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 years ended
August 31, 1996, 1995 and 1994, the eight months ended August 31,
1994 and each of the three years ended December 31, 1993.
EIGHT
MONTHS
AMOUNTS IN YEARS ENDED AUGUST 31, ENDED
THOUSANDS PRO AUGUST YEARS ENDED DECEMBER 31,
EXCEPT PER FORMA 31,
SHARE DATA 1996 1995 1994/2/ 1994 1993 1992 1991
(Unaudited)
INCOME STATEMENT
DATA: /1/
Net revenues $149,735 $144,141 $135,999 $81,174 $139,615 $135,810 $144,950
Operating
income 11,666 11,598 13,500 2,935 7,138 12,400 10,325
Net income 5,272 4,584 6,223 1,335 3,922 7,112 5,895
Net income
per share 0.69 0.60 0.81 N/A N/A N/A N/A
BALANCE SHEET
DATA:
Total assets $102,252 $97,783 $93,752 $93,752 $67,616 $71,097 $69,958
Long-term debt,
including
current
maturities 38,700 43,900 39,480 39,480 1,262 1,762 2,214
/1/ Net income per share has not been presented for each period because,
prior to July 8, 1994, the Company's predecessor was a division of Figgie
International, Inc. (the former parent) and had no separately issued equity
securities.
/2/ Prepared on a pro forma basis; see page 12 for detailed discussion of pro
forma adjustments.
NET REVENUES BY PRINCIPAL PRODUCT LINE (unaudited)
Eight
Months
Ended
August
(Amounts in Years Ended August 31, 31, Years Ended December 31,
millions) 1996 1995 1994 1994 1993 1992 1991
Equipment:
Baseball $88.3 $86.9 $82.8 $44.3 $83.7 $83.5 $78.4
Basketball
and football 24.2 23.3 20.5 13.9 21.7 19.7 14.6
Apparel 14.3 10.2 8.3 5.1 9.9 9.3 22.0
International 7.7 9.5 9.5 7.6 9.5 9.2 15.6
Licensing 6.9 6.2 6.6 5.6 4.5 4.3 3.5
Miscellaneous 8.3 8.0 8.3 4.7 10.3 9.8 10.9
Net revenues $149.7 $144.1 $136.0 $81.2 $139.6 $135.8 $145.0
FINANCIAL CONTENTS
Selected Financial Data 11
Management's Discussion and Analysis of
Results of Operations and Financial Condition 12
Consolidated Statements of Income 16
Consolidated Balance Sheets 17
Consolidated Statements of Stockholders' Equity 18
Consolidated Statements of Cash Flows 19
Notes to Consolidated Financial Statements 20
Report of Independent Public Accountants 24
Stockholder Information 25
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
BASIS OF PRESENTATION
In August 1994, Rawlings changed its fiscal year end from
December 31 to August 31. Therefore, included herein is a
discussion of:
i) the actual results for the fiscal year ended August 31,
1996 compared to the actual results for the fiscal year
ended August 31, 1995,
ii) the actual results for the fiscal year ended August 31,
1995 compared to the pro forma results that estimate
the Company's results as a stand-alone company for the
twelve months ended August 31, 1994 and
iii) the actual eight months ended August 31, 1994 compared
to the actual eight months ended August 31, 1993.
CAUTIONARY STATEMENTS
Cautionary statements identifying important factors that could
cause the Company's future results to differ materially from past
results, or those contemplated by statements herein regarding
matters other than historical fact (i.e., forward-looking
statements), are described in, and incorporated by reference
from, the Company's 1996 Annual Report on Form 10-K.
YEAR ENDED AUGUST 31, 1996 COMPARED
TO THE YEAR ENDED AUGUST 31, 1995
RESULTS OF OPERATIONS
Net revenues for the year ended August 31, 1996 (1996) were
$149,735,000, or 3.9 percent higher than net revenues of
$144,141,000 for the year ended August 31, 1995 (1995). Higher
apparel, baseball, basketball and football and licensing net
revenues partially offset by lower international net revenues
were primarily responsible for the increase. The 1.6 percent
increase in baseball net revenues was the result of an increase
in sales of baseballs and protective equipment offset by a
decline in sales of baseball gloves. The increase in sales of
baseballs was primarily the result of increased memorabilia sales
including the Cal Ripken, Jr. and Mickey Mantle commemorative
baseballs. The ability to expand or sustain this level of sales
from the memorabilia market will depend on collector demand for
new commemorative baseballs which, in turn, depends primarily on
the level of interest by fans in professional baseball. The
decline in net revenues from baseball gloves was primarily the
result of poor retail sell-through in 1995 that resulted in lower
orders and shipments of baseball gloves in 1996. Basketball and
football net revenues increased 3.9 percent primarily as a result
of expanded distribution and increased market share for
basketballs. Licensing net revenues increased 11.3 percent as a
result of increased sales by virtually every domestic and
international licensee. International net revenues declined as a
result of a 32.3 percent decline in net revenues in Canada,
partially offset by a 26.5 percent increase in international net
revenues in countries other than Canada. The decrease in Canada
was primarily the result of lower baseball net revenues and an
overall slow retail sales environment. The other international
growth was primarily concentrated in Latin America.
The retail sell-through of baseball-related products
improved in 1996 compared to 1995. This has resulted in retailers
generally carrying lower than prior year levels of inventory of
key baseball-related products. While management believes the
fans' disaffection with baseball has begun to subside, the
retailers are approaching the 1997 selling season with caution.
