FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X} ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 1997.
Commission File Number: 0-24450
RAWLINGS SPORTING GOODS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1674348
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1859 Intertech Drive, Fenton, Missouri 63026
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(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 4, 1997 was
$85,005,217.
The number of shares of the registrant's Common Stock, $.01
par value, outstanding as of October 15, 1997, was 7,727,747.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1997 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Item 1. Business. . . . . . . . . . . . . . . . . . . . .1
Item 2. Properties. . . . . . . . . . . . . . . . . . . 13
Item 3. Legal Proceedings.. . . . . . . . . . . . . . . 15
Item 4. Submission of Matters to a Vote of Security
Holders . . . . . . . . . . . . . . . . . . . . 16
Part II. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters . . . . . . . . . . 16
Item 6. Selected Financial Data . . . . . . . . . . . . 17
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . 17
Item 8. Financial Statements and Supplementary Data . . 17
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . 17
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Item 10. Directors and Executive Officers of the
Registrant. . . . . . . . . . . . . . . . . . . 17
Item 11. Executive Compensation. . . . . . . . . . . . . 18
Item 12. Security Ownership of Certain Beneficial Owners
and Management. . . . . . . . . . . . . . . . . 18
Item 13. Certain Relationships and Related Transactions. 18
Part IV. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K . . . . . . . . . . . . . . 18
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 the National and
American Leagues, All-Star Game and World Series games for
baseballs and the National Collegiate Athletic Association (the
"NCAA") for the sports of football and basketball. In addition,
Rawlings' products are endorsed by more than 56 college coaches,
more than 20 major sports organizations and numerous athletes,
including approximately 120 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 a new power forged aluminum bat
and a speed sensing baseball in fiscal 1997 with delivery of
these new products expected to begin in the first half of fiscal
1998. Today, Rawlings manufactures and distributes a broad array
of team sports equipment and products, including baseball gloves,
baseballs, baseball bats, batter's helmets, catcher's and
umpire's protective gear, basketballs, footballs, volleyballs,
soccer balls, football shoulder pads and other protective gear,
hockey sticks, hockey gloves, hockey protective and goalie gear,
team uniforms and various team sports accessories. In addition,
licensees of the Company sell numerous products including
athletic shoes, retail active wear apparel, socks, golf equipment
and sport drinks, using the Rawlings 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
and League Championship Series and nonexclusive rights to vinyl
baseballs with Club logos and for the above outlined events.
Since 1994, the Company has been the exclusive supplier of
baseballs to each of the 18 Minor Leagues with the agreement
expiring in 2000. The Company is the leading supplier of
baseball gloves to Major and Minor League players.
Since 1986, Rawlings has been the exclusive supplier of
basketballs for the NCAA Men's and Women's Division I, II and III
tournament championship games, including the Final Four with an
agreement expiring in 2002. Since 1987, Rawlings has been the
exclusive supplier of footballs for the NCAA Division IAA, II and
III championship games with a contract expiring in 1999.
In September 1997, the Company acquired the net assets of
the Victoriaville hockey business which includes the Vic,
Victoriaville and McMartin brands. Victoriaville has
approximately $14.0 million in annual revenues and National
Hockey League (NHL) on ice exposure including sticks and
protective gear with over 150 professional hockey players.
Products and Markets
The following is a summary of net revenues for the principal
product lines and licensing arrangements of Rawlings during the
three fiscal years ended August 31, 1997:
Net Revenues by Principal Product line
(amounts in millions)
(unaudited)
Years Ended August 31,
1997 1996 1995
Equipment
Baseball $80.8 $88.3 $86.9
Basketball, football and volleyball 28.7 24.2 23.3
Apparel 16.4 14.3 10.2
International 7.5 7.7 9.5
Licensing 6.5 6.9 6.2
Miscellaneous 7.7 8.3 8.0
Net revenues $147.6 $149.7 $144.1
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 125 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
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 1996, the
Company introduced the pony tail batter's helmet for women. In
1995, the Company introduced a one size fits all batter's helmet
that received the award for most innovative product design at the
1995 National Sporting Goods Association trade show.
Rawlings believes that it is the second leading supplier of
wood baseball bats sold in North America. The Company sells bats
to a number of Major League and Minor League teams. The
Rawlings' line of bats is manufactured at its Dolgeville, New
York facility under the Rawlings and Adirondack names. The
Company also introduced a line of power forged aluminum baseball
and softball bats in fiscal 1997 with delivery expected to
commence in the first half of 1998.
