UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 31, 1998 Commission file number 0-24450 RAWLINGS SPORTING GOODS COMPANY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 43-1674348 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 1859 Intertech Drive, Fenton, Missouri 63026 (Address of Principal Executive Offices) (Zip Code) (314) 349-3500 (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Number of shares outstanding of the issuer's Common Stock, par value $0.01 per share, as of June 15, 1998: 7,787,036 shares. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Rawlings Sporting Goods Company, Inc. and Subsidiaries Consolidated Statements of Income (Amounts in thousands, except per share data) (Unaudited) Quarter Ended Nine Months Ended May 31, May 31, 1998 1997 1998 1997 Net revenues $46,204 $ 39,859 $140,129 $120,977 Cost of goods sold 31,285 27,274 96,428 82,518 Gross profit 14,919 12,585 43,701 38,459 Selling, general and administrative expenses 10,497 8,462 30,091 25,862 Unusual charges (See Note 6) 975 - 1,475 - Operating income 3,447 4,123 12,135 12,597 Interest expense, net 1,164 864 3,259 2,550 Other expense, net 33 53 104 151 Income before income taxes 2,250 3,206 8,772 9,896 Provision for income taxes 843 1,202 3,289 3,711 Net income $1,407 $ 2,004 $ 5,483 $ 6,185 Net income per common share: Basic $0.18 $0.26 $0.71 $0.80 Diluted $0.18 $0.26 $0.70 $0.80 Shares used in computing per share amounts: Basic 7,792 7,715 7,770 7,708 Assumed exercise of stock options 66 1 36 7 Diluted 7,858 7,716 7,806 7,715 The accompanying notes are an integral part of these consolidated statements. Rawlings Sporting Goods Company, Inc. and Subsidiaries Consolidated Balance Sheets (Amounts in thousands, except share data) (Unaudited) May 31, August 31, 1998 1997 Assets Current Assets: Cash and cash equivalents $ 1,910 $ 732 Accounts receivable, net of allowance of $2,011 and $1,627 respectively 45,966 32,968 Inventories 43,835 29,781 Prepaid expenses 960 935 Deferred income taxes 4,083 4,083 Total current assets 96,754 68,499 Property, plant and equipment, net 12,610 9,802 Other assets 801 760 Deferred income taxes 19,392 22,203 Goodwill, net 8,379 - Total assets $137,936 $ 101,264 Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ 61 $ 59 Accounts payable 10,132 7,856 Accrued liabilities 12,317 9,901 Total current liabilities 22,510 17,816 Long-term debt, less current maturities 59,213 32,614 Other long-term liabilities 9,362 10,637 Total liabilities 91,085 61,067 Stockholders' equity: Preferred stock, none issued - - Common stock, 7,787,036 and 7,725,814 shares issued and outstanding, respectively 78 77 Additional paid-in capital 29,388 26,083 Stock subscription receivable (1,421) - Cumulative translation adjustment (714) - Retained earnings 19,520 14,037 Stockholders' equity 46,851 40,197 Total liabilities and stockholders' equity $ 137,936 $ 101,264 The accompanying notes are an integral part of these consolidated statements. Rawlings Sporting Goods Company, Inc. and Subsidiaries Consolidated Statements of Cash Flow (Amounts in thousands) (Unaudited) Nine Months Ended May 31, 1998 1997 Cash flows from operating activities: Net income $ 5,483 $ 6,185 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 1,216 912 Deferred income taxes 2,811 3,487 Changes in operating assets and liabilities: Accounts receivable, net (9,356) (5,437) Inventories (10,870) 1,083 Prepaid expenses (8) 1,040 Other assets (113) (18) Accounts payable 1,104 (2,608) Accrued liabilities and other (954) 1,024 Net cash (used in) provided by operating activities (10,687) 5,668 Cash flows from investing activities: Capital expenditures (2,523) (1,741) Acquisition of business (14,098) - Net cash used in investing activities (16,621) (1,741) Cash flows from financing activities: Net borrowings (repayments) of long-term debt 26,601 (3,700) Issuance of warrants 1,271 - Issuance of common stock 614 200 Net cash provided by (used in) financing activities 28,486 (3,500) Net increase in cash and cash equivalents 1,178 427 Cash and cash equivalents, beginning of period 732 789 Cash and cash equivalents, end of period $ 1,910 $ 1,216 The accompanying notes are an integral part of these consolidated statements. Rawlings Sporting Goods Company, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission pertaining to interim financial information and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Annual Report for the year ended August 31, 1997. In the opinion of management, all adjustments consisting only of normal recurring adjustments considered necessary for a fair presentation of financial position and results of operations have been included therein. The results for the nine months ended May 31, 1998 are not necessarily indicative of the results that may be expected for a full fiscal year. NOTE 2: INVENTORIES Inventories consisted of the following (in thousands): May 31, August 31, 1998 1997 Raw materials $ 9,259 $ 5,571 Work in process 1,796 2,027 Finished goods 32,780 22,183 $ 43,835 $29,781 NOTE 3: WARRANTS In November 1997, the Company issued warrants to purchase 925,804 shares of common stock at $12.00 to Bull Run Corporation for $3.07 per warrant. The warrants expire in November 2001 and are exercisable only if the Company's common stock closes above $16.50 for twenty consecutive trading days. One half of the purchase price of the warrants was paid in cash with the other half payable with interest at 7% at the time of exercise or expiration of the warrants. The receivable for the unpaid portion of the warrants is classified as a stock subscription receivable in the accompanying balance sheet. These warrants are not considered common stock equivalents until the point in time that the warrants become exercisable. NOTE 4: ACQUISITION On September 12, 1997 the Company acquired the net assets of the Victoriaville hockey business. The acquisition was accounted for under the purchase method and accordingly, the results of operations were included in the Company's consolidated statement of income from the date of acquisition. The purchase price, paid in cash, has been allocated to the assets and liabilities on a preliminary basis and the excess of cost over the fair value of net assets acquired is being amortized over a forty year period on a straight-line basis. The preliminary purchase price allocation is as follows: Net Assets $ 5,568 Goodwill 8,530 Total Purchase Price $14,098 NOTE 5: LONG-TERM DEBT 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 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 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. In June 1998, the Company amended the credit agreement to , among other matters, exclude the unusual charges from the minimum fixed charge covenant. 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% to 7.00%. The transaction effectively converts a portion of the Company's debt from a floating rate to a fixed rate. NOTE 6: UNUSUAL CHARGES ENVIRONMENTAL The Company has been conducting environmental investigation and remediation activities at its Dolgeville, New York facility (the "Site") with respect to the release of wood pitch into surrounding soil and surface water. In November 1997, the Company entered into a Voluntary Agreement with the New York State Department of Environmental Conservation (the "NYSDEC") to conduct certain environmental remediation activities related to the presence of wood pitch in the soils at the Site. The wood pitch was generated as a result of the operation, before Rawlings' ownership of the Site, of a retort facility by a third party unrelated to Rawlings. In December 1997, an environmental consulting firm retained by Rawlings initiated remediation activities under the oversight of the NYSDEC. In conducting the remediation activities under the Voluntary Agreement, it was discovered that the actual volume of wood pitch substantially exceeded the amount originally estimated by the environmental consulting firm. Some of the unanticipated, additional wood pitch has been remediated in accordance with the requirements of the Voluntary Agreement. The Company believes that a portion of the unanticipated, additional volume of wood pitch remaining at the Site may be outside the scope of the current Voluntary Agreement. Nevertheless, the Company expects to be required to address such additional wood pitch through an amendment to the Voluntary Agreement. In May 1998, the Company's environmental consultants completed an investigation of the amount of the additional wood pitch at the Site. Based upon the report received from the environmental consultants and the Company's historical experience with environmental matters at this Site, the Company has recorded a $975,000 charge to remediate the additional unanticipated wood pitch, which is reflected as unusual charges in the accompanying consolidated statement of income for the quarter ended May 31, 1998. The Company's reserve for remediation costs as of May 31, 1998 was approximately $1,169,000. In management's view, this amount is adequate to cover the expected remediation activities at the wood pitch Site. In June 1998, the Company filed an action in the Northern District of New York against Trident Rowan Group, Inc. (Trident Rowan), which the Company believes is the successor to the entity which owned the wood pitch Site during the period in which the wood pitch contamination occurred. The Company believes that the case against Trident Rowan is strong and all or a portion of the clean up costs associated with the wood pitch at the Site may be recoverable. However, due to the uncertainty associated with this matter, no receivable associated with a potential recovery has been recorded at this time. CHANGE IN CHIEF EXECUTIVE OFFICER In October 1997, the Company recorded a $500,000 charge for severance and related benefits, legal costs and other costs associated with changes in the Chief Executive Officer's position. This charge has been included in unusual charges in the accompanying consolidated statement of income. NOTE 7: STATEMENT OF FINANCIAL ACCOUNTING STANDARD NO. 128 FOOTNOTE DISCLOSURE In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 128, Earnings Per Share ("SFAS 128"), effective for financial statements for both interim and annual periods ending after December 15, 1997. The Company adopted the provisions of SFAS 128 during the quarter ended February 28, 1998, and all prior period earnings per share data has been presented on this basis. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS QUARTER ENDED MAY 31, 1998 COMPARED WITH QUARTER ENDED MAY 31, 1997 Net revenues in the quarter ended May 31, 1998 were $46,204,000 or 15.9 percent higher than net revenues of $39,859,000 for the same quarter last year. Increased net revenues in baseball- related products, including the recently introduced radar speed- sensing baseballs and power forged aluminum bats, along with increased hockey and apparel net revenues were primarily responsible for the increase. Net revenues increased 10.4 percent excluding the impact of the acquisition of the Vic hockey business. Gross margin in the quarter ended May 31, 1998 was 32.3 percent, .7 margin points higher than the comparable quarter last year. Gross margin increased from the comparable prior year quarter primarily as a result of sales of higher margin radar speed- sensing baseballs partially offset by lower licensing revenues. Selling, general and administrative (SG&A) expenses in the quarter ended May 31, 1998 were $10,497,000 (22.7 percent of net revenues) compared to SG&A expenses of $8,462,000 (21.2 percent of net revenues) in the comparable prior year quarter. Higher royalties, commissions and advertising and promotional costs were primarily responsible for the increase. Increased royalties were primarily associated with the radar speed-sensing baseballs while the increase in commissions was the result of a shift in product mix and channels of distribution. The higher advertising and promotional costs were primarily associated with point of purchase and other promotions performed in conjunction with our retail partners. The SG&A expenses in the quarter ended May 31, 1998 included expenses related to the Vic hockey business acquired in September 1997. Unusual charges in the quarter ended May 31, 1998 included a $975,000 environmental charge associated with additional remediation costs at the Company's Dolgeville, New York facility. During the quarter ended May 31, 1998, the Company's environmental engineers completed their analysis of the costs associated with additional contamination identified in conjunction with remediation work performed at the Site. The environmental charge represents management's best estimate of the remediation costs based upon the facts available at this time, including cost estimates provided by the Company's environmental consultants. Interest expense for the quarter ended May 31, 1998 was $1,164,000 or 34.7 percent higher than interest expense of $864,000 in the comparable prior year quarter. Higher average borrowings as a result of the acquisition of the Vic hockey business and higher working capital levels were primarily responsible for the increase. NINE MONTHS ENDED MAY 31, 1998 COMPARED WITH THE NINE MONTHS ENDED MAY 31, 1997 Net revenues for the nine months ended May 31, 1998 were $140,129,000 or 15.8 percent higher than net revenues of $120,977,000 in the comparable nine month period last year. Higher net revenues in all major product categories other than licensing were responsible for the increase. The largest increases in net revenues occurred in baseball-related equipment, hockey-related equipment, basketball, football and volleyball equipment and apparel. Net revenues of baseball-related equipment increased as a result of increased sales of gloves and net revenues from new products including the radar speed-sensing baseballs and the power forged aluminum bats. Net revenues increased 11.3 percent excluding the impact of the acquisition of the Vic hockey business. Gross margin for the nine months ended May 31, 1998 was 31.2 percent, .6 margin points lower than the comparable period last year. Lower licensing revenues, lower net revenues from higher margin memorabilia products, lower margins on baseball gloves and lower than average margins on hockey net revenues partially offset by above average margins on the radar speed-sensing baseballs were primarily responsible for the decrease. SG&A expenses for the nine months ended May 31, 1998 were $30,091,000 or 16.4 percent higher than SG&A expenses of $25,862,000 in the comparable prior year period. SG&A expenses for