As a result, the Company expects the trend toward later receipt
of retailer orders, the receipt of orders in smaller quantities
with follow-up orders to meet demand and shipments closer to and
during the selling season to continue. This may have the effect
of shifting the seasonality and quarterly results of the Company.
In addition, the portion of the Company's revenues represented by
sales to major retailers continues to increase and their sell
through and product mix is having a more pronounced impact on the
predictability of the amount and timing of total revenues.
Gross margin in 1996 was 31.0 percent, down 0.2 points from
the 1995 gross margin of 31.2 percent. Increased net revenues of
lower margin products including apparel and basketball and
football, along with lower sales of baseball gloves, one of the
Company's higher margin products, were primarily responsible for
the decrease. The Company achieved improvement in the gross
margins on apparel products in 1996 and expects further
improvement in 1997.
Selling, general and administrative (SG&A) expenses for 1996
were $34,750,000 or $1,306,000, or 3.9 percent, higher than 1995
SG&A expenses of $33,444,000. As a percent of net revenues, the
SG&A expenses in 1996 and 1995 were 23.2 percent. Higher
royalties and advertising and promotional costs, partially offset
by lower total salaries and wages and professional fees, were
primarily responsible for the increase in SG&A expenses.
Interest expense of $3,656,000 decreased 3.1 percent as a
result of lower average interest rates and lower average
borrowings.
The effective tax rate of 32.1 percent in 1996 was 7.1
points lower than the effective tax rate of 39.2 percent in 1995.
The decrease in the effective tax rate is the result of lower
foreign effective tax rates on a portion of the Company's income,
generated and indefinitely reinvested in Costa Rica, which
reduced the income tax provision by $554,000. The Company expects
its fiscal 1997 effective tax rate, based on its current mix of
domestic and foreign earnings, to be approximately 38 percent.
YEAR ENDED AUGUST 31, 1995 COMPARED TO PRO
FORMA TWELVE MONTHS ENDED AUGUST 31, 1994
PRO FORMA FINANCIAL INFORMATION For the period September 1,
1993 to July 8, 1994, Rawlings was a division of the former
parent, and its results were included in the consolidated totals
of the former parent. The separate financial statements of the
division included a charge from the former parent that reflected
an allocation of various corporate level expenses. Assuming that
the transactions effected on July 8, 1994, as more fully
described in Note 13 to the consolidated financial
statements, had been consummated as of September 1, 1993, the
Company estimated net income of $ 6.2 million for the twelve
months ended August 31, 1994 based upon the following pro forma
adjustments:
TWELVE MONTHS ENDED
(AMOUNTS IN THOUSANDS) AUGUST 31, 1994
(Unaudited)
Net income per historical financial statements $4,142
Add elimination of charge from former parent 6,603
Less:
Additional cost of sales (105)
Additional general and administrative expenses (813)
Additional interest expense (2,217)
Tax impact of adjustments (1,387)
Pro forma net income $6,223
This unaudited pro forma financial information is for
informational purposes only and may not necessarily reflect
future results of operations or what the results of operations
would actually have been had Rawlings operated as a stand-alone
Company for the twelve months ended August 31, 1994.
Financial data for the year ended August 31, 1995 and the
twelve months ended August 31, 1994 on a pro forma basis is as
follows:
Pro Forma
(Amounts in thousands, except per share data) 1995 1994
(Unaudited)
Net revenues $144,141 $135,999
Gross profit 45,042 44,807
Selling, general and administrative expenses 33,444 30,832
Environmental expense - 475
Operating income 11,598 13,500
Interest expense 3,773 2,924
Other expense, net 285 205
Income before income taxes 7,540 10,371
Provision for income taxes 2,956 4,148
Net income 4,584 6,223
Net Income per share 0.60 0.81
RESULTS OF OPERATIONS
Net revenues for 1995 were $144,141,000, 6.0 percent higher than
pro forma net revenues for the twelve months ended August 31,
1994 (1994). Higher baseball-related, basketball and football
equipment and apparel net revenues partially offset by lower
licensing net revenues were primarily responsible for the
increase.
The poor sell-through of baseball-related products adversely
affected the second half of 1995 and resulted in a number of
retailers carrying unprecedented levels of inventory of key
baseball products into the 1996 spring season.
Gross margin for 1995 was 31.2 percent, down 1.7 margin
points from 1994 pro forma results. The decrease in gross margin
was primarily the result of a higher percentage of the net
revenues being generated by lower margin product lines, freight
on a new line of baseball gloves and lower licensing net
revenues.
SG&A expenses for 1995 were $33,444,000, $2,612,000, or 8.5
percent, higher than 1994 pro forma results. As a percent of net
revenues, the SG&A expenses in 1995 were 23.2 percent, up 0.5
points from 1994 pro forma results. Higher advertising,
promotional and royalty expenses were primarily responsible for
the increase.
In 1994, the Company recorded a $475,000 provision for
environmental costs related to the Dolgeville, New York facility.
No provision was required in 1995.
In 1995, interest expense was $3,773,000, $849,000, or 29.0
percent, above pro forma 1994 results. The increase primarily
reflects higher borrowings resulting from higher inventory
levels.
The effective tax rate of 39.2 percent in 1995 was 0.8
points lower than the pro forma effective tax rate for 1994,
reflecting a lower state income tax provision based upon an
estimated mix of state effective tax rates.