Basketball and Football
Rawlings sells 20 different types of basketballs, including
full-grain, composite and synthetic leather and rubber
basketballs for men and women in both the youth and adult
markets. Since 1986, Rawlings has been the exclusive supplier of
basketballs for the NCAA Men's and Women's Division I, II and III
championship games (including the Final Four). The basketball
contract with the NCAA expires in 2002. The Company is also the
official supplier of basketballs to the National Association of
Intercollegiate Athletics.
Rawlings sells 22 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 championship games. The football contract with
the NCAA expires in 1999. Rawlings also supplies the official
football to the National Association of Intercollegiate
Athletics.
Hockey
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.
In September 1997, the Company acquired the net assets of
the Victoriaville hockey business which includes the Vic,
Victoriaville and McMartin brands. Victoriaville has
approximately $14.0 million in annual revenues and major products
include hockey sticks, hockey protective equipment and goalie
protective equipment. The acquisition of the Victoriaville
business is expected to significantly increase the size of the
Company's hockey business.
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
11.1% of the net revenues of the Company in the year ended August
31, 1997. 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 1997, the
Company completed a 21,000 square foot expansion of its Costa
Rica facility in order to expand its stock clothing capacity.
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, 1997. Rawlings currently distributes its products in
more than 36 countries primarily through independent
distributors. Of the Company's international net revenues in the
year ended August 31, 1997, approximately $4.4 million came from
direct sales in Canada.
The Company works closely with foreign sports organizations
to build participation levels in American team sports outside of
the U.S. The Company supplies baseball, basketball and football
equipment and team uniforms to international sports
organizations, and to leagues in a number of non U.S. countries
including those where Rawlings supplies baseballs (Argentina,
Spain and Puerto Rico), basketballs (Finland, Germany, Italy and
Puerto Rico). 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.
The September 1997 acquisition of the Victoriaville hockey
business will contribute to international growth. Historic
annual international revenues of the Victoriaville hockey
business are approximately $9 million and management believes
that opportunities exist for growth beyond this level.
Licensing
In the year ended August 31, 1997, the Company generated
$6.5 million of licensing revenues on approximately $160 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 16 companies which are using the Rawlings
(Registered Trademark) brand name on various products including
sportswear, shoes, golf clubs, golf accessories, sports bags,
socks, beverages 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 continue to license
the Rawlings (Registered Trademark) brand name to strategically
extend the name to other related quality products and to new
geographic areas. The Company believes that such strategic
licensing will enhance the Company's image, consumer recognition
and sales of all of its products.
Miscellaneous
Rawlings derives other net revenues from its four outlet
stores and from its leather tanning facility. The outlet stores
sell seconds, irregular quality and discontinued items.
Approximately 62% 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 40% 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 4,100 customers
including local sporting goods stores, institutional dealers
(entities that service the sports equipment needs of high school,
collegiate and amateur sports organizations), regional sporting
goods chains (such as Dick's and Modell's), national sporting
goods chains (such as Champs), sporting goods megastores (such as
Sports Authority and Jumbo Sports) and mass merchandisers (such
as Wal-Mart and K-Mart). In recent years, sales to sporting
goods megastores and mass merchandisers have accounted for an
increasing amount of the net revenues of Rawlings. Sales to the
ten largest customers of Rawlings constituted approximately 30%
of the total net revenues of Rawlings in the year ended August
31, 1997 including one customer (Wal-Mart) which accounted for
approximately 12% of 1997 revenues.
The Company has 32 direct sales employees and 46
manufacturers' representatives who sell its products in the
United States and Canada. The Company has two separate sales
forces, one to serve 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, four
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 Victoriaville hockey business primarily uses
manufacturers representatives in the United States and Canada and
distributors in other countries. Subsequent to the September
1997 purchase of the Victoriaville hockey business by the Company
a combination of manufacturers representatives and members of
Rawlings sales force are being used to sell Victoriaville
products. The Victoriaville hockey business products are
distributed from the Company's warehouses in Dolgeville, New York
and Daveluyville, Quebec.
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.
In November 1997 the Company entered into a five year
strategic marketing alliance with Host Communication, Inc. (HCI),
a sports marketing company. Under this agreement, Rawlings and
HCI will jointly market and sell Rawlings' products primarily
through corporate promotions, grass roots events and
international 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 and
League Championship Series games); the NCAA (basketball and
football championships and Final Four games); the 18 Minor
Leagues (Minor League games); the National Association of
Intercollegiate Athletics; the National Junior College Athletic
Association and the Men's Senior Baseball League.
