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, 2001.
Commission File Number: 0-24450
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RAWLINGS SPORTING GOODS COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 43-1674348
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1859 Intertech Drive, Fenton, Missouri 63026
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (636) 349-3500
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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
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(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
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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 October 31, 2001 was $26,074,311.
The number of shares of the registrant's Common Stock, $.01 par value,
outstanding as of October 31, 2001 was 8,022,865.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement for the annual meeting of
stockholders are incorporated by reference into Items 10, 11, 12 and 13 of Part
III of this report
TABLE OF CONTENTS
Page
PART I .................................................................................................1
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Item 1. Business.........................................................................................1
Item 2. Properties......................................................................................14
Item 3. Legal Proceedings...............................................................................14
Item 4. Submission of Matters to a Vote of Security Holders.............................................15
PART II ................................................................................................15
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters...........................15
Item 6. Selected Financial Data.........................................................................16
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations...........16
Item 7a. Quantitative and Qualitative Disclosures Above Market Risk......................................21
Item 8. Financial Statements and Supplementary Data ....................................................22
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............42
PART III ................................................................................................43
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Item 10. Directors and Executive Officers of the Registrant..............................................43
Item 11. Executive Compensation..........................................................................43
Item 12. Security Ownership of Certain Beneficial Owners and Management..................................43
Item 13. Certain Relationships and Related Transactions..................................................43
PART IV ................................................................................................44
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.................................44
1
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(R)
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, Major League Baseball
(MLB), All-Star Game and World Series games for baseballs and the National
Collegiate Athletic Association (the "NCAA") for the sports of basketball and
baseball. In addition, Rawlings' products are endorsed by more than 43 college
coaches, 27 sports organizations and numerous athletes, including approximately
500 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. 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, team uniforms
and various team sports accessories. In addition, licensees of the Company sell
numerous products including athletic shoes, retail active wear, apparel, and
socks, using the Rawlings(R) 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 2005 for the All-Star Game and World Series games.
In 1999, Rawlings extended its exclusive rights to the National and American
Leagues through 2005 and in 2000 amended this agreement to combine both league
balls to one MLB ball. Since 1994, the Company has been the exclusive supplier
of baseballs to 19 Minor Leagues with the agreement expiring in 2002. The
Company is the leading supplier of baseball gloves to Major and Minor League
players.
1
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 August 2002 and which
will not be renewed. In 1999, Rawlings became the official supplier of baseballs
for the NCAA baseball World Series and tournament expiring in 2004.
Products and Markets
The following is a summary of net revenues by principal product line
for the three fiscal years ended August 31, 2001. Also, refer to Note 15 of the
financial statements for additional information on the Company's operating
segments.
Net Revenues by Segment and Primary Product Category
(Amounts in millions)
(Unaudited)
Years Ended August 31,
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2001 2000 1999
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Sports Equipment:
Baseball $ 107.0 $ 107.6 $ 95.9
Basketball, football, soccer and volleyball 33.6 32.6 31.5
Apparel 25.7 24.4 22.1
Miscellaneous 3.1 3.7 4.3
Licensing 5.1 5.6 6.0
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Net revenues $ 174.5 $ 173.9 $ 159.8
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Sports 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, softballs, 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 approximately
134 styles, which are often customized to meet customer preferences. Its gloves
range in retail price from $5.99 for beginners to more than $299.99 for the new
Pro Preferred(R) series introduced in 2000. Rawlings' Heart of the Hide(R)
series and the new Pro Preferred(R) series are used by more than half of the
Major League Baseball players. 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
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innovation and has patented a number of designs, including the Trap-Eze(R)
pocket design featuring a modified web giving the appearance of a six-finger
glove, the Fastback(R) closed back design, the Basket-Web(R) pocket design which
features interwoven strips forming a natural break on the back to assist in
closing the glove and the Pad Lock(TM) 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 Major League Baseball teams.
Rawlings' baseballs are systematically weighed, measured, tested and inspected
to ensure that they meet Rawlings' quality standards. The Major League Baseball
teams, 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 purchased by
consumers in the collectors' and memorabilia market. Rawlings also has
nonexclusive rights to vinyl baseballs with Club logos. 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 and organizations including
the NCAA, 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 2001, the Company introduced the new
950 series of protective equipment which molds the catcher's chest protector and
leg guard to the catcher's body shape. 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 including substantially all of the wood baseball
bats used by Mark McGwire. The Rawlings' line of wood bats is manufactured at
its Dolgeville, New York facility under the Rawlings(R) and Adirondack(R) names.
The Company also maintains a line of aluminum baseball and softball bats.
3
Basketball, Football, Soccer and Volleyball. Rawlings sells 25
different models 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 August 2002.
The Company does not expect to renew the contract beyond August 2002. The
Company is also the official supplier of basketballs to the National Association
of Intercollegiate Athletics.
Rawlings sells 24 different models of footballs, including full-grain
and split leather, vinyl and rubber for both the youth and adult markets. In
addition, the Company sells college football shoulder pads, other protective
gear (other than football helmets) and accessories. From 1987 to mid-1999,
Rawlings was the exclusive supplier of footballs to the NCAA Division IAA, II
and III championship games. While Rawlings continues to supply the official
football to the National Association of Intercollegiate Athletics, Rawlings
determined the cost of renewing the NCAA football contract was prohibitive and
chose to reinvest those funds into other programs, such as endorsements by
Peyton Manning.
Apparel. Rawlings has been selling team uniforms for approximately 100
years. Rawlings is the official uniform for eight Major League Baseball teams
and has the exclusive retail rights for authentic uniforms for these teams.
Apparel comprised 14.7% of the net revenues of the Company in the year ended
August 31, 2001. The Company believes it has growth opportunities related to
apparel. Custom uniforms are manufactured in the Company's Licking, Missouri
facility.
Miscellaneous. Rawlings derives other net revenues from its outlet
store and from its leather tanning facility. The outlet store sells seconds,
irregular quality and discontinued and overstocked items. Approximately 28% of
the leather tanned at Rawlings' tanning facility is sold to third parties for
use in a variety of products.
Licensing
In the year ended August 31, 2001, the Company generated $5.1 million
of licensing revenues on approximately $120 million of sales made by third
parties in Japan and the United States of products on which the Rawlings(R)
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(R) 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. In 2000, the license with
ASICS Corporation was expanded to include all active wear in Japan.
4
In the United States, Rawlings currently has licensing agreements with
10 companies which are using the Rawlings(R) brand name on various products
including sportswear, shoes, sports bags, socks and toys. The Company retains
the right under its licensing agreements to sample and inspect all licensed
products to ensure that products bearing the Rawlings(R) brand name meet the
Company's quality standards. The Company intends to continue to license the
Rawlings(R) 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.
Foreign
The Company's foreign net revenues constituted approximately 5.0% of
its total net revenues in the year ended August 31, 2001. Rawlings currently
distributes its products in more than 55 countries primarily through independent
distributors. Of the Company's foreign net revenues in the year ended August 31,
2001, approximately $4.8 million, or 2.8% of total net sales, 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 Puerto Rico and a number
of foreign countries including those where Rawlings supplies baseballs
(Argentina, Australia and Spain) and basketballs (Czech Republic, Germany and
Italy). Due to the growing international popularity of American team sports, the
Company believes that opportunities exist to increase its foreign net revenues.
Sales, Marketing and Distribution
Rawlings' products are sold worldwide. In the United States, Rawlings
sells directly to approximately 5,000 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 Gart's and The Sports Authority) and mass merchandisers (such as Wal-Mart,
Target and K-Mart). In recent years, sales to sporting goods chains 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 41% of the total net revenues of Rawlings in the year ended August
31, 2001 including one customer (Wal-Mart) which accounted for approximately 17%
of 2001 net revenues.
The Company has 44 direct sales employees and 12 manufacturers'
representatives who sell its products in the United States. The Company has two
separate sales forces, one to serve larger retail accounts and one to service
institutional dealers and local sporting goods stores. Sales in Canada are
handled by seven manufacturers' representatives. In addition, seven employees
directly 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
currently distributed from its warehouses in Washington and Licking, Missouri;
Dolgeville, New York; Tullahoma, Tennessee and Brantford, Ontario, Canada.
5
The consolidation of the Company's distribution facilities formally
located in Springfield, Missouri to a single location in Washington, Missouri
was completed in the fourth quarter of fiscal 2001. Distribution formally at
Ava, Missouri was consolidated in Washington in the first quarter of 2002.
The Company utilizes a variety of promotional techniques to build brand
awareness. Since 1958, Rawlings has annually presented the Rawlings Gold Glove
Award(R) to the best fielder at each position in each of the National and
American Leagues. The Rawlings Gold Glove Award(R) 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 and other promotional
vehicles. 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. 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. This agreement provides for the joint marketing and sales by Rawlings
and HCI of Rawlings' products primarily through corporate promotions and
grassroots events.
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 Properties, Inc. (All-Star, World
Series, Divisional Playoffs and League Championship Series games); the NCAA
(baseball and basketball championships and Final Four games); 19 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 baseball products are endorsed by numerous
athletes, including approximately 500 Major League Baseball players such as Ken
Griffey Jr., Randy Johnson, Mark McGwire, Cal Ripken Jr., Pedro Martinez, and
Sammy Sosa. The Company's basketball products carry endorsements from
approximately 29 college coaches including basketball's Tubby Smith, Lute Olson
and Kristy Curry. The Company's football products are endorsed by Peyton Manning
of the Indianapolis Colts.