EIGHT MONTHS ENDED AUGUST 31, 1994 COMPARED
TO EIGHT MONTHS ENDED AUGUST 31, 1993
Financial data for the eight months ended August 31, 1994 and
1993 is as follows:
(Amounts in thousands) 1994 1993
(Unaudited)
Net revenues $81,174 $84,917
Gross profit 27,603 27,198
Selling, general and administrative expenses 20,340 19,105
Environmental expense - 1,084
Intercompany charge 4,328 4,624
Operating income 2,935 2,385
Interest expense 623 254
Other expense, net 87 215
Income before income taxes 2,225 1,916
Provision for income taxes 890 720
Net income 1,335 1,196
RESULTS OF OPERATIONS
Net revenues decreased 4.4 percent, or $3,743,000, to $81,174,000
in the eight months ended August 31, 1994 from $84,917,000 in the
eight months ended August 31, 1993. The decrease in net revenues
was primarily due to lower sales of baseball equipment and
apparel. The Company's operations were adversely affected by the
significant liquidity constraints imposed on Rawlings by the
former parent. As a result of the liquidity shortage, Rawlings
was forced to delay payments to certain domestic suppliers and
vendors. In response to these delays, some of the Company's
domestic suppliers withheld deliveries of raw materials, forcing
the Company to limit production of certain products and cancel
certain customer orders. The Company believes that it received a
lower level of orders in certain of its product lines as a result
of the cash constraints under which it was operating. In
addition, sales of baseball equipment declined due to lower
pre-season orders from customers during the fall of 1993 for the
1994 baseball season. The Company's customers placed lower
pre-season orders in anticipation of the 1994 baseball season
because they generally held higher inventories of
baseball-related products at the end of the 1993 baseball season
due to abnormally wet weather conditions during the 1993 baseball
season. These weather conditions reduced the amount of baseball
played and, accordingly, retailers' sales of baseball-related
equipment during the 1993 baseball season.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
Although the Company's ability to produce certain products
was adversely affected by the liquidity shortage of the former
parent, this situation had little, if any, impact on the
Company's ability to procure products from its foreign
manufacturers. These products (which represented approximately 60
percent of its net revenues during the eight months ended August
31, 1994) were largely purchased pursuant to letters of credit
that remained available to the Company even during the former
parent's liquidity crisis. The Company believes that the
liquidity constraints did not have an adverse effect on its
long-term relationships with its customers, suppliers and vendors
or on its business.
Gross margin increased 1.5 percent, or $405,000, to
$27,603,000 in the eight months ended August 31, 1994 from
$27,198,000 in the comparable period of 1993. Gross margin
increased to 34.0 percent from 32.0 percent during the same
period. The improvement in gross margin was due to improved
manufacturing efficiencies, a better product mix and increased
licensing net revenues.
SG&A in the eight months ended August 31, 1994 was
$20,340,000, $1,235,000, or 6.5 percent, higher than in the eight
months ended August 31, 1993. As a percent of net revenues in the
eight months ended August 31, 1994 SG&A was 25.1 percent, up 2.6
points from the eight months ended August 31, 1993. The increase
was primarily the result of higher advertising and royalty
expenses.
The Company recorded no environmental expenses in the eight
months ended August 31, 1994 as compared to $1,084,000 in the
eight months ended August 31, 1993.
Intercompany charge in the eight months ended August 31,
1994 decreased by 6.4 percent, or $296,000, to $4,328,000 from
$4,624,000 in the comparable period in 1993.
As a result of the foregoing factors, operating income
increased 23.1 percent, or $550,000, to $2,935,000 in the first
eight months of 1994 from $2,385,000 in the first eight months of
1993.
Interest and other expense increased $241,000 to $710,000 in
the first eight months of 1994 from $469,000 in the first eight
months of 1993.
The Company's effective tax rate was 40.0 percent the first
eight months of 1994 as compared to 37.6 percent for the
comparable period in 1993.
As a result of the foregoing factors, net income increased
11.6 percent, or $139,000, to $1,335,000 in the first eight
months of 1994 from $1,196,000 in the comparable period in 1993.
SEASONALITY
Net revenues of baseball equipment and related team uniforms are
highly seasonal. Customers historically have placed orders with
the Company for baseball-related products beginning in July for
shipment beginning in October (pre-season orders). These
pre-season orders from customers historically represented
approximately 75 percent to 80 percent of the customers'
anticipated needs for the entire baseball season. The amount of
these pre-season orders historically determined the Company's net
revenues and profitability between October 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
historically represented approximately 20 percent to 25 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
collectability related to accounts receivable. In fiscal 1996 and
1997, customers have begun placing their pre-season orders later
and a larger percentage of orders are fill-in orders. In
addition, with an increasing number of customers on automatic
replenishment systems more and 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 related team uniforms are both shipped by
the Company and sold by retailers primarily in the period between
March 1 and September 30. Basketballs and related 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.
INTEREST RATE MANAGEMENT ACTIVITIES
The Company has engaged in interest rate management activities
with the objective of limiting exposure to interest rate
increases related to the Company's long-term debt and converting
a portion of the Company's variable rate debt to a fixed rate.
The interest rate management activity objectives are achieved
through the use of interest rate caps and interest rate swaps as
described in Note 8.