In addition, the Company's products are endorsed by numerous
athletes, including approximately 120 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 56 college coaches including basketball's
Denny Crum, Lute Olson, Nolan Richardson and Marian Washington.
The Company's products are also endorsed by Brett Favre of the
Green Bay Packers and Steve Young of the San Francisco 49ers.
The products related to the Victoriaville hockey business are
endorsed by numerous professional hockey players.
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 and League
Championship Series games, the official baseballs for the Minor
League games and the NCAA basketball and football contracts,
provide that the agreements will be subject to termination upon a
change of control of Rawlings, as defined in the agreements,
unless the change of control is approved by the Major League
Baseball Promotional Corporation, the Minor Leagues or the NCAA.
Manufacturing, Product Procurement and Raw Materials
Sales of Rawlings manufactured products constituted
approximately 25% of its net revenues in the year ended August
31, 1997 and the balance derived from the sale of product
manufactured by third parties in Asia, Mexico and from licensing
fees. The third party sourced products are manufactured
according to the Company's specifications by third-party
manufacturers located outside the United States, including the
Philippines, China, Thailand, Taiwan, Korea, Indonesia and
Mexico. Three suppliers Trion Corporation, Cortina
International, Inc., and Samyang Tongsang Company Limited each
account for more than 10% of the Company's raw material and
finished goods purchases. The Company does not maintain formal
supply contracts with these suppliers. The Company seeks to
establish and build close working relationships with its
third-party manufacturers that emphasize service, quality,
reliability, loyalty and commitment. The Company continually
monitors its sourced products to ensure they meet the Company's
quality standards. The Company's arrangements with its non U.S.
suppliers are subject to the risks of doing business abroad. The
Company believes that the loss of any one 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 1994 the Company began
relocating production of stock apparel to its Costa Rica factory
to reduce operating costs. In 1997, the Company completed an
expansion of capacity of its Costa Rica facility for additional
stock apparel manufacturing. The increased off-shore production
will help the Company reduce costs over the next few years in the
apparel product category. The Victoriaville hockey business
acquired in September 1997 includes three manufacturing
facilities located in Canada.
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 and The Mark of a Pro
(Registered Trademark), are considered material to Rawlings'
business. As of August 31, 1997, Rawlings held 29 U.S. and 10
non U.S. patents, and had 10 U.S. patent applications and one non
U.S. patent application 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 and Wilson Sporting
Goods Company 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 pages 13 and 14
of the Company's 1997 Annual Report to Stockholders.
Employees
As of August 31, 1997, Rawlings employed approximately 1,420
people on a full-time basis, of whom 731 were based in the United
States; 3 in Canada and 686 were based in Costa Rica. Of the
total number of employees, approximately 1,261 were engaged in
manufacturing, 118 were engaged in marketing and sales and 41
were engaged in administration. Approximately 377 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 November 1999 and February 2000, 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 55% of the total net revenues of
Rawlings in the year ended August 31, 1997. 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.
Dependency 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.
Acquisition of Net Assets of Victoriaville Hockey Business.
In September 1997, the Company acquired the Victoriaville hockey
business with historical net revenues of approximately $14.0
million. The Company is in the process of integrating certain
portions of the Victoriaville business into its existing
business. While the Company believes the opportunity exists for
increased hockey revenues and a smooth integration, a significant
loss of Victoriaville's historical revenues or unanticipated
integration issues could have a material adverse effect on the
Company's sales and earnings.
Seasonality. Customers generally place orders with the
Company for baseball-related products beginning in August for
shipment beginning in November (pre-season orders). Because the
Company's sales of baseball-related products exceed those of its
other products, Rawlings' business is seasonal, with its highest
net revenues and profitability recognized between November 1 and
April 30, which may shift in the future due to the trends
discussed 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 30% of the total
net revenues of Rawlings in the year ended August 31, 1997,
including one customer, Wal-Mart, which accounted for
approximately 12% of 1997 revenues. Although the Company has
long-established relationships with many of its customers, the
Company does not have long-term supply contracts with them. A
decrease in business from any of its major customers could have a
material adverse effect on the Company's results of operations
and financial condition.
