EXHIBIT 13.1
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, 1997, 1996 and 1995, the eight months ended August 31,
1994 and each of the two years ended December 31, 1993.
Eight
Months
Ended Years Ended
(Amounts in Years Ended August 31, August 31, December 31,
thousands
except per 1997 1996 1995 1994 1993 1992
share date)
INCOME STATEMENT
DATE:/1/
Net revenues $147,600 $149,735 $144,141 $81,174 $139,615 $135,810
Operating income 11,880 11,666 11,598 2,935 7,138 12,400
Net income 5,470 5,272 4,584 1,335 3,922 7,112
Net income per
share 0.71 0.69 0.60 N/A N/A N/A
BALANCE SHEET DATA:
Total assets $101,264 $102,252 $97,783 $93,752 $67,616 $71,097
Long-term debt,
including current
maturities 32,673 38,700 43,900 39,480 1,262 1,762
(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.
NET REVENUES BY PRINCIPAL PRODUCT LINE (UNAUDITED)
Eight
Months
Ended Years Ended
(Amounts in Years Ended August 31, August 31, December 31,
millions) 1997 1996 1995 1994 1993 1992
Equipment: $80.8 $88.3 $86.9 $44.3 $83.7 $83.5
Baseball 28.7 24.2 23.2 13.9 21.7 19.7
Basketball,
football and
volleyball 16.4 14.3 10.2 5.1 9.9 9.3
Apparel 7.5 7.7 9.5 7.6 9.5 9.2
International 6.5 6.9 6.2 5.6 4.5 4.3
Licensing 7.7 8.3 8.0 4.7 10.3 9.8
Net revenues 147.6 $149.7 $144.1 $81.2 $139.6 $135.8
FINANCIAL CONTENTS
Financial Highlights Consolidated Statements of
Cash Flows
Management's Discussion and Notes to Consolidated
Analysis of Results of Operations Financial Statements
and Financial Condition
Consolidated Statements of Income Report of Independent Public
Accountants
Consolidated Balance Sheets Stockholders Information
Consolidated Statements of
Stockholders' Equity
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
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 1997 Annual Report on Form 10-K.
YEAR ENDED AUGUST 31, 1997 COMPARED TO THE YEAR
ENDED AUGUST 31, 1996
Results of Operations
Net revenues for the year ended August 31, 1997 (1997) were
$147,600,000, or 1.4 percent below net revenues of $149,735,000
for the year ended August 31, 1996 (1996). Lower net revenues
from baseball-related products, partially offset by higher net
revenues from basketball, football and volleyball equipment and
apparel were primarily responsible for the decrease. Net
revenues of baseball-related products decreased 8.5 percent
resulting from a) lower sales of baseball gloves as a result of
significant reductions at two major warehouse club chains who
decided to stop selling baseball-related products and to a
reduction in net revenues at a third major account, which entered
the selling season with excess inventory and b) lower sales of
baseballs primarily as a result of reduced net revenues from
memorabilia baseballs. In early fiscal 1998, one of the
warehouse clubs decided to re-enter the baseball category and has
placed an order for shipment in the first quarter of fiscal 1998.
Net revenues for basketball, football and volleyball equipment
increased 18.6 percent as a result of higher net revenues related
to major corporate promotions and increased back-to-school
programs. Apparel net revenues increased 14.7 percent as a
result of increases in both the custom and stock uniform
business. The Company expects continued double digit growth in
the apparel category.
In September, 1997, the Company purchased the assets of the
Victoriaville hockey business which has approximately $14.0
million in annual revenues. The purchase of the Victoriaville
hockey business and continued improvement in the overall health
of the sport of baseball indicates that double digit growth in
net revenues is possible in 1998.
Gross margin in 1997 was 30.8 percent, down 0.2 of a point
from the 1996 gross margin of 31.0 percent. Increased net
revenues of lower margin products including basketball, football
and volleyball equipment and apparel were primarily responsible
for the decrease. The Company achieved continued improvement in
the gross margin on apparel products in 1997 and expects further
improvement in 1998.
Selling, general and administrative (SG&A) expenses for 1997
of $33,609,000 were $1,141,000, or 3.3 percent below SG&A expense
of $34,750,000 in 1996. As a percent of net revenues, the SG&A
expenses in 1997 were 22.8 percent compared to 23.2 percent in
1996. Lower royalties, commissions and advertising and promotion
costs were primarily responsible for the decrease.
Interest expense of $3,115,000 in 1997 decreased 14.8
percent from $3,656,000 in 1996 as a result of lower average
borrowings and average interest rates.