ENVIRONMENTAL MATTERS
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. Pursuant to these laws, the Company is
conducting environmental investigation and remediation activities
at its Adirondack facility in Dolgeville, New York with respect
to past petroleum and waste storage practices and a release of
wood pitch into surrounding soil and surface water. The cost of
investigating and remediating the contamination at the Adirondack
facility described above cannot be finally determined until the
appropriate studies are complete. Accordingly, the Company is
unable to estimate any additional amount beyond the $996,000
accrued at August 31, 1996. However, the Company believes that
any additional expenses will not have a material adverse effect
on the Company's financial condition, results of operation or
cash flows. At this time, the Company does not anticipate
incurring additional costs related to other environmental matters
that will be material to its financial condition, results of
operations or cash flows.
LITIGATION
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 Mr.
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 Company intends to vigorously defend this action. The
Company further believes that this matter will not have a
material adverse effect on the Company's financial condition,
results of operations or cash flow.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are cash provided by
operating activities and the $76,000,000 credit agreement with a
bank group. 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 August 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 long-term debt. Detailed information on the Company's
cash flows is presented in the consolidated statements of cash
flows.
YEAR ENDED AUGUST 31, 1996 Operating cash flows of $5,230,000
were primarily the result of net income adjusted for non cash
charges partially offset by increased accounts receivable and
inventories. Operating cash flows were $1,369,000 higher than
1995 primarily as a result of higher net income and changes in
various components of working capital. Investment activities used
cash of $1,193,000 for capital expenditures for normal property
and plant improvements and the upgrading of certain plants to
improve production capacity and efficiency. With the planned
expansion of the Company's Costa Rica facility the Company
expects capital expenditures of $2,000,000 to $2,500,000 in 1997.
Financing activities used cash of $4,585,000 which included a net
debt repayment of $5,200,000 partially offset by issuance of
common stock of $340,000 and a final purchase price settlement
with the former parent of $275,000.
The Company believes that cash flow from operations and
unused borrowing capacity under the credit agreement should be
sufficient to fund its anticipated working capital needs, capital
expenditures and debt service requirements for the foreseeable
future. However, because future cash flows and the availability
of financing depend on a number of factors, including prevailing
economic conditions and financial, business and other factors
beyond the Company's control, no assurances can be given in this
regard.
YEAR ENDED AUGUST 31, 1995 Operating cash flows of $3,861,000
were primarily the result of net income adjusted for non cash
charges partially offset by increased inventories and changes in
other components of working capital. Operating cash flows were
$6,588,000 higher than pro forma 1994 operating cash flows
primarily as a result of changes in various components of working
capital. Investing activities used cash of $2,119,000 for capital
expenditures for normal property and plant improvements and the
upgrading of certain company plants to improve production
capacity and efficiency. Financing activities used cash of
$1,954,000 which included a payment to the former parent of
$6,456,000 partially offset by $4,420,000 of net additional
borrowings under the credit agreement.
EIGHT MONTHS ENDED AUGUST 31, 1994 AND THE YEAR ENDED DECEMBER
31, 1993 Immediately prior to the public offering of the
Company's shares by the former parent, the Rawlings Business was
owned by the former parent. The Company's primary sources of
funds were cash flows from operations and borrowings from the
former parent.
Cash flows provided by operating activities decreased by
$14,046,000 and cash flows used in financing activities decreased
by $12,573,000 in the eight months ended August 31, 1994 as
compared to the eight months ended August 31, 1993. Cash flows
provided by operating activities increased by $3,996,000 in 1993
as compared to 1992, primarily from a decrease in accounts
receivable and inventories.
Capital expenditures were $112,000 for the eight months
ended August 31, 1994 and $1,498,000 in 1993. Capital
expenditures during these periods were used for equipment
purchases, normal property and plant improvements and the
upgrading of certain Company plants to improve production
capacity and efficiencies. In addition, in 1994, capital
expenditures were made related to the Company's conversion of
certain of its facilities from line manufacturing to modular
manufacturing.
CONSOLIDATED STATEMENTS OF INCOME
Eight
Months Ended Year Ended
Years Ended August 31, August 31, December 31,
1996 1995 1994 1993
(Amounts in thousands, except per share data)
Net revenues $149,735 $144,141 $81,174 $139,615
Cost of goods sold 103,319 99,099 53,571 95,235
Gross profit 46,416 45,042 27,603 44,380
Selling, general and
administrative expenses 34,750 33,444 20,340 28,784
Environmental expense 1,559
Intercompany charge 4,328 6,899
Operating income 11,666 11,598 2,935 7,138
Interest expense 3,656 3,773 524 128
Interest to former parent 99 210
Other expense, net 250 285 87 206
Income before income taxes 7,760 7,540 2,225 6,594
Provision for income taxes 2,488 2,956 890 2,672
Net income $ 5,272 $ 4,584 $ 1,335 $ 3,922
Net income per share $ 0.69 $ 0.60 N/A N/A
Average number of common
shares outstanding 7,680 7,652 N/A N/A
The accompanying notes are an integral part of these consolidated statements.