Litigation. Like similar manufacturing companies, the
Company is subject to various federal, state and local
environmental laws relating to air emissions, water discharges
and the storage, handling, disposal and remediation of petroleum
and hazardous substances. In addition, the Company is
periodically subjected to product liability claims and
proceedings involving its patents and other legal proceedings
which have not historically had a material adverse effect on the
Company. See "Legal Proceedings."
Credit Agreement Restrictions. The Company's Credit
Agreement with its existing lenders contains certain restrictions
on the Company, including requirements as to the maintenance of
net worth and certain financial ratios, payment of cash
dividends, incurrence of additional indebtedness and the
limitation of capital expenditures and there can be no assurance
that the Company will be able to achieve and maintain compliance
with those restrictions or obtain waivers to any non-compliance.
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
Howard B. Keene 55 Chief Executive Officer and
President
Paul E. Martin 37 Chief Financial Officer
Randy D. Black 45 Vice President, Marketing
Ted C. Sizemore 52 Vice President, Baseball
Development and International
Sales
J. Michael Thompson 40 Vice President, Sales
Jonathan C. Hodgins 33 President, Hockey Division
In October 1997, the Board of Directors accepted the
resignation of Carl Shields, who had led the Company since
mid-1994. A search is now under way to select his successor.
Until then, board member Andrew Baur will serve as Rawlings'
Chairman, and Howard B. Keene has been named Chief Executive
Officer and President.
Howard B. Keene has served as Chief Executive Officer and
President since October 1997. From April 1995 to October 1997
Mr. Keene served as Chief Operating Officer. From November 1992
to March 1995, Mr. Keene served as Vice President, Foreign
Activity and Procurement of Rawlings. From February 1990 to
November 1992, Mr. Keene served as International Purchasing
Consultant for all divisions of Figgie International, Inc. He
was President of Rawlings from 1987 to February 1990. From 1973
to 1987, Mr. Keene held various positions at Rawlings, primarily
in product procurement.
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 public company that manufactured packaging
materials with $50 million in revenues. 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.
Jonathan C. Hodgins has served as President, Hockey Division
since September 1997. From September 1996 until joining the
Company, Mr. Hodgins served as President and Chief Executive
Officer of USA Skate, Inc., the previous owner of the
Victoriaville hockey business. From 1990 to 1996 Mr. Hodgins was
employed by CCM/Sports Maska, Inc. in various management and
executive capacities. From 1986 to 1990 Mr. Hodgins was employed
by Canstar Sports Group in product management.
ITEM 2. PROPERTIES.
The following table sets forth certain information as of
August 31, 1997 relating to Rawlings' principal properties:
Approximate Owned or
Location Purpose/Products Size (sq. ft.) Leased
Ava, Missouri Manufacturing of 90,000 Leased
(two adjoining baseball 60,000 Leased
facilities) gloves, batter's
helmets, footballs
and injection molded
accessories
Dolgeville, New York Manufacturing of 80,500 Owned
(three properties) wood baseball bats
Fenton, Missouri Corporate 25,000 Leased
headquarters (for a
term
expiring
in 2001)
Licking, Missouri Manufacturing of 55,400 Owned
(two facilities) apparel 55,000 Leased
Springfield, Warehouse/ 83,500 Owned
Missouri distribution center
Tullahoma, Leather tanning 69,000 Owned
Tennessee
Turrialba, Manufacturing of 54,000 Owned
Costa Rica baseballs and apparel
*Daveluyville, Hockey sticks 74,000 Owned
Quebec
Canada
*Montreal, Hockey Protective 9,600 Leased
Quebec
Canada
*London, Goaltender 5,000 Leased
Ontario Equipment
Canada
*Acquired September 1997
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
four outlet stores. Rawlings also leases space for four 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
Like similar manufacturing companies, the Company is subject
to various federal, state and local environmental laws, including
those relating to air emissions, water discharges, and the
storage, handling, disposal and remediation of petroleum and
hazardous substances.
Pursuant to a consent order with the New York State
Department of Environmental Conservation (the "NYSDEC"), several
years ago the Company completed a drum removal project in the
vicinity of the kiln operations at its Adirondack facility in
Dolgeville, New York (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 the drum removal 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. Recently,
the Company filed a petition to delist the Adirondack Facility
entirely from the state Superfund list, and the NYSDEC has
informed the Company that the Adirondack Facility has been
removed from the list. Other than as set forth in this
paragraph, the Company has not been identified as a potentially
responsible party under the federal Superfund law or comparable
state laws at any of its properties or in connection with its
shipments of waste from any of its facilities to off-site
disposal locations.