6
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, select 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 licensing agreements with Major League Baseball Properties, Inc.
and the 19 Minor Leagues, under which Rawlings is licensed to produce the
baseballs used in the Major League games, All-Star, World Series, Divisional
Playoffs and League Championship Series games, the official baseballs for the
Minor League games and the NCAA basketball and baseball 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 Properties, Inc., the Minor Leagues or the NCAA.
Manufacturing, Product Procurement and Raw Materials
Products manufactured in Rawlings' five plants constituted
approximately 24% of its net revenues in the year ended August 31, 2001 and the
balance was derived from the sale of products manufactured by third-parties in
Asia, Latin America and the United States, and from licensing fees. The
third-party sourced products are manufactured according to the Company's
specifications. Five third-party manufacturers account for approximately 65% of
the Company's raw material and finished goods purchases. 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 of its non U.S. manufacturers while causing
temporary difficulties would not have a 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, injection
molded batter's helmets and wood baseball bats, tans leather and performs other
miscellaneous value added processes. In 2001, Rawlings continued its policy of
outsourcing items where internal manufacturing does not provide a competitive
advantage such as stock team apparel. In the fourth quarter of fiscal 2001 the
Company began relocating the manufacturing operations performed at Ava, Missouri
to the new location in Washington, Missouri. The relocation was completed in the
first quarter of fiscal 2002. After the relocation the only operation to remain
in Ava will be the repair of baseball gloves.
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(R) baseball gloves. 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.
7
Trademarks and Patents
The Rawlings(R) brand name and logo and the red "R"(R) logo as well as
a number of product trademarks, including Finest in the Field(R), Rawlings Gold
Glove Award(R), The Mark of a Pro(R), and ProPreferred(R) are protected
trademarks in various countries. As of August 31, 2001, Rawlings held 36 U.S.
and 8 non U.S. patents, and had 6 non U.S. patent applications pending. Although
Rawlings believes that collectively its patents are important to its business,
the loss of any one patent would not have a material adverse effect on the
Company's business and results of operations.
Competition
Rawlings competes with numerous national and international companies
which manufacture and distribute broad lines of sporting goods and related
equipment and sports clothing as well as numerous manufacturers and suppliers of
a limited variety of such products. Certain of the Company's competitors offer
sports equipment not sold by the Company. Some of the Company's competitors are
larger and have substantially greater financial and other resources than
Rawlings. The Company's principal competitors include Wilson Sporting Goods
Company (a wholly owned subsidiary of Amer Group Ltd.), Diamond Baseball
Company, Nike and Mizuno Company Limited in the baseball product line; Wilson
Sporting Goods Company, Spalding and Riddell Sports Inc. in the basketball and
football lines; and Russell Corporation, Majestic 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
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 generally represent
approximately 50 percent to 65 percent of the customers' anticipated needs for
the entire baseball season. The amount of these pre-season orders generally
determines the Company's net revenues and profitability between November 1 and
January 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 35 percent to
50 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
8
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. To offset these risks, the Company implemented for the
Spring 2000 season a Port of Entry (POE) program to encourage retailers to place
and receive early orders, as well as other changes in credit terms to reduce
risk and debt levels.
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. 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.
Employees
As of August 31, 2001, Rawlings employed approximately 1,059 people on
a full-time basis, of whom 567 were based in the United States, 489 in Costa
Rica and 3 in Canada. Of the total number of employees, approximately 897 were
engaged in manufacturing and distribution, 119 were engaged in marketing and
sales and 43 were engaged in administration. Approximately 178 of Rawlings'
domestic employees are represented by the Union of Needletrades of Industrial
Textile Employees, 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 2002 and February 2003,
respectively. Both of these agreements automatically renew themselves for a
period of twelve months from year to year thereafter, unless modified or
terminated by written notice at least sixty days prior to any subsequent
anniversary date. 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.
In addition, as of August 31, 2001 approximately 155 people are engaged
in manufacturing and distribution at the Company's Washington, Missouri location
under an employee lease agreement.
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS, FINANCIAL CONDITION OR
BUSINESS
Statements made in this report, other reports and proxy statements
filed with the Securities and Exchange Commission, communications to
stockholders, press releases and oral statements made by representatives of the
Company that are not historical in nature, or that state the Company's or
management's intentions, hopes, beliefs, expectations, or predictions of the
future, are "forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, and involve risks and
uncertainties. The words "should," "will be," "intended," "continue," "believe,"
"may," "expect," "hope," "anticipate," "goal," "forecast" and similar
expressions are intended to identify such forward-looking statements. It is
important to
9
note that any such performance, and actual results, financial condition or
business could differ materially from those expressed in such forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed below as well as those discussed
elsewhere in reports filed with the Securities and Exchange Commission. The
Company undertakes no obligation to update or revise forward-looking statements
to reflect changed assumptions, the occurrence of unanticipated events or
changes in future operating results, financial condition or business over time.
Dependence on Baseball. Sales of baseball-related products constituted
approximately 61% of the total net revenues of Rawlings in the year ended August
31, 2001. 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. The current contract between Major League Baseball and its players
expired after the 2001 season. A strike or lockout prior to the 2002 season
and/or adverse publicity is possible. Similarly, poor weather conditions during
the spring baseball retail selling season could have a material adverse effect
on the Company's sales.
Dependence on Foreign Manufacturing. The Company's dependence on
foreign manufacturing is described above under "Manufacturing, Product
Procurement and Raw Materials" and is subject to the risks of doing business
abroad, such as changes in import duties, trade restrictions, work stoppages,
labor laws, political instability, shipping delays due to increased security,
foreign currency fluctuations and other factors which could have a material
adverse effect on the Company's business and results of operations.
Seasonality. Customers generally place orders with the Company for
baseball-related products beginning in August for shipment beginning in November
(pre-season orders). However, a large part of the Company's orders arrive after
January as ship-at-once orders against a retailer's forecast or as fill-in
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. This
seasonality requires working capital and expense investments before revenues are
certain. Inaccurate forecasting could inflate working capital, depress
profitability and increase debt.
Reliance on Certain Customers. Sales to the ten largest customers of
Rawlings constituted approximately 41% of the total net revenues of Rawlings in
the year ended August 31, 2001, including one customer, Wal-Mart, which
accounted for approximately 17% of 2001 net 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,
employee matters and other legal proceedings which have not historically had a
material
10
adverse effect on the Company. See "Legal Proceedings."
Credit Agreement Restrictions. In December 1999, the Company refinanced
its long-term credit facility. The credit facility is asset-based and supported
by the Company's receivables, inventory and property, plant and equipment.
Additionally, the facility provides for an incremental seasonal advance. See
"Management's Discussion and Analysis of Results of Operations and Financial
Condition -- Liquidity and Capital Resources." The Company's credit agreement
with its existing lender contains certain restrictions on the Company, including
maintaining certain financial ratios, restricting payment of cash dividends,
restricting incurrence of additional indebtedness and limiting capital
expenditures. 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.
Consideration of Strategic Alternatives. During the Company's fiscal
year 1999, the Board of Directors approved the consideration of strategic
alternatives. As a result of that process, the Company incurred significant
legal, accounting and financial advisor expenses, totaling approximately
$700,000 during fiscal year 2000. From time to time, the Company has been and
may continue to be approached by parties interested in acquiring all or a
portion of the Company or its business. The Board may desire to consider a
proposal made by such parties, in which case significant expenses may be
incurred, while no assurance can be obtained that a transaction acceptable to
the Board or the shareholders of the Company will be consummated. Such expenses
may adversely affect the Company's results of operations and financial
condition. Further, it is the Company's policy that it will not comment on
pending discussions regarding merger and acquisition proposals.
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. (See discussion above on Credit Agreement restrictions.)
11
EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE POSITION
- ---------------------------------- -------- -------------------------------------------------------------------
Stephen M. O'Hara 46 Chairman of the Board and Chief Executive Officer
Howard B. Keene 59 President
Stan W. Morrison 50 Executive Vice President, Marketing
Ted C. Sizemore 56 Senior Vice President, Worldwide Baseball Affairs
William F. Lacey 44 Vice President and Chief Financial Officer
J. Michael Thompson 44 Vice President, Sales
Stephen M. O'Hara has served as Chairman of the Board and Chief
Executive Officer since November 1998. From November 1994 until August 1998, Mr.
O'Hara served as President of Specialty Catalog Corporation (SC), a public
company, which is a direct marketer of niche consumer products. From November
1991 through November 1994, Mr. O'Hara was President of SC's largest subsidiary,
Wigs by Paula, Inc. Prior to 1991, Mr. O'Hara held various marketing positions
at consumer product companies including Procter & Gamble, Kraft General Foods
and CML Group. Mr. O'Hara has a MBA degree from the Harvard Graduate School of
Business and an AB degree from Harvard College.
Howard B. Keene has served as President since October 1997. From
November 1992 to October 1997 Mr. Keene held a variety of positions with
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. Mr. Keene
has an undergraduate degree from Southern Illinois University.
Stan W. Morrison has served as Executive Vice President, Marketing of
Rawlings since September 2001 having re-joined Rawlings as Vice President of
Sales and Marketing in September of 1998. From 1993 to 1998, Mr. Morrison served
as President of Legends Athletic, a $22 million sports apparel company. From
1985 to 1993, Mr. Morrison served as Senior Vice President of Sales and
Marketing for Swingster, a $180 million sports apparel company. Prior to 1985,
Mr. Morrison held various sales and marketing positions at Rawlings. Mr.
Morrison has an undergraduate degree from the University of Missouri.