CONSOLIDATED BALANCE SHEETS
August 31,
1996 1995
(Amounts in thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents $ 789 $ 1,337
Accounts receivable, net of allowance
of $1,498 and $1,459 respectively 30,090 24,163
Inventories 32,415 31,346
Prepaid expenses 1,472 1,607
Deferred income taxes 3,162 3,369
Total current assets 67,928 61,822
Property, plant and equipment, net 7,860 7,601
Other assets 698 944
Deferred income taxes 25,766 27,416
Total assets $102,252 $97,783
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 9,119 $ 6,388
Accrued liabilities 8,461 7,399
Total current liabilities 17,580 13,787
Long-term debt 38,700 43,900
Other long-term liabilities 11,508 11,519
Total liabilities 67,788 69,206
Stockholders' equity:
Preferred stock, $.01 par value
per share, 10,000,000 shares
authorized, no shares issued
and outstanding
Common stock, $.01 par value per
share, 50,000,000 shares
authorized, 7,697,527 and
7,656,908 shares issued
and outstanding, respectively 77 77
Additional paid-in capital 25,820 25,205
Retained earnings 8,567 3,295
Stockholders' equity 34,464 28,577
Total liabilities and
stockholders' equity $102,252 $97,783
The accompanying notes are an integral part of these consolidated
balance sheets.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Additional Retained Investment
Common Stock Paid-in Earnings by Former
Shares Amount Capital (Deficit) Parent Total
(Amounts in thousands, except share data)
Balance, December 31, 1992 - $ - $ - $ -- $ 60,580 $ 60,580
Net income - - - - 3,922 3,922
Net return to former parent - - - - (8,903) (8,903)
Balance, December 31, 1993 - - - - 55,599 55,599
Net income - - - (1,289) 2,624 1,335
Net return to former parent - - (35,000) - (16,251) (51,251)
Issuance of common stock 7,650,081 77 41,895 - (41,972) -
Establishment of net
deferred taxes related
to the assets transfer - - 18,228 - - 18,228
Balance, August 31, 1994 7,650,081 77 25,123 (1,289) - 23,911
Net income - - - 4,584 - 4,584
Issuance of common stock 6,827 - 82 - - 82
Balance, August 31, 1995 7,656,908 77 25,205 3,295 - 28,577
Net income - - - 5,272 - 5,272
Issuance of common stock 40,619 - 340 - - 340
Final settlement with
former parent - - 275 - - 275
Balance, August 31, 1996 7,697,527 $77 $25,820 $8,567 $ - $34,464
The accompanying notes are an integral part of these consolidated statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Eight Year
Months Ended Ended
Years Ended August 31, August 31, December 31,
(Amounts in thousands) 1996 1995 1994 1993
Cash flows from operating activities:
Net income $ 5,272 $ 4,584 $ 1,335 $ 3,922
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 1,123 1,008 551 727
Deferred taxes 1,857 2,418 (847) -
Changes in operating assets and
liabilities:
Accounts receivable, net (5,927) (871) 16,474 4,159
Inventories (1,069) (3,934) (10,293) 1,378
Prepaid expenses 135 (397) (246) (365)
Other assets 60 (348) 20 (502)
Accounts payable 2,731 1,097 (122) 725
Accrued liabilities and other 1,048 304 (856) 1,275
Net cash provided by operating
activities 5,230 3,861 6,016 11,319
Cash flows from investing
activities:
Capital expenditures, net (1,193) (2,119) (112) (1,498)
Cash flows from financing
activities:
Net (repayments) borrowings
of long-term debt (5,200) 4,420 38,218 (500)
Issuance of common stock 340 82 - -
Payment from (to) former
parent related to purchase
price settlement 275 (6,456) 6,456 -
Net return to former parent - - (16,251) (8,903)
Transferred to former parent - - (35,000) -
Net cash used in financing
activities (4,585) (1,954) (6,577) (9,403)
Net (decrease) increase in cash
and cash equivalents (548) (212) (673) 418
Cash and cash equivalents,
beginning of period 1,337 1,549 2,222 1,804
Cash and cash equivalents,
end of period $ 789 $ 1,337 $ 1,549 $ 2,222
Supplemental disclosures of
cash flow information:
Cash paid during the year for:
Interest $ 3,548 $ 3,899 $ 187 $ 173
Income taxes 247 459 2,200 2,776
The accompanying notes are an integral part of these consolidated statements.
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share data)
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION The consolidated financial statements
include the assets, liabilities, revenues and expenses of the
Rawlings Sporting Goods Company, Inc. and all of its subsidiaries
(Rawlings or the Company). For periods prior to July 8, 1994 the
consolidated financial statements include the assets,
liabilities, revenues and expenses of the division and
subsidiaries of Figgie International, Inc. (the former parent)
that constitute the unincorporated Rawlings Business. As a result
of the Rawlings Business being conducted through a division of
the former parent, the Rawlings Business had no separately
identifiable equity other than an amount equal to net assets
entitled "Investment by Former Parent . All significant
intercompany transactions have been eliminated.
CHANGE IN FISCAL YEAR The Company changed its fiscal year end
from December 31 to August 31 after the July 8, 1994 transfer of
the Rawlings Business to the Company from the former parent was
completed. The change resulted in a short period of eight months
beginning January 1, 1994 and ending August 31, 1994. Information
included in the footnotes to the financial statements for 1996
refers to the twelve months ended August 31, 1996, the
information for 1995 refers to the twelve months ended August 31,
1995, the information for 1994 refers to the eight months ended
August 31, 1994 and the information for 1993 refers to the twelve
months ended December 31, 1993.
CASH AND CASH EQUIVALENTS Cash equivalents consist of
short-term, highly liquid investments with an average maturity
when purchased of three months or less.
INVENTORIES Inventories are valued at the lower of cost or net
realizable value with cost principally determined on a first-in,
first-out method. Cost includes materials, labor and overhead.
PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment
is stated at cost and depreciation is generally computed on a
straight-line basis. The principal rates of depreciation are as
follows:
Buildings and improvements 20-30 years
Machinery and equipment 7-12 years
Other 4-10 years
INCOME TAXES Deferred income taxes are recorded for temporary
differences in reporting income and expenses for tax and
financial statement purposes. The Company adopted Statement of
Financial Accounting Standards No. 109, Accounting for Incomes
Taxes (SFAS No. 109), on July 8, 1994. The provision for income
taxes reflected in the consolidated financial statements prior to
July 8, 1994 included the Rawlings Business share of the
consolidated income tax expense of the former parent.
FINANCIAL INSTRUMENTS The fair value of the Company's financial
instruments approximate their carrying amounts.
NET INCOME PER SHARE Net income per share for 1996 and 1995 is
based on the weighted average number of common shares outstanding
during the period. Net income per share data on a historical
basis has been omitted for 1994 and 1993, as the Rawlings
Business was a division of the former parent.
SEGMENT REPORTING The Company is engaged principally in one line
of business, the manufacturing, procurement and sale of sporting
goods and related products.
RECLASSIFICATION Certain reclassifications have been made to the
prior year financial statements to conform with the current year
presentation.
USE OF ESTIMATES These financial statements have been prepared
on the accrual basis of accounting, which required the use of
certain estimates by management, in determining the Company's
assets, liabilities, revenues and expenses.
2 INVENTORIES
Inventories consist of the following:
August 31,
1996 1995
Raw materials $ 5,624 $ 5,498
Work in process 1,899 1,940
Finished goods 24,892 23,908
Inventories $32,415 $31,346
3 PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consists of the following:
August 31,
1996 1995
Buildings and improvements $ 5,412 $ 5,249
Machinery and equipment 12,709 11,943
Other 2,348 1,998
Total property, plant and equipment 20,469 19,190
Less - Accumulated depreciation (12,609) (11,589)
Property, plant and equipment, net $ 7,860 $ 7,601
4 FOREIGN CURRENCY TRANSACTIONS
For 1996, 1995, 1994 and 1993, the foreign currency transaction
gains (losses) included in determining net income were ($12),
$91, ($274) and ($156), respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5 SUPPLEMENTAL INCOME STATEMENT INFORMATION
Set forth below is a comparative summary of certain net revenue
and expense items:
1996 1995 1994 1993
Licensing revenues $6,880 $6,169 $5,593 $4,501
Operating lease expenses 2,426 2,172 1,404 1,531
Royalty and licensing expenses 5,536 4,986 2,634 3,784
Research and development
expenses 238 540 143 519
6 INCOME TAXES
Rawlings was included in the consolidated tax returns of the
former parent prior to July 8, 1994. The provision for income
taxes reflected in the consolidated financial statements prior to
July 8, 1994 included the Rawlings Business's share of the
consolidated income tax expense of the former parent. The
provision approximates Rawlings' income tax expense under SFAS
No. 109 which would have been incurred on a stand-alone basis.
Prior to July 8, 1994, cash paid for income taxes included
in the accompanying statements of cash flows represents the
current portion of the Rawlings Business's provision for income
taxes. The Company made no payments from July 9, 1994 to August
31, 1994.
The income tax provision (benefit) is as follows:
1996 1995 1994 1993
Current:
Federal $ 564 $ 557 $1,206 $2,428
State and other 67 (19) 237 348
Total current 631 538 1,443 2,776
Deferred:
Federal 1,658 2,082 (482) (91)
State and other 199 336 (71) (13)
Total deferred 1,857 2,418 (553) (104)
Total income tax provision $2,488 $2,956 $ 890 $2,672
A reconciliation between the provision for income taxes
computed at the Federal statutory rate and the rate used for
financial reporting purposes is as follows:
1996 1995 1994 1993
Amount % Amount % Amount % Amount %
Expected
provision
at the
statutory
rate $2,716 35.0 $2,639 35.0 $779 35.0 $2,308 35.0
State and
other taxes,
net of federal
tax benefit 326 4.2 317 4.2 111 5.0 335 5.1
Lower effective
tax rates
on foreign
income (554) (7.1) - - - - - -
Other - - - - - - 29 .4
Total income
tax provision $2,488 32.1 $2,956 39.2 $890 40.0 $2,672 40.5
The significant components of deferred taxes which are
included in the accompanying balance sheets are as follows:
1996 1995
Deferred Deferred Deferred Deferred
Tax Tax Tax Tax
Assets Liabilities Assets Liabilities
Intangible assets $25,348 $- $26,451 $ -
Operating loss
carryforwards 2,141 - 2,191 -
Foreign tax credits 748 - 272 -
Allowance for
doubtful accounts 596 - 579 -
Environmental reserve 391 - 439 -
Inventory 388 - 106 -
Property, plant
and equipment 220 - 939 -
Other - 904 593 785
Total $29,832 $904 $31,570 $785
The Company believes a valuation allowance against deferred
income tax assets as of August 31, 1996 is not necessary. The
Company's net operating loss carryforwards expire in 2009 through
2010. Deferred taxes for 1994 resulted primarily from intangible
assets, net operating loss carryforwards and accelerated
depreciation. Deferred taxes for 1993 resulted principally from
depreciation and provisions for estimated expenses.
Income taxes have not been provided on the undistributed
income (approximately $1,400) of Rawlings' foreign subsidiary
which the Company does not intend to be remitted to the US.