The effective tax rate of 37.0 percent in 1997 was 4.9
points higher than the effective tax rate of 32.1 percent in
1996. The increase in the effective tax rate is the result of
1996 including an adjustment for the lower foreign effective tax
rates on a portion of the Company's income generated and
indefinitely reinvested in Costa Rica. The Company expects the
1998 effective tax rate, based on its current mix of domestic and
foreign earnings, to be between 37.0 percent and 38.0 percent.
YEAR ENDED AUGUST 31, 1996 COMPARED TO THE YEAR
ENDED AUGUST 31, 1995
Results of Operations
Net revenues for 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 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 resulting
from reduced popularity of baseball in Canada. In addition,
overall retail sales in Canada were slow as a result of less
favorable economic conditions than the United States. The other
international growth was primarily concentrated in Latin America.
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.
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 he 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.
Seasonality
Net revenues of baseball equipment and team uniforms are
highly seasonal. Customers generally place orders with the
Company for baseball-related products beginning in August for
shipment beginning in November (pre-season orders). These pre-
season orders from customers historically represented
approximately 65 percent to 75 percent of the customers'
anticipated needs for the entire baseball season. The amount of
these pre-season orders generally determine the Company's net
revenues and profitability between November 1 and March 31. The
Company then receives additional orders (fill-in orders) which
depend upon customers' actual sales of products during the
baseball season (sell-through). Fill-in orders are typically
received by the Company between February and May. These orders
generally represent approximately 25 to 35 percent of the
Company's sales of baseball-related products during a particular
season. Pre-season orders for certain baseball-related products
from certain customers are not required to be paid until early
spring. These extended terms increase the risk of collectibility
of accounts receivable. An increasing number of customers are on
automatic replenishment systems therefore more orders are
received on a ship-at-once basis. This change has resulted in
shipments to the customer closer to the time the products are
actually sold. This trend has and may continue to have the
effect of shifting the seasonality and quarterly results of the
Company with higher inventory and debt levels required to meet
orders for immediate delivery. The sell-through of baseball-
related products also affects the amount of inventory held by
customers at the and of the season which is carried over by the
customer for sale in the next baseball season. Customers
typically adjust their pre-season orders for the next baseball
season to account for the level of inventory carried over from
the preceding baseball season. Football equipment and team
uniforms are both shipped by the Company and sold by retailers
primarily in the period between March 1 and September 30. Hockey
equipment and uniforms are shipped by the Company primarily in
the period from May 1 to October 31. Basketballs and team
uniforms generally are shipped and sold throughout the year.
Because the Company's sales of baseball-related products exceed
those of its other products, Rawlings' business is seasonal, with
its highest net revenues and profitability recognized between
November 1 and April 30.
Interest Rate Management Activates
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 swaps as described in
Note 8 to the financial statements.
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 Dolgevile, New York with respect to
the release of wood pitch into surrounding soil and surface
water. The final cost of investigating and remediating the
contamination at the Adirondack facility described above cannot
be determined until the remediation is complete. However, based
on current estimates the Company believes the $893,000 accrued at
August 31, 1997 is adequate. The Company further 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.
Liquidity and Capital Resources
The Company's primary sources of liquidity are cash provided
by operating activities and the $90,000,000 amended and restated
credit agreement with a bank group more fully described in Note 9
to the financial statements. 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, 1997
Operating cash flows of $8,551,000 were primarily the result
of net income adjusted for non cash charges and lower inventory
levels partially offset by lower accounts payable and higher
accounts receivable. Operating cash flows were $3,321,000 higher
than 1996 primarily as a result of lower inventory levels and a
smaller increase in accounts receivable partially offset by a
reduction in accounts payable in 1997 compared to an increased in
1996. Investing activities used cash of $2,844,000 primarily for
capital expenditures for normal property and plant improvements,
the upgrading of certain plants to improve production capacity
and efficiency and to upgrade the Company's systems. With the
ongoing upgrade of the Company's systems and other planned
expenditures for improved production efficiencies the Company
expects capital expenditures of $3,000,000 to $3,500,000 in 1998.
Financing activities used cash of $5,764,000 which includes a net
debt repayment of $6,027,000 partially offset by issuance of
common stock of $263,000.
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, 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 primary 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. 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.
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. 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.