Ted C. Sizemore has served as Senior Vice President, Worldwide Baseball
Affairs for 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.
12
Sizemore received Rookie of the Year honors with the Los Angeles Dodgers in
1969. Mr. Sizemore has an undergraduate degree from the University of Michigan.
William F. Lacey has served as Vice President and Chief Financial
Officer since December 2000. From December 1998 until joining the Company, Mr.
Lacey served as Vice President and Chief Financial Officer of Collins Signs,
Inc., a corporate identification company. From September 1997 until December
1998 Mr. Lacey served as Chief Financial Officer of Paklite Corporation, a
manufacturer of packaging and custom foam products. From October 1984 until
September 1997 Mr. Lacey held various positions, ultimately Chief Financial
Officer of DP Fitness, Inc. (aka Diversified Products Corporation) a
manufacturer of home fitness products. Mr. Lacey has an undergraduate degree
from the University of Alabama.
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. Mr. Thompson has an
undergraduate degree from the University of Southern Colorado.
13
ITEM 2. PROPERTIES
The following table sets forth certain information as of August 31,
2001 relating to Rawlings' principal properties:
Approximate Owned or
Location Purpose/Products Size (sq. ft.) Leased
-------------------------------- ---------------------------------------------------- ----------------- -------------
Washington, Missouri Warehouse/distribution center, manufacturing of 432,000 Leased
injection molded batter's helmets, as well as ball
inflation and customization
Ava, Missouri Manufacturing of baseball gloves and injection 90,000 Leased
(two adjoining facilities) molded batter's helmets, as well as ball inflation 60,000 Leased
and customization in process of being relocated to
Washington, Missouri at August 31, 2001
Dolgeville, New York Manufacturing of wood baseball bats 80,500 Owned
(three properties)
Licking, Missouri Manufacturing of apparel 55,400 Owned
(two facilities) 55,000 Leased
Tullahoma, Tennessee Leather Tanning 69,000 Owned
Turrialba, Costa Rica Manufacturing of baseballs 54,000 Owned
Fenton, Missouri Corporate headquarters 26,100 Leased
Brantford, Warehouse/ Canadian distribution center and sales 20,000 Leased
Ontario, Canada office
Ava, Missouri Baseball glove repair 1,450 Leased
In addition, Rawlings leases 6,615 square feet for an outlet store in
Reading, Pennsylvania. Rawlings also leases space for four regional sales
offices.
ITEM 3. LEGAL PROCEEDINGS.
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.
14
The Company intends to vigorously defend all product liability matters
and patent claims. 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.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
STOCK EXCHANGE LISTING
Rawlings' common stock is quoted on the Nasdaq National Market System
under the symbol RAWL. As of August 31, 2001, there were 655 shareholders of
record.
Common Stock High Low Close
- ------------------------------------------------------------------
2001 4th Qtr. $ 5.25 $ 4.05 $ 4.20
3rd Qtr 5.30 3.938 5.25
2nd Qtr 6.188 3.813 4.50
1st Qtr 6.50 4.813 5.563
2000 4th Qtr. $ 7.00 $ 5.313 $ 6.063
3rd Qtr 6.844 4.50 5.875
2nd Qtr 9.00 5.25 6.00
1st Qtr 10.375 7.625 7.625
In November 1997 the Company issued warrants to purchase 925,804 shares
of common stock at $12.00 per share to Bull Run Corporation for $3.07 per
warrant. These warrants will expire in November 2001.
The Company has paid no dividends. The Company's existing amended and
restated credit agreement has certain requirements including a restriction on
the Company's ability to pay cash dividends.
15
ITEM 6. SELECTED FINANCIAL DATA.
FIVE-YEAR FINANCIAL HIGHLIGHTS
The following table sets forth selected historical consolidated financial data
for the business conducted by Rawlings Sporting Goods Company, Inc. (Rawlings or
the Company) for the five fiscal years ended August 31, 2001.
(Amounts in thousands, except per share data) Years Ended August 31,
-----------------------------------------------------------------------
2001 2000 1999 1998 1997
-----------------------------------------------------------------------
INCOME STATEMENT DATA :
Net revenues $174,528 $173,903 $159,765 $164,393 $149,562
Operating income 6,853 8,096 2,151 10,714 12,003
Income (loss) from continuing operations
before extraordinary item 1,757 1,281 (2,482) 4,151 5,470
Net income (loss) 1,757 (13,005) (3,361) 3,660 5,470
Income (loss) per common share, basic and diluted:
Continuing operations 0.22 0.16 (0.32) 0.53 0.71
Net income (loss) 0.22 (1.64) (0.43) 0.47 0.71
BALANCE SHEET DATA:
Total assets $ 98,541 $108,725 $120,675 $131,838 $101,264
Total debt, including current maturities 38,926 45,582 51,148 57,109 32,673
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Certain statements contained in this Management's Discussion and Analysis of
Financial Condition and Results of Operations may constitute "forward-looking
statements." These statements are not guarantees of future financial condition,
performance or operations and involve certain risks and uncertainties that are
difficult to quantify or, in some cases, to identify. A description of the
important factors that could cause the Company's future results to differ
materially from past results is set forth in Item 1, above.
As explained in Note 1 to the financial statements, in fiscal 2001 the Company
adopted EITF 00-10, which states that amounts invoiced for shipping costs be
included in net revenues and the costs of shipping be included in cost of goods
sold. Additionally the Company adopted EITF 00-25, which states that co-op
advertising be recorded as a sales contra compared to the previous inclusion in
selling, general and administrative expenses. Accordingly, all amounts discussed
in Management's Discussion and Analysis for all periods reflect those changes in
accounting policy.
16
YEAR ENDED AUGUST 31, 2001 COMPARED TO THE YEAR ENDED AUGUST 31, 2000
RESULTS OF OPERATIONS
Net revenues for the year ended August 31, 2001 (2001) of $174,528,000 were
$625,000, or 0.4% higher than the year ended August 31, 2000 (2000). The
increase in net revenues was primarily the result of higher sales of apparel,
footballs, and baseballs offset by lower sales of baseball gloves and reduced
licensing revenue.
Gross margin in 2001 was 27.2% down 1.6 points from the prior year. The decrease
reflects lower margins on baseballs and baseball gloves and the reduced
licensing revenues.
Selling, general and administrative (SG&A) expenses decreased $173,000 in 2001.
SG&A expenses as a percent of sales in 2001 were 23.1% compared to 23.3% in
2000. Lower depreciation, sales commissions and expenses related to sales
meetings offset by increases in advertising and promotion and endorsement
contracts were primarily responsible for the net decrease.
In connection with the relocation of distribution facilities to a new single
location in Washington, Missouri, the Springfield, Missouri distribution center
was sold in September 2000. The move to Washington was completed in the fourth
quarter of fiscal 2001. Transition and facility clean up costs incurred during
the move to Washington of $1,527,000, offset by the gain on the sale of
Springfield of $1,115,000, have been included as unusual items in the
Consolidated Statement of Income in fiscal 2001.
Interest expense of $4,510,000 in 2001 was $1,554,000 or 25.6% lower than the
prior year. Lower debt levels partially due to debt repayments resulting from
the proceeds from the sale of the Springfield distribution center and from the
sale of the discontinued operation along with lower rates accounted for the
reduction in interest expense.
The effective tax rate for 2001 was 25% which is lower than the statutory rate
of 35% because foreign income which has lower tax rates represented a higher
percent of income and there was a decrease in the Company's valuation allowance.
Income from continuing operations increased $476,000, or 37.2% to $1,757,000
continuing the improvement trend which began in 2000.
The sale of the Vic hockey business was completed during the third quarter of
fiscal 2001 under substantially the same terms as originally provided in 2000.
Inflationary pressure did not have a significant impact on the Company's results
of operations or financial position during the three-year period ended August
31, 2001.
17
YEAR ENDED AUGUST 31, 2000 COMPARED TO THE YEAR ENDED AUGUST 31, 1999
RESULTS OF OPERATIONS
Net revenues increased $14,138,000 to $173,903,000 during 2000. The 8.8% growth
over the year ended August 31, 1999 (1999) was fueled by strong consumer demand
for baseball products. Specifically, Rawlings' sales of baseball gloves
increased $6.3 million and the pro and memorabilia baseballs sold at major
league events increased $2.5 million. Net revenues also benefited from the new
Major League team uniform contract which generated an additional $1.5 million in
sales. Basketball sales to large national accounts increased $2 million. These
net revenue increases were partially offset by fewer outlet store sales as the
Company closed certain under performing stores.
The gross margin rate increased 2.2 points to 28.8% during 2000. This was
primarily the result of large unusual write downs taken in 1999 for the slow
pitch softball aluminum bat voluntary recall of $1.6 million and the $1 million
write-down of the radar speed sensing baseball inventory to net realizable
value.
SG&A expenses increased $94,000 during 2000. SG&A expenses as a percent of sales
in 2000 were 23.3%, excluding the early retirement program and strategic review
costs, compared to 25.3% in 1999. The Company's increased efficiency is the
result of the cost reduction plans initiated at the beginning of 2000, including
the voluntary retirement program completed in the first quarter of 2000 that
eliminated $800,000 in annual salaries. The charge for the early retirement
program was recorded as an unusual item in the income statement and amounted to
$759,000. Strategic review initiatives were also completed in the first half of
2000 and totaled $738,000.