7 ACCRUED LIABILITIES
Accrued liabilities consist of the following:
August 31,
1996 1995
Salary, benefits and other taxes $3,487 $2,536
Payable to former parent 1,342 2,003
Environmental and other 3,191 2,695
Royalties 441 165
Accrued liabilities $8,461 $7,399
8 LONG-TERM DEBT
Long-term debt consists of the following:
August 31,
1996 1995
Credit agreement with banks due 1999,
average interest rate of 6.86%
and 7.30%, respectively $38,700 $43,000
Industrial Revenue Bond, 8.75%, due 2000,
repaid in 1996 - 900
Total long-term debt $38,700 $43,900
In July 1994 the Company entered into an $80,000 variable
rate unsecured credit agreement with a bank group. The credit
agreement was amended in March and August 1995 and September
1996. The September 1996 amendment modified, among other matters,
certain financial covenants including the minimum fixed charge
coverage and the required ratio of maximum total debt to total
capitalization. The available borrowings under the amended credit
agreement decline $4,000 and $5,000 as of July 8, 1997 and 1998,
respectively. The committed line of credit is $76,000 as of
August 31, 1996 after a scheduled $4,000 reduction on July 8,
1996.
The Company is required under the amended credit agreement
to meet certain financial covenants pertaining to minimum fixed
charge coverage, incurrence of additional debt, maximum total
debt as a percentage of total capitalization, minimum net worth
and restrictions on the Company's ability to pay cash dividends
to 50% of the Company's net income for the preceding year. The
Company is in compliance with these covenants.
As of August 31, 1996 the Company had outstanding letters of
credit of $5,743 and available borrowing capacity of $31,557
under the credit agreement with banks.
In July 1994 the Company entered into an interest rate cap
at 9.25% for up to $15,000 in borrowings through July 1997.
In October 1995 the Company entered into a two-year interest
rate swap agreement with a commercial bank under which the
Company receives a floating rate based on three month LIBOR
through September 1997 on $25,000 and pays a fixed rate of 6.50%.
This transaction effectively changes a portion of the Company's
debt from a floating rate to a fixed rate.
9 EMPLOYEE BENEFITS
COMPANY-SPONSORED DEFINED CONTRIBUTION PLANS Beginning December
1, 1994, substantially all US salaried employees and certain US
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 $299
and $183 in 1996 and 1995, respectively.
MULTI-EMPLOYER PENSION PLANS Certain union employees participate
in multi-employer defined benefit pension plans. Contributions to
the plans were $956, $839, $483 and $903 in 1996, 1995, 1994 and
1993, respectively.
BENEFITS FROM FORMER PARENT The former parent has retained the
obligation for accrued benefits attributable to employees and
former employees of the Rawlings Business earned prior to July 8,
1994. The Rawlings Business participated in various employee
benefit plans of the former parent prior to July 8, 1994. The
cost allocated to the Rawlings Business, as determined by the
plan administrator, for these plans was $387 and $856 in 1994 and
1993, respectively.
10 STOCK OPTIONS
The 1994 Rawlings Long-Term Incentive Plan (the 1994 Incentive
Plan) provides for the issuance of up to 625,000 shares of
Rawlings common stock upon the exercise of stock options and
stock appreciation rights, and as restricted stock, deferred
stock, stock granted as a bonus or in lieu of other awards and
other equity-based awards. The 1994 Non-Employee Directors Stock
Plan (1994 Directors Stock Plan) provides for the issuance of up
to 50,000 shares of Rawlings common stock to non-employee
directors upon the exercise of stock options or in lieu of
director's fees.
Stock options granted under the 1994 Incentive Plan and the
1994 Directors Stock Plan have exercise prices equal to the
market price on the date of grant, vest over three to four years
from the date of grant and, once vested, are generally
exercisable over ten years following the date of grant.
Option activity is as follows:
1996 1995 1994
Outstanding at beginning
of period 346,610 313,266 -
Granted 192,125 84,886 313,266
Exercised - - -
Cancelled (55,550) (51,542) -
Outstanding at end
of period 483,185 346,610 313,266
Shares exercisable 175,077 87,237 -
Price of stock options:
Granted $7.88-$9.94 $9.63-$13.88 $11.25-$12.00
Exercised - - -
Cancelled $9.00-$13.88 $12.00 -
Outstanding $7.88-$13.88 $9.63-$13.88 $11.25-$12.00
At August 31, 1996, 191,815 shares of Rawlings common stock
were available for future awards under the plans.
The Financial Accounting Standards Board has issued SFAS No.
123 "Accounting for Stock-Based Compensation, which is effective
for fiscal years beginning after December 15, 1995. This
statement recommends that companies account for stock option
plans by recognizing the fair value of stock options granted over
the vesting period of the option, but also permits companies to
continue to account for employee stock options under Accounting
Principles Board Opinion No. 25 (APB No. 25) "Accounting for
Stock Issued to Employees. The Company will adopt SFAS No. 123
in its fiscal year ending August 31, 1997 but will continue to
account for options under APB No. 25 and will disclose the pro
forma net income and net income per share effect as if the
Company had used the fair value-based method recommended under
SFAS No. 123.
11 RELATED PARTY TRANSACTIONS
The Company leased office space, through December 1995, from a
partnership in which one of the Company's board of directors had
a 40% ownership interest. In December 1995, the director sold his
40% ownership interest in the office space. Lease payments made
during the period the outside director maintained an ownership
interest in the building were $233, $390 and $257 in 1996, 1995
and 1994, respectively.
