew N. Baur
Director
By: \s\ Linda L. Griggs November 26, 1996
Linda L. Griggs
Director
By: \s\ Michael McDonnell November 26, 1996
Michael McDonnell
Director
By: \s\ Michael J. Roar November 26, 1996
Michael J. Roarty
Director
By: \s\ William C. Robinson November 26, 1996
William C. Robinson
Director