Interest costs increased $1,155,000 during 2000 to $6,064,000. This increase was
due to a higher interest rate environment and the higher borrowing rate on the
new credit facility. The weighted average borrowing rate increased 325 basis
points to 10.7% during 2000. The rate increase was partially offset by working
capital reduction programs that lowered average borrowings to $55,000,000
throughout 2000, down $10,000,000 from the 1999 average borrowing balance.
The effective tax rate for 2000 was 37% which is higher than the statutory rate
of 35% because of state taxes that are partially offset by lower tax rates on
foreign income.
Income from continuing operations increased $3,763,000 to $1,281,000 during
2000. Excluding the unusual items net income after tax was $2,224,000 in 2000.
18
During the third quarter the Company made a strategic decision to seek a buyer
for its hockey business and recorded a charge in connection with the accounting
for the hockey business as a discontinued segment. The total net loss on hockey
operations was $13,640,000 after taxes and included operating losses of
$2,314,000 and a provision of $1,500,000 for operating losses during the
phase-out period. The Company continued to operate the hockey business during
the sale process. In connection with the December 1999 credit agreement Rawlings
wrote-off the old deferred debt issuance costs as an extraordinary item that
totaled $646,000 after tax.
The net loss was $13,005,000 in 2000 compared to a net loss of $3,361,000 in
1999. The increased loss was attributable to the discontinuance of the hockey
business.
Net revenues from the discontinued segment for the year ended August 31, 2000
were $8,383,000, 2.4% higher than net revenues from the discontinued segment of
$8,184,000 for the comparable prior year period. Loss from operations for the
discontinued segment for the year ended August 31, 2000 was $2,314,000 or
$1,435,000 higher than the loss from operations of $879,000 for the comparable
prior year period. The increased loss from operations was primarily the result
of higher sales of low margin discontinued product and increased provisions for
inventory obsolescence and reserve for bad debts.
SEASONALITY
See discussion on Seasonality in Part I, Item 1 of this document.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are cash provided by operating
activities and the credit agreement negotiated with a financing company in
December 1999 as amended, which is more fully described in Note 8 to the
financial statements. The agreement provides for borrowings based on a
percentage of qualified receivables and inventory coupled with seasonal advances
during the Company's peak selling period in addition to term loans. 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 September 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 financing. Detailed information on the Company's cash flows
is presented in the consolidated statements of cash flows.
The Company believes its cash position and current credit facility are adequate
to provide for its operations.
19
YEAR ENDED AUGUST 31, 2001
Combined operating activities of continued and discontinued operations provided
$3,300,000 of cash during 2001. The cash provided from operations was $3,408,000
lower than 2000 primarily due to decreases in accounts payable and accrued
liabilities offset by cash generated by lower inventory levels. Net cash
provided by investing activities totaled $2,499,000 which included proceeds from
the sale of the Springfield distribution center of $2,376,000 and proceeds from
the sale of the discontinued operations of $1,474,000. Capital expenditures were
$1,351,000 in 2001 compared to $938,000 in 2000. The increase in capital
expenditures was primarily related to equipment at the new Washington
distribution center. The Company used $6,302,000 in financing activities
primarily to reduce its debt outstanding.
YEAR ENDED AUGUST 31, 2000
Combined operating activities of continued and discontinued operations provided
$6,708,000 of cash during 2000. The cash provided from operations was $361,000
lower than 1999 as the Company increased inventories and receivables. Capital
expenditures were $994,000 lower in 2000 compared to 1999 and totaled $938,000.
The Company used $5,250,000 in financing activities primarily to reduce its debt
outstanding.
YEAR ENDED AUGUST 31, 1999
Operating activities provided cash of $7,069,000 during 1999. Operating cash
flows were $15,791,000 million higher than 1998 primarily as a result of lower
accounts receivable and inventories. Investing activities used cash of
$1,932,000 primarily for capital expenditures for normal property and plant
improvements. Financing activities used cash of $4,957,000 which included net
repayment of borrowings of $5,961,000 and the issuance of common stock of
$1,004,000.
NEW ACCOUNTING PRONOUNCEMENTS
In compliance with EITF 00-10 issued by the Emerging Issues Task Force, amounts
billed to customers for shipping and handling are now reported as a component of
net revenue in the statement of income and the shipping costs are included in
cost of goods sold. Historically, the Company had recorded the amount billed as
an offset to the costs incurred and recorded the net amount in selling, general
and administrative expenses. Additionally under EITF 00-25, amounts accrued for
co-op advertising previously included in selling, general and administrative
expense are now recorded as contra sales in computing net revenues. The Company
reflected the needed adjustments in the statements of income in the fourth
quarter of 2001 in accordance with the pronouncements and restated all
previously reported quarterly and prior year data to conform with the new
presentation. There was no impact to the Company's net income (loss) as a result
of the adoption of these new pronouncements.
The Financial Accounting Standards Board has issued SFAS No. 141, "Business
Combinations." SFAS No. 141 requires that all business combinations initiated
after June 30, 2001 be accounted for under the purchase method and addresses the
initial recognition and measurement of goodwill
20
and other intangible assets acquired in a business combination.
The Financial Accounting Standards Board has issued SFAS No. 142, "Goodwill and
Other Intangible Assets." Under the new standard, entities will no longer be
required or permitted to amortize goodwill reflected on the balance sheet.
However, entities will be required to evaluate goodwill reflected on the balance
sheet to determine whether the goodwill is impaired under the guidelines of the
standard. If an entity determines that the goodwill is impaired, it will be
required to write-off all or a portion of the goodwill. Adoption of SFAS No. 142
in fiscal 2002 is not expected to impact our consolidated financial position.
The Financial Accounting Standards Board has issued SFAS No. 143, "Asset
Retirement Obligations." The new standard requires entities to record the fair
value of a liability for an asset retirement obligation in the period in which
it is incurred. When the liability is initially recorded, the entity capitalizes
the cost by increasing the carrying amount of the related long-lived asset.
Over time, the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The standard is
effective for fiscal years beginning after June 15, 2002. Adoption of SFAS No.
143 is not expected to impact our consolidated financial position. The Company
will adopt SFAS No. 143 in fiscal 2003.
The Financial Accounting Standards Board has issued SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets." The new standard replaces
FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of." The primary objectives of this
statement were to develop one accounting model, based on the framework
established in Statement 121, for long-lived assets to be disposed of by sale
and to address significant implementation issues. Statement 144 requires that
all long-lived assets, including discontinued operations, be measured at the
lower of carrying amount or fair value less cost to sell, whether reported in
continuing operations or in discontinued operations. The standard is effective
for fiscal years beginning after December 15, 2001. Adoption of SFAS No. 144 is
not expected to impact our consolidated financial position. The Company will
adopt SFAS No. 144 in fiscal 2003.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
INTEREST RATE AND FOREIGN CURRENCY MANAGEMENT ACTIVITIES
As of August 31, 2001 the Company did not have any outstanding interest rate
swaps or foreign currency contracts. Due to the relative size of the Company's
foreign operations, the Company believes it does not have any material exposure
to foreign currency fluctuations.
The Company has minimal market risk exposure related to interest rates. The
Company is exposed to market risks related to fluctuations in interest rates for
its variable rate borrowings of $38,861,000 as of August 31, 2001. A change in
interest rates of 1% on the balance outstanding at
21
August 31, 2001 would cause a change in total annual pre-tax earnings and cash
flows of $389,000 assuming other factors are held constant.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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) as of August 31, 2001 and 2000 and the related consolidated statements
of income, stockholders' equity and cash flows for each of the three years in
the period ended August 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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, 2001 and 2000, and the results
of their operations and their cash flows for each of the three years in the
period ended August 31, 2001, in conformity with accounting principles generally
accepted in the United States.
ARTHUR ANDERSEN LLP
St. Louis, Missouri
October 25, 2001
22
RAWLINGS SPORTING GOODS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
August 31,
-------------------------------
2001 2000
-------------------------------
Assets
Current assets:
Cash and cash equivalents $ 921 $ 1,424
Accounts receivable, net of allowance of $2,871 and $2,561, respectively 27,750 28,246
Inventories 33,379 38,100
Deferred income taxes 4,277 6,079
Prepaid expenses 606 819
Net assets of discontinued segment - 2,624
-------------------------------
Total current assets 66,933 77,292
Property, plant and equipment 7,271 8,873
Deferred income taxes 22,367 20,802
Other assets 1,970 1,211
Noncurrent assets of discontinued segment - 547
-------------------------------
Total assets $98,541 $108,725
===============================
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt and revolving credit agreement $ 34,684 $ 37,178
Accounts payable 10,178 13,804
Accrued liabilities 8,740 10,729
-------------------------------
Total current liabilities 53,602 61,711
Long-term debt, less current maturities 4,242 8,404
Other long-term liabilities 9,291 9,291
-------------------------------
Total liabilities 67,135 79,406
-------------------------------
Stockholders' equity:
Preferred stock, none issued - -
Common stock, $.01 par value, 50,000,000 shares authorized, 8,011,145 and
7,946,338 shares issued and outstanding, respectively 80 79
Additional paid-in capital 31,151 30,798
Stock subscription receivable (1,421) (1,421)
Accumulated other comprehensive loss (1,492) (1,468)
Retained earnings 3,088 1,331
-------------------------------
Stockholders' equity 31,406 29,319
-------------------------------
Total liabilities and stockholders' equity $98,541 $108,725
===============================
The accompanying notes are an integral part of these consolidated balance
sheets.