12 COMMITMENTS AND CONTINGENCIES
Future minimum payments under noncancelable leases, royalty and
licensing agreements as of August 31, 1996 are as follows:
Royalty and
Operating Licensing
Leases Agreements
Fiscal 1997 $1,860 $3,549
Fiscal 1998 1,400 1,239
Fiscal 1999 947 1,078
Fiscal 2000 663 73
Fiscal 2001 233 -
Thereafter 57 225
Total minimum lease payments $5,160 $6,164
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
One customer's purchases are 11% 10%, 9% and 11% of net
revenues of Rawlings for 1996, 1995, 1994 and 1993, respectively.
No other customers' purchases were greater than 10% of net
revenues.
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 past petroleum and waste storage practices at its facility in
Dolgeville, New York. In 1993, Rawlings accrued $1,559 relating
to estimated environmental investigation and remediation costs.
Rawlings believes that the accrued environmental costs will be
incurred over the next several years. Due to the uncertainty of
recovery of costs from insurance carriers and other potentially
liable third parties, Rawlings has not adjusted its accrual for
environmental costs to reflect potential recoveries from third
parties.
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 Mr. Carl J. Shields, Chairman,
CEO and President of the Company, and Mr. Howard B. Keene, Chief
Operating Officer of the Company. The complaint alleges, among
other things, that the defendant's 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 unspecified amount of
damages, reimbursement of costs and expenses of the litigation,
including attorney fees, and other unspecified relief. The
Company intends to vigorously defend this action.
Rawlings is periodically subjected to product liability
claims and proceedings involving its patents; such proceedings
have not had a material adverse effect on Rawlings.
In the opinion of management, ultimate liabilities resulting
from pending environmental matters, the shareholder suit and
other legal proceedings will not have a material adverse effect
on the financial condition or results of operations of Rawlings.
13 TRANSACTIONS WITH FORMER PARENT
NET ASSET TRANSFER In July 1994, the former parent transferred
the net assets of the Rawlings Business to the Company in
exchange for $35,000 in cash and the net cash proceeds generated
from the initial public offering of the Company's stock. The
purchase price was subject to a post-closing adjustment based on
the investment by the former parent in the Rawlings Business as
of June 30, 1994 as defined in the asset transfer agreement. In
1995, the Company paid the former parent $6,456 as a preliminary
settlement of the post-closing adjustment. A final purchase
settlement was reached in 1996 with the former parent paying the
Company a final settlement of $275.
The assets and liabilities transferred to Rawlings are
recorded at the predecessor's cost for financial reporting
purposes. For tax purposes, the transaction results in a step-up
of the basis of the assets transferred determined by the fair
value paid by the Company for the Rawlings Business. The
recording of the deferred income tax asset related to the step-up
in the tax basis of the assets results in a corresponding
increase in additional paid-in capital. 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% 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 obligation to pay the former parent was recorded as a
liability and a corresponding reduction in additional paid-in
capital.
CHARGES FROM FORMER PARENT Prior to July 8, 1994, the former
parent allocated corporate overhead and interest expense to the
Company. The charge from the former parent to the Rawlings
Business did not include expenses related to the Rawlings
Business, such as insurance, pension, medical and health benefits
and outside legal expenses. These expenses were charged directly
to the Rawlings Business by the former parent and are reflected
in the appropriate expense categories in the accompanying
consolidated statements of income. These transactions did not
occur subsequent to the July 8, 1994 transaction.
Interest expense relating to the former parent's factoring
of Rawlings' accounts receivable was $99 and $255 for 1994 and
1993, respectively.
INVESTMENT BY FORMER PARENT The following is an analysis of the
investment by the former parent:
1994 1993
Cash collected by former parent from
the Rawlings Business operations $(82,291) $(144,585)
Cash provided by former parent to fund
the Rawlings Business operations 61,712 128,783
Corporate overhead and interest expense
allocated by former parent to the
Rawlings Business 4,328 6,899
Net investment return to former parent (16,251) (8,903)
Net income 2,624 3,922
Net assets of Rawlings acquired (41,972) -
Net change in investment by former parent (55,599) (4,981)
Investment by former parent,
beginning of period 55,599 60,580
Investment by former parent, end of period $ - $ 55,599
14 SUPPLEMENTAL TRANSITION PERIOD
INFORMATION (unaudited)
Eight
Months Ended
August 31,
1993
Net revenues $84,917
Gross profit 27,198
Operating income 2,385
Income before income taxes 1,916
Provision for income taxes 720
Net income 1,196
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 or Rawlings) (successor to the
Rawlings Sporting Goods Company, a division of Figgie
International Inc. - see Note 1) as of August 31, 1996 and 1995
and the related consolidated statements of income, stockholders'
equity and cash flows for each of the two years in the period
ended August 31, 1996, the eight months ended August 31, 1994,
and for the year ended December 31, 1993. These financial
statements are the responsibility of Rawlings' management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Rawlings Sporting Goods Company, Inc. and subsidiaries as of
August 31, 1996 and 1995, and the results of their operations and
their cash flows for each of the two years in the period ended
August 31, 1996, the eight months ended August 31, 1994, and for
the year ended December 31, 1993, in conformity with generally
accepted accounting principles.
ARTHUR ANDERSEN LLP
St. Louis, Missouri
October 11, 1996