CONSOLIDATED STATEMENTS OF INCOME
Years Ended August 31,
(Amounts in thousands,
except per share date) 1997 1996 1995
Net revenues $147,600 $149,735 $144,141
Cost of goods sold 102,111 103,319 99,099
Gross profit 45,489 46,416 45,042
Selling, general and
administrative
expenses 33,609 34,750 33,444
Operating income 11,880 11,666 11,598
Interest expense 3,115 3,656 3,773
Other expense, net 83 250 285
Income before income taxes 8,682 7,760 7,540
Provision for income taxes 3,212 2,488 2,956
Net income $ 5,470 $ 5,272 $ 4,584
Net income per share $ 0.71 $ 0.69 $ 0.60
Average number of common
shares outstanding 7,712 7,680 7,652
The accompanying notes are an integral part of these consolidated
statements.
CONSOLIDATED BALANCE SHEETS
August 31,
(Amounts in thousands,
excepts share and per
share data) 1997 1996
Assets
Current assets:
Cash and cash equivalents $ 732 $ 789
Accounts receivable,
net of allowance of $1,627
and $1,498 respectively 32,968 30,090
Inventories 29,781 32,415
Prepaid expenses 935 1,472
Deferred income taxes 4,083 3,162
Total current assets 68,499 69,928
Property, plant and equipment, net 9,802 7,860
Other assets 760 698
Deferred income taxes 22,203 25,766
Total assets $101,264 $102,252
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 59 $ ---
Accounts payable 7,856 9,119
Accrued liabilities 9,901 8,461
Total current liabilities 17,816 17,580
Long-term debt, less current maturities 32,614 38,700
Other long-term liabilities 10,637 11,508
Total liabilities 61,067 67,788
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, 7,725,814 and
7,697,527 shares issued and
outstanding, respectively 77 77
Additional paid-in capital 26,083 25,820
Retained earnings 14,037 8,567
Stockholders' equity 40,197 34,464
Total liabilities and
stockholders' equity $101,264 $102,252
The accompanying notes are an integral part of these consolidated
balance sheets.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock
(Amounts in
thousands, Additional Retained
except share Paid-in Earnings
data) Shares Amount Capital (Deficit) Total
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
Net income -- -- -- 5,470 5,470
Issuance of
common stock 28,287 -- 263 -- 263
BALANCE,
AUGUST 31, 1997 7,725,814 $77 $26,083 $14,037 $40,197
The accompanying notes are an integral part of these consolidated statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended August 31,
(Amounts in thousands) 1997 1996 1995
Cash flows from operating activities:
Net income $5,470 $5,272 $4,584
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 1,220 1,123 1,008
Gain on sale of equipment (150) -- --
Deferred taxes 2,642 1,857 2,418
Changes in operating assets and
liabilities:
Accounts receivable, net (2,878) (5,927) (871)
Inventories 2,634 (1,069) (3,934)
Prepaid expenses 537 135 (397)
Other assets (242) 60 (348)
Accounts payable (1,263) 2,731 1,097
Accrued liabilities and
other 581 1,048 304
Net cash provided by operating
activities 8,551 5,230 3,861
Cash flows from investing activities:
Capital expenditures (2,994) (1,193) (2,119)
Proceeds from sale of equipment 150 -- --
Net cash used in investing
activities (2,844) (1,193) (2,119)
Cash flows from financing activities:
Net (repayments) borrowings of
long-term debt (6,027) (5,200) 4,420
Issuance of common stock 263 340 82
Payment from (to) former parent
related to purchase price
settlement -- 275 (6,456)
Net cash used in financing
activities (5,764) (4,585) (1,954)
Net decrease in cash and cash
equivalents (57) (584) (212)
Cash and cash equivalents,
beginning of year 789 1,337 1,549
Cash and cash equivalents,
end of year $ 732 $ 789 $ 1,337
Supplemental disclosures of cash
flow information:
Cash paid during the year for;
Interest $3,159 $3,548 $3,899
Income taxes 383 247 459
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
Principles of Consolidation
The consolidated financial statements include the
accounts of Rawlings Sporting Goods Company, Inc. and all of its
subsidiaries (Rawlings or the Company). All significant
intercompany transactions have been eliminated.
Cash and Cash Equivalents
Cash equivalents consist of short-term, highly liquid
investments with a 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 . . . . . . . . . . . 5-12 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 in accordance with Statement of
Financial Accounting Standards No. 109, Accounting for Income
Taxes (SFAS No. 109).
Financial Instruments
The fair value of the Company's financial instruments
approximate their carrying amounts. Fair value for all financial
instruments other than long-term debt, for which no quoted market
prices exist, were based on appropriate estimates. The value of
the Company's long-term debt is estimated based on market prices
for similar issues or on the current rates offered to the Company
for debt of the same remaining maturities.