23
RAWLINGS SPORTING GOODS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
Years Ended August 31,
--------------------------------------------------
2001 2000 1999
--------------------------------------------------
Net revenues $ 174,528 $173,903 $159,765
Cost of goods sold 126,996 123,870 117,268
--------------------------------------------------
Gross profit 47,532 50,033 42,497
Selling, general and administrative expenses 40,267 40,440 40,346
Unusual items 412 1,497 -
--------------------------------------------------
Operating income 6,853 8,096 2,151
Interest expense 4,510 6,064 4,909
--------------------------------------------------
Income (loss) from continuing operations before income taxes 2,343 2,032 (2,758)
Provision (benefit) for income taxes 586 751 (276)
--------------------------------------------------
Income (loss) from continuing operations before extraordinary item 1,757 1,281 (2,482)
Discontinued operations:
Loss from operations of discontinued segment, net of tax - (2,314) (879)
Loss on disposal of discontinued segment, net of tax - (11,326) -
--------------------------------------------------
Income (loss) before extraordinary item 1,757 (12,359) (3,361)
Extraordinary item, net of tax - (646) -
--------------------------------------------------
Net income (loss) $ 1,757 $(13,005) $ (3,361)
==================================================
Income (loss) per common share, basic and diluted:
Continuing operations $ 0.22 $ 0.16 $ (0.32)
Discontinued segment - (1.72) (0.11)
Extraordinary item - (0.08) -
--------------------------------------------------
Net income (loss) $ 0.22 $ (1.64) $ (0.43)
==================================================
Shares used in computing per share amounts:
Basic 8,025 7,948 7,853
Assumed exercise of stock options 1 4 21
--------------------------------------------------
Diluted 8,026 7,952 7,874
==================================================
The accompanying notes are an integral part of these consolidated statements.
24
RAWLINGS SPORTING GOODS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Amounts in thousands, except share data)
Accumulated
Common Stock Additional Stock Other Total
---------------------- Paid-in Subscription Comprehensive Retained Stockholders' Comprehensive
Shares Amount Capital Receivable Income (Loss) Earnings Equity Income (Loss)
----------- ---------- ---------- ------------ -------------- ---------- -------------- ---------------
Balance,
August 31, 1998 7,794,483 $78 $29,479 $(1,421) $(1,581) $17,697 $44,252
Net loss - - - - - (3,361) (3,361) $ (3,361)
Issuance of
common stock 103,225 1 1,003 - - - 1,004 -
Translation adjustments - - - - 182 - 182 182
---------------
Comprehensive loss $ (3,179)
----------- ---------- ---------- ------------ -------------- ---------- -------------- ===============
Balance,
August 31, 1999 7,897,708 79 30,482 (1,421) (1,399) 14,336 42,077
Net loss - - - - - (13,005) (13,005) $(13,005)
Issuance of
common stock 48,630 - 316 - - - 316 -
Translation adjustments - - - - (69) - (69) (69)
---------------
Comprehensive loss - - - - - - - $(13,074)
----------- ---------- ---------- ------------ -------------- ---------- -------------- ===============
Balance,
August 31, 2000 7,946,338 79 30,798 (1,421) (1,468) 1,331 29,319
Net income - - - - - 1,757 1,757 $ 1,757
Issuance of
common stock 64,807 1 353 - - - 354 -
Translation adjustments - - - - (24) - (24) (24)
---------------
Comprehensive income - - - - - - - $ 1,733
----------- ---------- ---------- ------------ -------------- ---------- -------------- ===============
Balance,
August 31, 2001 8,011,145 $80 $31,151 $(1,421) $(1,492) $ 3,088 $31,406
=========== ========== ========== ============ ============== ========== ==============
The accompanying notes are an integral part of these consolidated statements.
25
RAWLINGS SPORTING GOODS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Years Ended August 31,
-------------------------------------------------------------
2001 2000 1999
-------------------- --------------------- ------------------
Cash flows from operating activities:
Net income (loss) $ 1,757 $ (13,005) $ (3,361)
Add loss from discontinued segment - 13,640 879
Add extraordinary item - 646 -
-------------------- --------------------- ------------------
Income (loss) from continuing operations 1,757 1,281 (2,482)
Adjustment to reconcile income (loss) from
continuing operations to net cash provided by
continuing operations:
Depreciation and amortization 1,999 2,690 2,087
Gain on sale of Springfield distribution center (1,115) - -
Changes in operating assets and liabilities:
Accounts receivable 496 (1,327) 9,215
Inventories 4,721 (2,880) 3,974
Accounts payable (3,626) 5,835 (746)
Other (2,009) (62) (2,172)
-------------------- --------------------- ------------------
Net cash provided by continuing operations 2,223 5,537 9,876
Net cash provided by (used in) discontinued segment 1,077 1,171 (2,807)
-------------------- --------------------- ------------------
Net cash provided by operating activities 3,300 6,708 7,069
-------------------- --------------------- ------------------
Cash flows from investing activities:
Capital expenditures of continuing operations (1,296) (862) (1,723)
Capital expenditures of discontinued segment (55) (76) (209)
Proceeds from sale of Springfield distribution center 2,376 - -
Proceeds from sale of discontinued operations 1,474 - -
-------------------- --------------------- ------------------
Net cash provided by (used in) investing activities 2,499 (938) (1,932)
-------------------- --------------------- ------------------
Cash flows from financing activities:
Net decrease in revolving credit agreement (2,323) (15,311) -
Borrowings of long-term debt - 10,000 44,050
Repayments of long-term debt (4,333) (255) (50,011)
Issuance of common stock 354 316 1,004
-------------------- --------------------- ------------------
Net cash used in financing activities (6,302) (5,250) (4,957)
-------------------- --------------------- ------------------
Net increase (decrease) in cash and cash equivalents (503) 520 180
Cash and cash equivalents, beginning of year 1,424 904 724
-------------------- --------------------- ------------------
Cash and cash equivalents, end of year $ 921 $ 1,424 $ 904
==================== ===================== ==================
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 4,403 $ 6,100 $ 4,564
Income taxes 398 86 300
The accompanying notes are an integral part of these consolidated statements.
26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data)
NOTE 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 wholly-owned subsidiaries (Rawlings or the
Company). All significant intercompany transactions and balances have been
eliminated.
BUSINESS
Rawlings manufactures and distributes sports equipment and uniforms for team
sports such as baseball, basketball and football predominately in the United
States. Revenue is recorded when title and risk of loss passes to the customer
which is typically when the product is shipped. Returns and sales allowances are
included in net revenues.
INVENTORIES
Inventories are valued at the lower of cost or market with cost determined on a
first-in, first-out method. Cost includes materials and conversion costs.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost and depreciated on a
straight-line basis over the estimated useful life. The principal estimated
useful lives are as follows:
Buildings and improvements 20-30 years
Machinery and equipment 5-12 years
Other 4-10 years
When equipment is sold or retired, its cost and accumulated depreciation are
removed from the balance sheet, and any gain or loss is included in income
during the period of the disposition. Repair and maintenance is charged to
expense as incurred.
LONG-LIVED ASSETS
Long-lived assets, primarily property plant and equipment, are periodically
reviewed for impairment by comparing the carrying value of the assets with the
expected future undiscounted cash flows before consideration of income taxes. If
an impairment has occurred on assets held for use, the loss is calculated as the
difference between the carrying value and fair value. Long-lived assets that are
to be disposed are recorded at the lower of carrying value or fair value less
costs to sell.
27
INCOME TAXES
Income taxes are accounted for using a balance sheet approach known as the
liability method. The liability method accounts for deferred income taxes by
applying the statutory tax rates in effect at the date of the balance sheet to
the differences between the book basis and the tax basis of the assets and
liabilities.
TRANSLATION OF FOREIGN CURRENCIES
The assets and liabilities of foreign branches and subsidiaries are translated
into U.S. dollars at current exchange rates and profit and loss accounts are
translated at average annual exchange rates. Resulting translation gains and
losses are included in accumulated other comprehensive income (loss), a separate
component in Stockholders' Equity. Foreign exchange transaction income (loss) of
$(26), $0 and $(10) were included in the results of operations for the fiscal
years ended August 31, 2001, 2000 and 1999, respectively.
FINANCIAL INSTRUMENTS
The fair value of the Company's financial instruments approximates their
carrying amounts. The Company's debt is primarily variable in nature and
accordingly the fair value approximates the carrying value.
RECLASSIFICATIONS
Certain reclassifications have been made to the prior year financial statements
to conform with the current year presentation. The reclassifications had no
impact on previously reported net income (loss) or total stockholders' equity.
USE OF ESTIMATES
These financial statements have been prepared on the accrual basis of accounting
which requires the use of certain estimates in determining the Company's assets,
liabilities, revenues and expenses. Resolution of certain matters could differ
significantly from the resolution that is currently expected.
NEW ACCOUNTING PRONOUNCEMENTS
In compliance with EITF 00-10 issued by the Emerging Issues Task Force, amounts
billed to customers for shipping and handling are now reported as a component of
net revenue in the statement of income and the shipping costs are included in
cost of goods sold. Historically, the Company had recorded the amount billed as
an offset to the costs incurred and recorded the net amount in selling, general
and administrative expenses. Additionally in compliance with EITF 00-25, amounts
accrued for co-op advertising previously included in selling, general and
administrative expense are now recorded as contra sales in computing net
revenues. The Company reflected the needed adjustments in the statements of
income in the fourth quarter of
28
2001 in accordance with the pronouncements and restated all previously reported
quarterly and prior year data to conform with the new presentation. There was no
impact to the Company's net income (loss) as a result of the adoption of these
new pronouncements.