In consultation with NYSDEC, the Company has addressed
certain issues 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. All underground storage tank removal activities
have been completed by the Company to the satisfaction of NYSDEC.
With regard to the former retort facility, which was operated by
a third party unrelated to Rawlings before Rawlings began its
operations at the Adirondack Facility, the Company plans to
conduct certain environmental remedial activities pursuant to a
Voluntary Agreement with the NYSDEC, and the Company is
conducting final negotiations with NYSDEC regarding the details
of the Voluntary Agreement.
While the Company's share of the cost of investigating and
remediating the contamination at the Adirondack Facility from the
former retort operation described above cannot be finally
determined until the contemplated remedial activities have been
completed, overall based on the Company's accrual of $0.9 million
as of August 31, 1997 it is unlikely that expenses beyond that
amount will be incurred in connection with environmental
investigation and remediation issues, including those regarding
the retort facility. Based upon work that has been completed,
the Company believes that the remaining investigatory,
remediation and monitoring costs will be incurred over the next
year. 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 the 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.
Pursuant to an informal agreement with the NYSDEC, the
Company is in the process of removing an on-site accumulation of
wood shavings at the Adirondack Facility. The Company believes
that the agreed upon removal may obviate any potentially
applicable solid waste permit requirements.
Litigation and Other Liabilities
The nature of the Company's products has subjected it to
product liability claims from time to time which have not had a
material adverse effect on the Company. In addition, the Company
is from time to time subject to proceedings involving its patents
which have not had a material adverse effect on the Company. The
Company expects that it will be subject to product liability
claims and proceedings involving its patents in the future due to
the nature of its products. The Company did not assume any
litigation or product liability of the Rawlings' business
relating to incidents that occurred prior to July 8, 1994. A
possibility exists, however, that the Company could be liable for
liabilities of the Rawlings' business not assumed by the Company
in the July 8, 1994 net asset transfer under a theory of
successor liability. While the former parent has agreed to
indemnify the Company for such liabilities, as well as certain
other obligations that relate to the assets and liabilities of
the Rawlings' business, there can be no assurance that the former
parent will be able to fulfill these indemnification obligations
to the Company if required to do so.
The Company intends to vigorously defend all product
liability matters. The Company believes that these matters will
not have a material adverse effect on the Company's financial
condition, results of operations or cash flow.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security
holders through the solicitation of proxies or otherwise during
the quarter ended August 31, 1997.
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 market price ranges, dividends declared
and shareholders of record is incorporated by reference from page
25 of the Company's 1997 Annual Report to Stockholders.
In November 1997 the Company sold warrants for 925,804
shares for approximately $3.07 per warrant. These warrants have
a four year term, and enable the holder to purchase approximately
925,804 shares of the Company's common stock, an exercise price
of $12.00 per share but are exercisable only if Rawlings' stock
closes at or above $16.50 for twenty consecutive trading days
during the four year term.
The information regarding dividend restrictions is
incorporated by reference from page 21 of the Company's 1997
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 21 of
the Company's 1997 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 1997 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 24 of the
Company's 1997 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, the Nominees for Directors and Executive Officers" in
the Company's proxy statement to be filed pursuant to Regulation
14A, which information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this Item is set forth under the
caption "Certain Transactions" in the Company's proxy statement
to be filed pursuant to Regulation 14A, which information is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) (1) Financial Statements: The financial statements
filed as a part of this report are listed in
Part II, Item 8.
(a) (2) Financial Statement Schedules: None.
(a) (3) Exhibits
2.1 Asset Purchase Agreement, dated September 10, 1997
among Les Equipments Sportif Davtec, Inc. USA
Skate Corporation, California Pro Sports, Inc.,
Rawlings Canada, Inc. and the Company, included as
Exhibit 2.1 to the Company's Form 8-K filed on
October 21, 1997 is hereby incorporated herein by
reference.
3.1 Certificate of Incorporation, included as Exhibit
3.1 to the Company's Registration Statement on
Form S-1 (File No. 33-77906), is hereby
incorporated herein by reference.
3.2 By-Laws, included as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (File No.
33-77906), is hereby incorporated herein by
reference.
3.3 By-Law amendment included as exhibit 3.3 to the
Company's Form 10-K for the fiscal year ended
August 31, 1996, is hereby incorporated herein by
reference.
4.1 Rights Agreement dated as of July 1, 1994 between
the Company and Boatmen's Trust Company as Rights
Agent, included as Exhibit 4.1 to the Company's
Form 10-Q for the quarter ended June 30, 1994, is
hereby incorporated herein by reference.