Net Income Per Share
Net income per share is based on the weighted average
number of common shares outstanding during each year.
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 require the use of certain
estimates by management, in determining the Company's assets,
liabilities, revenues and expenses. Resolution of certain
matters could differ significantly from the resolution that is
currently expected.
2. Inventories
Inventories consist of the following:
August 31,
1997 1996
Raw materials $ 5,571 $ 5,624
Work in process 2,027 1,899
Finished goods 22,183 24,892
Inventories $29,781 $32,415
3. Property, Plant and Equipment, Net
Property, plant and equipment consists of the following:
August 31,
1997 1996
Buildings and improvements $ 5,926 $ 5,412
Machinery and equipment 14,350 12,709
Other 2,697 2,348
Total property, plant and equipment 22,973 20,469
Less - Accumulated depreciation (13,171) (12,609)
Property, plant and equipment, net $ 9,802 $ 7,860
4. Supplemental Income Statement Information
Set forth below is a comparative summary of certain net
revenue and expense items:
1997 1996 1995
Licensing revenues $6,531 $6,880 $6,169
Operating lease expenses 2,300 2,426 2,172
Royalty and licensing expenses 5,028 5,536 4,986
Research and development expenses 54 238 540
5. Foreign Currency Transactions
For 1997, 1996 and 1995, the foreign currency transaction
gains (losses) included in determining net income were $(25),
$(12) and $91, respectively.
6. Income Taxes
The income tax provision (benefit) is as follows:
1997 1996 1995
Current:
Federal $ 472 $ 564 $ 557
State and other 98 67 (19)
Total current 570 631 538
Deferred:
Federal 2,464 1,658 2,082
State and other 178 199 336
Total deferred 2,642 1,857 2,418
Total income tax
provision $3,212 $2,488 $2,956
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:
1997 1996 1995
Amount % Amount % Amount %
Expected provisions $3,039 35.0 $2,716 35.0 $2,369 35.0
at the statutory rate
State and other taxes,
net of federal tax
benefit 365 4.2 326 4.2 317 4.2
Lower tax rates on
foreign income (118) (1.4) (554) (7.1) -- --
Other (74) (0.8) -- -- -- --
Total income tax
provision $3,212 37.0 $2,488 32.1 $2,956 39.2
The significant components of deferred taxes which are included in the
accompanying balance sheets are as follows:
1997 1996
Deferred Deferred Deferred Deferred
Tax Tax Tax Tax
Assets Liabilities Assets Liabilities
Intangible assets $23,837 $---- $25,348 $----
Operating loss carryforwards 128 ---- 2,141 ----
Foreign tax credits 1,042 ---- 748 ----
Allowance for doubtful
accounts 647 ---- 596 ---
Environmental reserve 346 ---- 391 ---
Inventory 609 ---- 388 ---
Other accruals 904 ---- -- ---
Other -- ---- -- 684
Total $27,513 $1,227 $29,612 $ 684
The Company believes a valuation allowance against deferred
income tax assets as of August 31, 1997 is not necessary. The
company's net operating loss carryforwards expire in 2009 and
2010.
Income taxes have not been provided on the undistributed
income (approximately $1,700) of a foreign subsidiary which the
Company does not intend to be remitted to the U.S.
7. Accrued Liabilities
Accrued liabilities consist of the following:
August 31,
1997 1996
Salary, benefits and other taxes $2,976 $3,487
Royalties 2,187 441
Payable to former parent 1,346 1,342
Environmental and other 3,392 3,191
Accrued liabilities $9,901 $8,461
8. Long-Term Debt
Long-term debt consists of the following:
August 31,
1997 1996
Credit agreement with banks
due 1999, average interest
rate of 6.78% and 6.86%, respectively $32,350 $38,700
Obligation under capital lease,
average interest rate of 4.90% 323 ---
Total debt 32,673 38,700
Less current maturities of long-term debt (59) ---
Total long-term debt $32,614 $38,700
In 1997, the Company maintained a $72,000 variable rate
unsecured credit agreement with a bank group. In September 1997,
the Company amended and restated the unsecured credit agreement
with a bank group which, among other matters, increased the
facility to $90,000 and extended the maturity date to September
1, 2002. The amended and restated credit agreement, among other
matters, requires the Company to meet certain financial covenants
including a minimum fixed charge coverage, a required ratio of
maximum total debt to total capitalization, a 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. The available
borrowings under the amended credit agreement decline $4,000,
$5,000, $6,000 and $7,000 on September 1, 1998, 1999, 2000 and
2001, respectively.