The Financial Accounting Standards Board has issued SFAS No. 141, "Business
Combinations." SFAS No. 141 requires that all business combinations initiated
after June 30, 2001 be accounted for under the purchase method and addresses the
initial recognition and measurement of goodwill and other intangible assets
acquired in a business combination.
The Financial Accounting Standards Board has issued SFAS No. 142, "Goodwill and
Other Intangible Assets." Under the new standard, entities will no longer be
required or permitted to amortize goodwill reflected on the balance sheet.
However, entities will be required to evaluate goodwill reflected on the balance
sheet to determine whether the goodwill is impaired under the guidelines of the
standard. If an entity determines that the goodwill is impaired, it will be
required to write-off all or a portion of the goodwill. Adoption of SFAS No. 142
in fiscal 2002 is not expected to impact our consolidated financial position.
The Financial Accounting Standards Board has issued SFAS No. 143, "Asset
Retirement Obligations." The new standard requires entities to record the fair
value of a liability for an asset retirement obligation in the period in which
it is incurred. When the liability is initially recorded, the entity capitalizes
the cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The standard is
effective for fiscal years beginning after June 15, 2002. Adoption of SFAS No.
143 is not expected to impact our consolidated financial position. The Company
will adopt SFAS No. 143 in fiscal 2003.
The Financial Accounting Standards Board has issued SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets." The new standard replaces
FASB Statement No. 121,"Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of." The primary objectives of this
statement were to develop one accounting model, based on the framework
established in Statement 121, for long-lived assets to be disposed of by sale
and to address significant implementation issues. Statement 144 requires that
all long-lived assets, including discontinued operations, be measured at the
lower of carrying amount or fair value less cost to sell, whether reported in
continuing operations or in discontinued operations. The standard is effective
for fiscal years beginning after December 15, 2001. Adoption of SFAS No. 144 is
not expected to impact our consolidated financial position. The Company will
adopt SFAS No. 144 in fiscal 2003.
NOTE 2. DISCONTINUED SEGMENT
On June 26, 2000 the Company made a strategic decision to seek a buyer
for its Vic hockey business. Vic provides an extensive line of equipment for
hockey teams including hockey sticks, hockey protective equipment and goalie
protective equipment. The sale of the Vic hockey business was completed during
the third quarter of fiscal 2001 under substantially the same terms
29
as originally provided. Proceeds from the sale totaled $3,169 including cash of
$1,474 at closing and $1,695 of 7% notes to be received through May 2004 which
are included in Other Assets on the Consolidated Balance Sheet.
Operating results for the hockey business are included in the
Consolidated Statements of Income as net loss from discontinued segment through
May 31, 2000. Operating results subsequent to May 31, 2000 are included in the
provision for operating losses during the phase-out period that was recorded in
the third quarter of fiscal 2000. Results for the discontinued segment are as
follows:
2001 2000 1999
--------------- ------------- ---------------
Net revenues $ 2,664 $ 8,383 $ 8,184
=============== ============= ===============
Loss from operations of discontinued
segment before incomes taxes $ - $ (2,744) $ (1,392)
Benefit for income taxes - (430) (513)
--------------- ------------- ---------------
Net loss from operations of discontinued segment $ - $ (2,314) $ (879)
=============== ============= ===============
Loss on disposal of discontinued segment before
income taxes $ - $ (13,000) $ -
Benefit for income taxes - (1,674) -
--------------- ------------- ---------------
Net loss on disposal of discontinued segment $ - $ (11,326) $ -
=============== ============= ===============
The loss on disposal included the writedown of assets of the hockey business
($10,750) to estimated net realizable value, the provision for operating losses
during the phaseout period of $1,500 and the estimated costs to dispose of this
business of $750.
30
NOTE 3. ALLOWANCE FOR DOUBTFUL ACCOUNTS
2001 2000 1999
--------------- ---------------- --------------
Balance at beginning of year $ 2,561 $ 2,242 $ 1,751
Provision 1,020 1,001 1,040
Charge-offs, net of recoveries (710) (682) (549)
--------------- ---------------- --------------
Balance at end of year $ 2,871 $ 2,561 $ 2,242
=============== ================ ==============
NOTE 4. INVENTORIES
Inventories consist of the following:
August 31,
---------------------------
2001 2000
------------- -------------
Raw materials $ 6,629 $ 9,777
Work in process 531 900
Finished goods 26,219 27,423
------------- -------------
Total inventories $ 33,379 $ 38,100
============= =============
NOTE 5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
August 31,
--------------------------
2001 2000
------------- ------------
Buildings and improvements $ 4,121 $ 5,724
Machinery and equipment 18,559 18,297
Other 2,747 2,932
------------- ------------
Total property, plant and equipment 25,427 26,953
Less - Accumulated depreciation (18,156) (18,080)
------------- ------------
Property, plant and equipment $ 7,271 $ 8,873
============= ============
31
NOTE 6. INCOME TAXES
The income tax provision (benefit) from continuing operations is as follows:
2001 2000 1999
---------------- ---------------- ----------------
Current:
Federal $ - $ - $ -
State 59 - -
Foreign 290 277 252
---------------- ---------------- ----------------
Total current 349 277 252
---------------- ---------------- ----------------
Deferred:
Federal 736 437 (1,278)
State and other 39 37 (496)
Valuation allowance (538) - 1,246
---------------- ---------------- ----------------
Total deferred 237 474 (528)
---------------- ---------------- ----------------
Total income tax provision (benefit) $ 586 $ 751 $ (276)
================ ================ ================
A reconciliation between the provision for income taxes computed at the federal
statutory rate and the effective tax rate from continuing operations is as
follows:
2001 2000 1999
------------------------ ----------------------- ------------------------
Amount % Amount % Amount %
------------- ---------- ------------- --------- ------------- ----------
Expected provision (benefit) at the statutory rate $ 820 35.0 $711 35.0 $ (965) (35.0)
State & other taxes, net of federal tax benefit 25 1.1 77 3.8 (117) (4.2)
Foreign taxes and credits 286 12.2 (37) (1.8) (551) (20.0)
Valuation allowance (538) (23.0) - - 1,246 45.2
Other (7) (0.3) - - 111 4.0
------------- ---------- ------------- --------- ------------- ----------
Total income tax provision (benefit) $ 586 25.0 $751 37.0 $ (276) (10.0)
============= ========== ============= ========= ============= ==========
32
The significant components of deferred taxes which are included in the
accompanying consolidated balance sheets are as follows:
2001 2000
---------------------------------- ---------------------------------
Deferred Deferred Deferred Deferred
Tax Assets Tax Liabilities Tax Assets Tax Liabilities
---------------- ----------------- ---------------- ----------------
Intangible assets $ 15,280 $ - $ 20,277 $ -
Loss carryforwards and credits 10,533 - 5,924 -
Receivable reserve 1,110 - 851 -
Inventories 624 - 1,905 -
Other 2,683 1,071 2,490 1,513
Valuation allowance (2,515) - (3,053) -
---------------- ----------------- ---------------- ----------------
Total $ 27,715 $ 1,071 $ 28,394 $ 1,513
================ ================= ================ ================
The Company records a valuation allowance when it is more likely than not that
some portion or all of the deferred income tax asset will not be realizable. As
of August 31, 2001, the Company has provided a valuation allowance of $2,515
related to a capital loss carry forward that expires in 2006 generated from the
sale of the hockey business. The valuation allowance decreased (increased) by
$538, ($1,807), and ($1,246) during 2001, 2000, and 1999, respectively. The
valuation allowance provision of $1,807 recorded in 2000 was reflected through
discontinued operations.
The Company's net operating loss carry-forward deferred tax asset of $8,018 as
of August 31, 2001 expires from 2019 to 2021. Income taxes have not been
provided on the undistributed income (approximately $7,723 as of August 31,
2001) for a foreign subsidiary, which the Company does not intend to be remitted
to the U.S.
In July 1994, Figgie International, Inc. (the former parent, presently a
subsidiary of Tyco International) 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 resulted in a step-up of the basis of the assets
transferred determined by the fair value paid by the Company for the Rawlings
business. The tax effected book versus tax difference related to the tax step-up
is recorded as a deferred tax asset titled intangible assets in the above table
as of August 31, 2001 and 2000. 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 percent 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
amount of the obligation to pay the former parent that is not expected to be
paid in the next year is recorded and titled as other long-term liabilities.
33
NOTE 7. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
August 31,
------------------------------------
2001 2000
------------------- ----------------
Salary, benefits and other taxes $ 3,893 $ 4,846
Co-op advertising 1,549 1,490
Royalties 1,388 1,032
Other 1,910 3,361
------------------- ----------------
Accrued liabilities $ 8,740 $ 10,729
=================== ================
NOTE 8. DEBT
Debt consists of the following:
August 31,
----------------------------------
2001 2000
---------------- -----------------
Revolving credit agreement, average year-end interest rate of
5.84% and 9.30%, respectively $ 33,316 $ 35,639
Term loan A, interest rate of 9.24% - 2,400
Term loan B, interest rate of 6.54% and 9.50%,
respectively, due in monthly installments of $89 plus $231
every May and the balance due on December 1, 2004 5,545 7,411
Other 65 132
---------------- -----------------
Total debt 38,926 45,582
Less current portion (34,684) (37,178)
---------------- -----------------
Total long-term debt $ 4,242 $ 8,404
================ =================
On December 28, 1999, the Company refinanced its credit facility by entering
into a five-year credit agreement expiring December 1, 2004 with a financial
institution. Actual availability is based on the Company's outstanding
receivables and inventories. Total unused availability at August 31, 2001 was
approximately $4,555. The facility also allows for a $3,000 seasonal advance
from November through April. Borrowings under the agreement are based on an
interest rate of LIBOR plus 2.25 percent. A commitment fee of 0.50 percent is
charged on any unused portion of the facility.