the nine months ended May 31, 1998 also included expenses related to the Vic hockey business since its acquisition in September 1997. SG&A expenses were 21.5 percent of net revenues, up .1 point from the comparable prior year period. Unusual charges of $1,475,000 in the nine months ended May 31, 1998 included a $975,000 environmental charge associated with additional remediation costs at the Company's Dolgeville, New York facility and a $500,000 one time charge associated with changes in the Chief Executive Officer's position. This charge includes severance and related benefits, legal costs and other costs associated with changes in the Chief Executive Officer's position. Interest expense for the nine months ended May 31, 1998 was $3,259,000 or 27.8 percent higher than interest expense of $2,550,000 in the comparable prior year period. Higher average borrowings as a result of the acquisition of the Vic hockey business and higher working capital levels were primarily responsible for the increase. The Vic hockey business has been impacted by transition and integration issues in the United States and Europe related to the September 1997 acquisition. As a result, the Company will experience an operating loss related to hockey-related products in fiscal 1998. A substantial portion of these issues have been addressed and the Company believes that with the infrastructure now in place, combined with new products to be introduced in fiscal 1999, results in fiscal 1999 should improve. Licensing revenues for fiscal 1998 are expected to be below prior year levels primarily as a result of lower licensing revenues from our athletic footwear licensee who is experiencing softness in the overall footwear category and declines related to our Japanese licensees which are the result of devaluation of the yen. 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 percent 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 end of the season which is carried over by the customer for sale in the next baseball season. Customers typically adjust their pre- season orders for the next baseball season to account for the level of inventory carried over from the preceding baseball season. Football equipment and team uniforms are both shipped by the Company and sold by retailers primarily in the period between March 1 and September 30. Hockey equipment 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. YEAR 2000 ISSUE Many existing computer programs, including those used by the Company in its operations, use only two digits to identify a year in the date field. These programs were designed and developed without considering the impact of the upcoming change in the century. If not corrected, many computer applications could fail or create erroneous results by or at the year 2000. This potential problem is often referred to as the "Year 2000 issue". The Company has undertaken a thorough analysis of the costs of addressing the Year 2000 issue and of the consequences of an incomplete or untimely resolution of the Year 2000 issue and determined that such costs are not likely to have a material effect on the Company's future financial results. In addition, while the Company has not completed its analysis of the measures taken by its key suppliers to address the Year 2000 issue, the Company is not aware of any key supplier whose lack of preparedness to address the Year 2000 issue could have a material effect on the Company's future financial results. LIQUIDITY AND CAPITAL RESOURCES Working capital increased $23,561,000 for the nine months ended May 31, 1998 primarily the result of the seasonal increase in accounts receivable and inventories and the working capital acquired in connection with the Vic hockey acquisition. The inventory increase was also impacted by the addition of new products and anticipated future increased net revenues. Cash flows used in operating activities for the nine months ended May 31, 1998 were $10,687,000, compared to $5,668,000 provided by operating activities in the comparable prior year period. The change is primarily the result of increases in inventories and accounts receivable partially offset by an increase in accounts payable. The increase in inventories is primarily the result of new or expanded product offerings, including radar speed-sensing baseballs, aluminum bats and apparel, and additional inventory purchased to support anticipated future revenue increases. The Company's new year 2000 compliant enterprise-wide information system, implemented at key locations in June 1998, is expected to provide management the tools necessary to improve inventory turns and cash flow in fiscal 1999 and beyond. Capital expenditures were $2,523,000 for the nine months ended May 31, 1998 compared to $1,741,000 in the comparable prior year period. The Company expects capital expenditures for fiscal 1998 to be approximately $3,500,000 to $4,000,000. Investing activities included $14,098,000 use of cash related to the acquisition of the Vic hockey business. The Company had net borrowings of $26,601,000 in the nine months ended May 31, 1998. This resulted from $14,098,000 of borrowings related to the acquisition of the Vic hockey business and borrowings for seasonal working capital offset by proceeds from the issuance of warrants and common stock of $1,885,000. Total debt as of May 31, 1998 was $59,274,000, $24,274,000 or 69.4 percent higher than total debt as of May 31, 1997. The increase is primarily the result of the Vic hockey acquisition and higher working capital levels. CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS OR THE FINANCIAL CONDITION OF THE BUSINESS. Except for the historical information contained herein, the matters outlined in the management's discussion and analysis are forward looking statements that involve risks and uncertainties, including quarterly fluctuations in results, ongoing customer changes in buying patterns, retail sell rates for the Company's products, demand and performance of the Company's new products, which may result in more or less orders than those anticipated and the impact of competitive products and pricing. In addition, other risks and uncertainties are detailed from time to time in the Company's SEC reports, including the report on Form 10-K for the year ended August 31, 1997. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not Applicable. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company has been conducting environmental investigation and remediation activities at its Dolgeville, New York facility (the "Site") with respect to the release of wood pitch into surrounding soil and surface water. In November 1997, the Company entered into a Voluntary Agreement with the New York State Department of Environmental Conservation (the "NYSDEC") to conduct certain environmental remediation activities related to the presence of wood pitch in the soils at the Site. The wood pitch was generated as a result of the operation, before Rawlings' ownership of the Site, of a retort facility by a third party unrelated to Rawlings. In December 1997, an environmental consulting firm retained by Rawlings initiated remediation activities under the oversight of the NYSDEC. In conducting the remediation activities under the Voluntary Agreement, it was discovered that the actual volume of wood pitch substantially exceeded the amount originally estimated by the environmental consulting firm. Some of the unanticipated, additional wood pitch has been remediated in accordance with the requirements of the Voluntary Agreement. The Company believes that a portion of the unanticipated, additional volume of wood pitch remaining at the Site may be outside the scope of the current Voluntary Agreement. Nevertheless, the Company expects to be required to address such additional wood pitch through an amendment to the Voluntary Agreement. In May 1998, the Company's environmental consultants completed an investigation of the amount of the additional wood pitch at the Site. Based upon the report received from the environmental consultants and the Company's historical experience with environmental matters at this Site, the Company has recorded a $975,000 charge to remediate the additional unanticipated wood pitch, which is reflected as unusual charges in the accompanying consolidated statement of income for the quarter ended May 31, 1998. The Company's reserve for remediation costs as of May 31, 1998 was approximately $1,169,000. In management's view, this amount is adequate to cover the expected remediation activities at the wood pitch Site. In June 1998, the Company filed an action in the Northern District of New York against Trident Rowan Group, Inc. (Trident Rowan), which the Company believes is the successor to the entity which owned the wood pitch Site during the period in which the wood pitch contamination occurred. The Company believes that the case against Trident Rowan is strong and all or a portion of the clean up costs associated with the wood pitch at the Site may be recoverable. However, due to the uncertainty associated with this matter, no receivable associated with a potential recovery has been recorded at this time. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS ON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits First Amendment to Amended and Restated Credit Agreement dated May 31, 1998 by and among Rawlings Sporting Goods Company, Inc., the First National Bank of Chicago, as agents and certain lenders named therein. (b) Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RAWLINGS SPORTING GOODS COMPANY, INC. Date: July 8, 1998 /s/ HOWARD B. KEENE Howard B. Keene Chief Executive Officer and President Date: July 8, 1998 /s/ PAUL E. MARTIN Paul E. Martin Chief Financial Officer (Principal Accounting Officer)