As of August 31, 1997 the Company had outstanding letters of
credit of $5,375 and available borrowing capacity of $34,275
under the credit agreement with banks.
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 6.5%.
In October 1997, 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 October 1999 on $30,000 and pays a fixed rate of 6.75%.
These transactions effectively convert a portion of the Company's
debt from a floating rate to a fixed rate.
The Company uses interest rate swaps, with the objective of
reducing exposure to increases in short-term interest rates, by
fixing the interest rate on a portion of its debt for a period of
time. The interest differential, to be paid or received on an
interest rate swap, is recognized as an adjustment to interest
expense as the differential occurs.
9. Other Long-Term Liabilities
In July 1994, Figgie International, Inc. (the former parent)
transferred the net assets of the Rawlings Business to the
Company. The assets and liabilities transferred to Rawlings were
recorded at the predecessor's cost for financial reporting
purposes. For tax purposes, the transaction 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. 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 not expected
to be paid in the next year is included in other long-term
liabilities.
10. 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 $242, $299 and $183 in 1997, 1996
and 1995, respectively.
Multi-Employer Pension Plans
Certain union employees participate in multi-employer
defined benefit pension plans. Contributions to the plans were
$1,017, $956 and $839 in 1997, 1996 and 1995, respectively.
11. 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.
The Company has adopted the disclosure-only provisions of
Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation." Accordingly, no compensation cost
has been recognized for the stock option plans. Had compensation
cost for the Company's stock option plans been determined based
on the fair value at the grant date for awards in 1997 and 1996
consistent with the provisions of this statement, the Company's
net income and net income per share would have been as follows
(in thousands, except net income per share):
1997 1996
Net income $4,910 $4,659
Net income per share $ 0.64 $ 0.61
The fair value of each option grant is estimated on the date
of grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions used for grants in 1997
and 1996; dividend yield of 0%, expected volatility of 54.0%,
risk-free interest rate of 6.4% and 6.1% in 1997 and 1996,
respectively and expected life based on exercise periods of six
years.
Option activity is as follows:
1997 1996 1995
Outstanding at
beginning of period 483,185 346,610 313,266
Granted 160,378 192,125 84,886
Exercised (1,000) -- --
Cancelled (11,426) (55,550) (51,542)
Outstanding at end
of period 631,137 483,185 346,610
Shares exercisable 327,541 175,077 87,237
Price of stock options:
Granted $8.31-$12.13 $7.88-$9.94 $9.63-$13.88
Exercised $8.00 -- --
Cancelled $9.00-$9.75 $9.00-$13.88 $12.00
Outstanding $7.88-$13.88 $7.88-$13.88 $9.63-$13.88
At August 31, 1997, 42,863 shares of Rawlings common stock
were available for future awards under the plans.
12. 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 and $390 in 1996
and 1995, respectively.
13. Commitments and Contingencies
Future minimum payments under noncancelable leases, royalty
and licensing agreements as of August 31, 1997 are as follows:
Royalty and
Operating Licensing
Leases Agreements
Fiscal 1998 $1,368 $3,855
Fiscal 1999 878 2,979
Fiscal 2000 679 2,511
Fiscal 2001 251 2,482
Fiscal 2002 69 2,317
Thereafter -- 300
Total minimum lease
payments $3,245 $14,444
One customer's purchases are 12%, 11% and 10% of net
revenues of Rawlings for 1997, 1996 and 1995, 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. Rawlings believes that the environmental
costs accrued as of August 31, 1997 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.
Rawlings is periodically subjected to product liability
claims and proceedings involving its patents and other legal
proceedings; such proceedings have not had a material adverse
effect on Rawlings.
In the opinion of management, ultimate liabilities resulting
from pending environmental matters and other legal proceedings
will not have a material adverse effect on the financial
condition or results of operations of Rawlings.
14. Subsequent Event
In September 1997, the Company acquired the net assets of
the Victoriaville hockey business for $14.5 million in cash and
the assumption of approximately $2.5 million in current
liabilities. The final purchase price is subject to a working
capital adjustment based on a formula outlined in the asset
purchase agreement. The acquisition will be accounted for under
the purchase method.
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) as of August 31, 1997
and 1996 and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years
in the period ended August 31, 1997. 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, 1997 and 1996, and the results of their operations and
their cash flows for each of the three years in the period ended
August 31, 1997, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
St. Louis, Missouri
October 6, 1997