34
On May 15, 2000 and on July 20, 2000 the Company and its lenders amended the
credit agreement to convert $2,500 (term loan A) and $7,500 (term loan B),
respectively, of the facility to term loans. The term loans provide for monthly
installment payments and the aggregate outstanding principal balance of the term
loans becomes due and payable in full on the termination date of the credit
facility. The term loans bear interest at LIBOR plus 2.50 percent and LIBOR plus
2.75 percent, respectively. The revolving loan agreement limit was reduced to
$65,000 as part of the July 20, 2000 amendment. Under the terms of the revised
agreement 75% of any proceeds from the sale of assets are to be applied to the
term loans with the balance to be applied to the outstanding revolver balance.
Therefore 75% of the net proceeds from the sale of the Springfield distribution
center and the sale of the discontinued operations were used to repay term loan
A in total and to reduce term loan B during fiscal 2001.
The credit facility includes various covenants, including requirements that the
Company achieve certain EBITDA levels as defined in the agreement, maintain a
fixed charge ratio of 1.1 to 1 and limit capital expenditures and restrict the
payment of dividends. EBITDA for the twelve months ended August 31, 2001 was
$8,852, or $252 over the $8,600 minimum required for that period as prescribed
in the October 2001 credit agreement amendment. The EBITDA requirement increases
to $9,000 for each of the fiscal 2002 quarter-end compliance calculations that
are based on a rolling four quarters of EBITDA.
In accordance with EITF 95-22 "Balance Sheet Classification of Borrowings
Outstanding under Revolving Credit Agreements that Include Both a Subjective
Acceleration Clause and a Lock-Box Arrangement", the Company has classified the
revolving credit facility as a current obligation.
The extraordinary item of $646 recorded in fiscal 2000 was due to the write-off
of deferred financing costs associated with the early extinguishment of the
previous credit facility.
The Company's principal debt maturities on its term and other long term debt for
the four years subsequent to August 31, 2001 are $1,367, $1,302, $1,302 and
$1,639, respectively.
NOTE 9. UNUSUAL ITEMS
2001 UNUSUAL ITEMS
In connection with the relocation of distribution facilities to a new single
location in Washington, Missouri, the Springfield, Missouri distribution center
was sold in September 2000. The move to Washington was completed in the fourth
quarter of fiscal 2001. Transition and facility clean up costs incurred during
the move to Washington of $1,527, offset by the gain on the sale of Springfield
of $1,115, have been included as unusual items in the Consolidated Statement of
Income in fiscal 2001.
35
2000 UNUSUAL ITEMS
During the first quarter of 2000, the Company completed a voluntary early
retirement program for certain of its employees. The cost of the program totaled
approximately $759 and was substantially paid out as of August 31, 2000. The
costs primarily related to severance and medical benefits. Additionally, during
the first half of 2000, the Company completed a review of its strategic
alternatives that cost approximately $738.
NOTE 10. EMPLOYEE BENEFITS
COMPANY-SPONSORED DEFINED CONTRIBUTION PLANS
Substantially all U.S. salaried employees and certain U.S. 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 $286, $303 and $323 in 2001, 2000 and 1999, respectively.
MULTI-EMPLOYER PENSION PLANS
Certain union employees participate in multi-employer defined benefit pension
plans. Contributions to the plans were $38, $65 and $171 in 2001, 2000 and 1999,
respectively.
NOTE 11. STOCK OPTIONS
The 1994 Rawlings Long-Term Incentive Plan, as amended (the 1994 Incentive
Plan), provides for the issuance of up to 1,125,000 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
(the 1994 Directors Stock Plan), as amended, provides for the issuance of up to
250,000 shares of Rawlings common stock to non-employee directors upon the
exercise of stock options or in lieu of director's fees. The 2000 Non-Employee
Directors Stock Plan (the 2000 Directors Stock Plan) provides for the issuance
of up to 25,000 shares of Rawlings common stock to non-employee directors upon
exercise of stock options or in lieu of directors' fees. The Employment
Agreement by and between Rawlings and Stephen M. O'Hara, Chief Executive Officer
(the Employment Agreement), provides for the issuance of up to 450,000 shares of
Rawlings common stock upon exercise of stock options.
Stock options granted under the 1994 Incentive Plan, the 1994 Directors Stock
Plan and the 2000 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.
36
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 2001, 2000
and 1999 consistent with the provisions of this statement, the Company's net
income and net income per share would have been as follows:
Pro forma 2001 2000 1999
- -------------------------------------- ---------------- -------------- ------------
Net income (loss) $ 938 $(13,472) $(4,542)
Net income (loss) per share $0.12 $ (1.70) $ (0.58)
For purposes of the pro forma disclosure, the fair value of each option is
estimated on the date of grant using the Black-Scholes option-pricing model with
the following weighted average assumptions:
2001 2000 1999
----------- ----------- -----------
Assumptions:
Volatility 56% 46% 43%
Risk-free interest rate
5.4% 6.3% 4.8%
Dividend yield - - -
Expected life of options (years) 7 7 6
Weighted average grant date fair value of options:
$3.51 $3.82 $4.77
37
The following table summarizes the stock option transactions pursuant to the
Company's stock incentive and stock option plans for the three-year period ended
August 31, 2001:
Weighted Average
Shares Exercise Price
(000s) Per Share
-----------------------------------
OPTIONS OUTSTANDING AT AUGUST 31, 1998 611 $ 11.33
Granted 413 10.90
Exercised (71) 9.37
Forfeited (86) 12.37
-----------
OPTIONS OUTSTANDING AT AUGUST 31, 1999 867 11.18
Granted 197 6.10
Exercised - -
Forfeited (63) 9.08
-----------
OPTIONS OUTSTANDING AT AUGUST 31, 2000 1,001 10.31
Granted 370 4.89
Exercised - -
Forfeited (73) 8.91
-----------
OPTIONS OUTSTANDING AT AUGUST 31, 2001 1,298 $ 8.85
===================================
Exercisable options at August 31, 2001 787 $ 10.05
===================================
Options available for grant at August 31, 2001 436
===========
The following table summarizes information about stock options outstanding at
August 31, 2001:
Options Outstanding Options Exercisable
------------------------------------------------ --------------------------------
Weighted
Number Average Weighted Number Weighted
Outstanding Remaining Average Exercisable at Average
at 8/31/01 Contractual Exercise 8/31/01 Exercise
(000s) Life (Years) Price (000s) Price
----------------- --------------- -------------- ----------------- --------------
Range of exercise price
$4.18 to $10.00 823 8.16 $ 6.70 417 $8.04
$10.01 to $14.00 475 5.88 12.56 370 12.31
----------------- -----------------
Total 1,298 7.33 $ 8.85 787 $10.05
================= =============== ============== ================= ==============
38
NOTE 12. WARRANTS
In November 1997, the Company issued warrants to purchase 925,804 shares of
common stock at $12.00 per share to Bull Run Corporation for $3.07 per warrant.
These warrants will expire unexercisable on November 21, 2001 and accordingly,
these warrants are not included in the Company's earnings per share calculation.
One half of the purchase price of the warrants was paid in cash with the other
half payable with interest at 7 percent 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.
NOTE 13. RELATED PARTY TRANSACTIONS
During 2001, 2000 and 1999, the Company sold approximately $442, $355 and $285,
respectively, of products to a professional baseball club in which two of the
Company's directors are part owners and one of which is the secretary and
treasurer. Additionally, the Company purchased goods and services of $110, $71,
and $39 during 2001, 2000, and 1999, respectively, from the club. The Company
believes that the terms and prices for the sales and purchases of these products
are no less favorable than those obtained from unaffiliated parties.
During the fiscal years ended August 31, 2001, 2000 and 1999, the Company
purchased approximately $33, $140 and $442, respectively, of catalogs,
promotional items and web services from a company in which one of the Company's
directors is the Chief Executive Officer. The Company believes that the terms
and prices for these purchases are no less favorable than those obtained from
unaffiliated parties.
NOTE 14. COMMITMENTS AND CONTINGENCIES
The Company operates certain facilities and equipment under operating lease
agreements. The lease expense was $2,845, $2,144, and $1,873 for years 2001,
2000 and 1999, respectively.
Future minimum payments under noncancelable leases, royalty and licensing
agreements as of August 31, 2001 are as follows:
Royalty and
Operating Licensing
Leases Agreements
------------------------ ------------------------
Fiscal 2002 $ 2,142 $ 4,633
Fiscal 2003 1,938 1,381
Fiscal 2004 1,444 914
Fiscal 2005 1,260 100
Fiscal 2006 1,262 -
Thereafter 6,330 225
------------------------ ------------------------
Total minimum lease payments $ 14,376 $ 7,253
======================== ========================
39
The Company has conducted 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.
During October 2000, the Company completed the excavation and removal of the
wood pitch. Based on reports from legal counsel and environmental engineers,
NYSDEC has accepted the final technical report memorializing the excavation and
off-site disposal of the wood pitch impacted soil and the subsequent groundwater
monitoring and no further remedial work on the Site is necessary. The Company
does not anticipate incurring any future expense related to this item.