4.2 Amendment of Rights Agreement dated November 21,
1997 between the Company, Boatmen's Trust Company
and Chase Mellon Shareholder Services, Inc.,
included as Exhibit 4.2 to the Company's Form 8-K
dated November 21, 1997 is hereby incorporated
herein by reference.
4.3 Common Stock Purchase Warrant dated November 21,
1997 issued by the Company to Bull Run Corporation
included as Exhibit 4.1 to the Company's Form 8-K
dated November 21, 1997 is hereby incorporated
herein by reference.
10.1 Amended and Restated Credit Agreement dated as of
September 12, 1997 among the Company, The First
National Bank of Chicago, as agent, and certain
lenders named therein included as Exhibit 99.1 to
the Company's Form 8-K filed on October 21, 1997
is hereby incorporated herein by reference.
10.2 Assets Transfer Agreement dated as of July 8, 1994
by and among Figgie, Figgie Licensing Corporation,
Figgie International Real Estate, Inc., Figgie
Properties, Inc. and the Company, included as
Exhibit 10.1 to the Company's Form 10-Q for the
quarter ended June 30, 1994, is hereby
incorporated herein by reference.
10.3 Transitional Services Agreement dated as of July
8, 1994 between Figgie and the Company, included
as Exhibit 10.2 to the Company's Form 10-Q for the
quarter ended June 30, 1994, is hereby
incorporated herein by reference.
10.4 Tax Sharing and Separation Agreement dated July 8,
1994 between the Company and Figgie, included as
Exhibit 10.3 to the Company's Form 10-Q for the
quarter ended June 30, 1994, is hereby
incorporated herein by reference.
*10.5 The Company's 1994 Long-Term Incentive Plan,
included as Exhibit A to the Company's proxy
statement dated December 9, 1994, is hereby
incorporated herein by reference.
*10.6 The Company's 1994 Non-Employee Directors'
Stock Plan, included as Exhibit B to the
Company's proxy statement dated December 9,
1994, is hereby incorporated herein by
reference.
10.7 Amendment Agreement between Rawlings Sporting
Goods Company and ASICS Corporation, dated January
21, 1991, included as Exhibit 10.6 to the
Company's Registration Statement on Form S-1 (File
No. 33-77906), is hereby incorporated herein by
reference.
*10.8 Form of Indemnity Agreement entered into with
Directors and executive officers, included as
Exhibit 10.7 to the Company's Form 10-K for
the fiscal year ended August 31, 1994, is
hereby incorporated herein by reference.
*10.9 Form of Severance Agreement entered into with
executive officers included as Exhibit 10.8
to the Company's Form 10-K for the year ended
August 31, 1995 is hereby incorporated herein
by reference.
10.10 Investment Purchase Agreement dated
November 21, 1997 between the Company and
Bull Run Corporation, included as
Exhibit 99.1 to the Company's Form 8-K dated
November 21, 1997 is hereby incorporated
herein by reference.
10.11 Standstill Agreement dated November 21, 1997
between the Company and Bull Run Corporation,
included as Exhibit 99.2 to the Company's
Form 8-K dated November 21, 1997 is hereby
incorporated herein by reference.
10.12 Registration Rights Agreement dated
November 21, 1997 between the Company and
Bull Run Corporation, included as
Exhibit 99.3 to the Company's Form 8-K dated
November 21, 1997 is hereby incorporated
herein by reference.
* Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to the Item
14(c) of this report.
13. Annual Report to Stockholders for the Fiscal Year
Ended August 31, 1997.
21. Subsidiaries of the Company
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, 1997.
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 20, 1997 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/ Howard B. Keene November 20, 1997
Howard B. Keene
Chief Executive Officer and President
(Principal Executive Officer)
By: /s/ Paul E. Martin November 20, 1997
Paul E. Martin
Chief Financial Officer
(Principal Financial Officer
and Accounting Officer)
By: /s/ Andrew N. Baur November 20, 1997
Andrew N. Baur
Chairman of the Board and Director
By: /s/ Linda L. Griggs November 20, 1997
Linda L. Griggs
Director
By: /s/ Michael McDonnell November 20, 1997
Michael McDonnell
Director
By: /s/ Michael J. Roarty November 20, 1997
Michael J. Roarty
Director
By: /s/ William C. Robinson November 20, 1997
William C. Robinson
Director