A roll-forward of the Company's environmental reserve is as follows:
2001 2000 1999
-------------- ------------- --------------
Beginning of year $ 778 $ 987 $ 1,082
Payments (778) (209) (95)
-------------- ------------- --------------
End of year $ - $ 778 $ 987
============== ============= ==============
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 is seeking recovery of the clean up costs
associated with the wood pitch at the Site. However, due to the uncertainty
associated with this matter, no receivable associated with a potential recovery
has been recorded at this time and there can be no assurance that any amount
will be recovered.
Rawlings is periodically subjected to product liability claims and other legal
proceedings. In the opinion of management, the ultimate liabilities resulting
from various pending legal proceedings will not have a material adverse effect
on the financial condition or results of operations of the Company.
40
NOTE 15. OPERATING SEGMENTS
Operating segments are components of an enterprise about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing
performance. The Company has identified operating segments based on internal
management reports. Aggregation of similar operating segments into a single
reportable operating segment is permitted if the businesses are considered to
have similar long-term economic characteristics. The Company has four operating
segments based on its product categories, which in applying the aggregation
criteria, have been aggregated into two reportable segments: Sports Equipment
and Licensing.
2001 2000 1999
--------- --------- ---------
Net revenues
Sports equipment $ 169,457 $ 168,340 $ 153,796
Licensing 5,071 5,563 5,969
--------- --------- ---------
Consolidated net revenues $ 174,528 $ 173,903 $ 159,765
========= ========= =========
Operating income (loss)
Sports equipment $ 1,782 $ 2,533 $ (3,818)
Licensing 5,071 5,563 5,969
--------- --------- ---------
Consolidated operating income $ 6,853 $ 8,096 $ 2,151
========= ========= =========
Total assets
Sports equipment $ 98,222 $ 107,814 $ 119,446
Licensing 319 911 1,229
--------- --------- ---------
Consolidated total assets $ 98,541 $ 108,725 $ 120,675
========= ========= =========
The sports equipment segment manufactures and distributes sports equipment and
uniforms for team sports including baseball, basketball, and football. The
licensing segment licenses the Rawlings brand name on products sold by other
companies and includes products such as footwear and activewear. There are no
significant determinable operating expenses or interest costs for the licensing
segment. The accounting policies of the segments are the same as those described
in Note 1 for the Company. The revenues generated and long-lived assets located
outside the United States are not significant for separate presentation. One
customer's purchases of products sold by Rawlings were 17 percent, 15 percent
and 14 percent of net revenues of Rawlings for 2001, 2000 and 1999,
respectively.
41
NOTE 16. QUARTERLY RESULTS (UNAUDITED)
Quarterly results are determined in accordance with annual accounting policies.
They include certain items based upon estimates for the entire year.
Summarized quarterly results for the last two years were:
2001
------------------------------------------------------------------------------
First Second Third Fourth Year
----- ------ ----- ------ ----
Net revenues $ 36,839 $ 66,105 $ 43,467 $ 28,117 $174,528
Gross profit 10,631 20,219 11,894 4,788 47,532
Net income (loss) 346 5,199 120 (3,908) 1,757
Net income (loss) per share: (1) 0.04 0.65 0.01 (0.49) 0.22
2000
------------------------------------------------------------------------------
First Second Third Fourth Year
----- ------ ----- ------ ----
Net revenues $ 34,357 $ 63,902 $ 46,599 $ 29,045 $173,903
Gross profit 10,069 19,406 14,347 6,211 50,033
Income (loss) from
continuing operations before
extraordinary item (1,339) 4,486 1,470 (3,336) 1,281
Net income (loss) (1,586) 3,231 (11,314) (3,336) (13,005)
Income (loss) per share: (1)
Continuing operations (0.17) 0.57 0.18 (0.42) 0.16
Net income (loss) (0.20) 0.41 (1.42) (0.42) (1.64)
(1) Earnings per share were computed independently for each of the quarters
presented. The sum of the quarters may not equal the total year amount
due to the impact of computing average quarterly shares outstanding for
each period.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
42
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.
(c) Compliance with Section 16(a) of the Exchange Act
Information with respect to the filing of certain securities reports
required to be filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 is set forth under the caption "Section 16(a)
Beneficial Ownership Reporting Compliance" contained in the Company's proxy
statement to be filed pursuant to Regulation 14A, 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 14 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.
43
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) (1) Financial Statements: The financial statements filed as a
part of this report are listed in Part II, Item 8.
(a) (2) Financial Statement Schedules: None.
(a) (3) Exhibits
3.1 Certificate of Incorporation, included as Exhibit 3.1
to the Company's Registration Statement on Form S-1
(File No. 33-77906), is hereby incorporated herein by
reference.
3.2 By-Laws, included as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (File No.
33-77906), is hereby incorporated herein by
reference.
3.3 By-Law amendment 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
ChaseMellon 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.
4.2.1 Second Amendment to Rights Agreement, dated April 19,
1999, between the Company and the Rights Agent,
included as Exhibit 4.1 to the Company's Form 8-K
dated April 30,1999, is hereby incorporated herein by
reference.
4.2.2 Third Amendment to Rights Agreement, dated April 23,
1999, between the Company and the Rights Agent,
included as Exhibit 4.2 to the Company's Form 8-K
dated April 30, 1999, is hereby incorporated herein
by reference.
44
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 Credit Agreement, dated as of December 28, 1999, by
and among the Company as Borrower, certain other
credit parties named therein, and certain Lenders
signatory thereto, included as Exhibit 10 to the
Company's Form 8-K dated December 28, 1999, is hereby
incorporated herein by reference.
10.2 Amendment No. 1 to the Credit Agreement among
Rawlings Sporting Goods Company, Inc., General
Electric Capital Corporation and LaSalle Bank
National Association dated February 29, 2000,
included as Exhibit 10.2 to the Company's Form 10-K
for the fiscal year ended August 31, 2000, is hereby
incorporated herein by reference.
10.3 Amendment No. 2 to the Credit Agreement among
Rawlings Sporting Goods Company, Inc., General
Electric Capital Corporation and LaSalle Bank
National Association dated May 15, 2000, included as
Exhibit 10.1 to the Company's Form 10-Q for the
quarter ended May 31, 2000, is hereby incorporated
herein by reference.
10.4 Amendment No. 3 to the Credit Agreement among
Rawlings Sporting Goods Company, Inc., General
Electric Capital Corporation and LaSalle Bank
National Association dated July 20, 2000, included as
Exhibit 10.4 to the Company's Form 10-K for the
fiscal year ended August 31, 2000, is hereby
incorporated herein by reference.
10.5 Amendment No. 4 to the Credit Agreement among
Rawlings Sporting Goods Company, Inc., General
Electric Capital Corporation and LaSalle Bank
National Association dated May 15, 2001.
10.6 Amendment No. 5 to the Credit Agreement among
Rawlings Sporting Goods Company, Inc., General
Electric Capital Corporation and LaSalle Bank
National Association dated July 9, 2001.
10.7 Amendment No. 6 to the Credit Agreement among
Rawlings Sporting Goods Company, Inc., General
Electric Capital Corporation and LaSalle Bank
National Association dated September 17, 2001.
10.8 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.
45
10.9 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.
10.10 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.
* 10.11 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.
* 10.12 The Company's 1994 Non-Employee Directors'
Stock Plan, as amended, included as Exhibit 4.1 to
the Company's Registration Statement on Form S-8
(File No. 333-70368) is hereby incorporated herein by
reference.
10.13 The Company's 2000 Non-Employee Directors' Stock
Plan, included as Exhibit 4.3 to the Company's
Registration Statement on Form S-8 (File No.
333-43124) is hereby incorporated herein by
reference.
10.14 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.
* 10.15 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.
* 10.16 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.
10.17 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.
10.18 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.
46
10.19 Amendment Number 1 of Standstill Agreement dated
April 23, 1999, between the Company and Bull Run
Corporation included as Exhibit 99.1 to the Company's
Form 8-K dated April 30, 1999, is hereby incorporated
herein by reference.
10.20 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.
* 10.21 Employment Agreement entered into between the
Company and Stephen M. O'Hara, dated as of November
2, 1998, as amended, included as Exhibit 4.2 to the
Company's Registration Statement on Form S-8 (File
No. 333-43124) is hereby incorporated herein by
reference.
10.22 Standstill Agreement, dated April 23, 1999 among the
Company and the Shapiro Parties, included as Exhibit
99.2 to the Company's Form 8-K dated April 30, 1999
is hereby incorporated herein by reference.
21. Subsidiaries of the Company.
23. Consent of Arthur Andersen LLP.
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to the Item 14(c) of this report.
(b) Reports on Form 8-K
None.
47
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
RAWLINGS SPORTING GOODS COMPANY, INC.
Date: November 26, 2001
By: William F. Lacey
-------------------------------
William F. Lacey
Vice President and 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: Stephen M. O'Hara
----------------------------------- ---------------------------
Stephen M. O'Hara
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
By: William F. Lacey
----------------------------------- ---------------------------
William F. Lacey
Vice President and Chief Financial Officer
(Principal Financial Officer and Accounting Officer)
By: Andrew N. Baur
----------------------------------- ---------------------------
Andrew N. Baur
Director
By: Linda L. Griggs
----------------------------------- ---------------------------
Linda L. Griggs
Director
By: W. James Host
----------------------------------- ---------------------------
W. James Host
Director
By: Michael McDonnell
----------------------------------- ---------------------------
Michael McDonnell
Director
By: Robert S. Prather Jr.
----------------------------------- ---------------------------
Robert S. Prather Jr.
Director
48
By: William C. Robinson
----------------------------------- ---------------------------
William C. Robinson
Director
By: Edward F. Ryan
----------------------------------- ---------------------------
Edward F. Ryan
Director
49