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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended May 31, 2001
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Commission file number 0-24450
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RAWLINGS SPORTING GOODS COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-1674348
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1859 Intertech Drive, Fenton, Missouri 63026
(Address of Principal Executive Offices) (Zip Code)
(636) 349-3500
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
-------------- ----------------
Number of shares outstanding of the issuer's Common Stock, par value
$0.01 per share, as of June 30, 2001: 8,000,929 shares.
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Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Rawlings Sporting Goods Company, Inc. and Subsidiaries
Consolidated Statements of Income
(Amounts in thousands, except per share data)
(Unaudited)
Quarter Ended Nine Months Ended
May 31 May 31
-------------------------------- -----------------------------------
2001 2000 2001 2000
-------------- -------------- --------------- -----------------
Net revenues.............................................. $42,843 $45,978 $145,325 $143,680
Cost of goods sold........................................ 29,530 30,174 99,009 96,420
-------------- -------------- --------------- -----------------
Gross profit......................................... 13,313 15,804 46,316 47,260
Selling, general and administrative expenses.............. 11,303 12,031 34,109 33,617
Unusual (income) expense.................................. 762 - (210) 1,497
-------------- -------------- --------------- -----------------
Operating income..................................... 1,248 3,773 12,417 12,146
Interest expense.......................................... 1,085 1,439 3,465 4,666
Other expense, net........................................ 121 70 294 221
-------------- -------------- --------------- -----------------
Income from continuing operations
before income taxes.............................. 42 2,264 8,658 7,259
Provision (benefit) for income taxes...................... (78) 794 2,993 2,642
-------------- -------------- --------------- -----------------
Income from continuing operations
before extraordinary item........................ 120 1,470 5,665 4,617
Loss from operations of discontinued
segment, net of tax.............................. - (1,458) - (2,314)
Loss on disposal of discontinued segment including
provision of $1,500 for operating losses during
phaseout period, net of tax...................... - (11,326) - (11,326)
-------------- -------------- --------------- -----------------
Net income (loss) before extraordinary item.......... 120 (11,314) 5,665 (9,023)
Extraordinary item, net of tax............................ - - - (646)
-------------- -------------- --------------- -----------------
Net income (loss)......................................... $120 $(11,314) $5,665 $(9,669)
============== ============== =============== =================
Net income (loss) per common share, basic and
diluted:
Continuing operations............................ $0.01 $0.18 $0.71 $0.58
Discontinued segment............................. - (1.61) - (1.72)
Extraordinary item............................... - - - (0.08)
-------------- -------------- --------------- -----------------
Net income (loss)................................ $0.01 $(1.42) $0.71 $(1.22)
============== ============== =============== =================
Shares used in computing per share amounts:
Basic................................................ 8,035 7,956 8,016 7,937
Assumed exercise of stock options.................... 1 - 1 2
-------------- -------------- --------------- -----------------
Diluted.............................................. 8,036 7,956 8,017 7,939
============== ============== =============== =================
The accompanying notes are an integral part of these consolidated statements.
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Rawlings Sporting Goods Company, Inc. and Subsidiaries
Consolidated Balance Sheets
(Amounts in thousands, except share data)
May 31,
2001 August 31,
(Unaudited) 2000
------------------ ------------------
Assets
Current Assets:
Cash and cash equivalents.................................. $ 717 $1,424
Accounts receivable, net of allowance of
$2,653 and $2,561 respectively.......................... 34,780 28,246
Inventories................................................ 41,532 38,100
Deferred income taxes...................................... 6,079 6,079
Prepaid expenses........................................... 531 819
Net assets of discontinued segment......................... - 2,624
------------------ ------------------
Total current assets................................... 83,639 77,292
Property, plant and equipment, net............................ 7,173 8,873
Deferred income taxes......................................... 17,920 20,802
Other assets.................................................. 1,803 1,211
Net noncurrent assets of discontinued segment................. - 547
------------------ ------------------
Total assets........................................... $110,535 $108,725
================== ==================
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt and
revolving credit agreement............................. $ 38,073 $37,178
Accounts payable........................................... 11,479 13,804
Accrued liabilities........................................ 12,026 10,729
------------------ ------------------
Total current liabilities.............................. 61,578 61,711
Long-term debt, less current maturities....................... 4,353 8,404
Other long-term liabilities................................... 9,291 9,291
------------------ ------------------
Total liabilities...................................... 75,222 79,406
------------------ ------------------
Stockholders' equity:
Preferred stock, none issued............................... - -
Common stock, $0.01 par value, 50,000,000
shares authorized, 7,999,357 and 7,946,338
shares issued and outstanding, respectively............ 80 79
Additional paid-in capital................................. 31,097 30,798
Stock subscription receivable.............................. (1,421) (1,421)
Cumulative other comprehensive loss........................ (1,439) (1,468)
Retained earnings.......................................... 6,996 1,331
------------------ ------------------
Stockholders' equity....................................... 35,313 29,319
------------------ ------------------
Total liabilities and stockholders' equity............. $110,535 $108,725
================== ==================
The accompanying notes are an integral part of these consolidated balance
sheets.
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Rawlings Sporting Goods Company, Inc. and Subsidiaries
Consolidated Statements of Cash Flow
(Amounts in thousands)
(Unaudited)
Nine Months Ended
May 31,
---------------------------------------
2001 2000
----------------- ------------------
Cash flows from operating activities:
Net income (loss)..................................................... $5,665 $(9,669)
Add loss from discontinued segment.................................... - 13,640
Add extraordinary item................................................ - 646
----------------- ------------------
Income from continuing operations..................................... 5,665 4,617
Adjustments to reconcile income from continuing
operations to net cash (used in) provided by continuing
operations:
Depreciation and amortization..................................... 1,674 2,228
Gain on sale of Springfield distribution center................... (1,115) -
Changes in operating assets and liabilities:
Accounts receivable............................................... (6,534) (9,862)
Inventories....................................................... (3,432) (4,554)
Accounts payable.................................................. (2,325) 6,158
Other............................................................. 3,987 5,245
----------------- ------------------
Net cash (used in) provided by continuing operations....................... (2,080) 3,832
Net cash provided by discontinued segment.................................. 1,125 2,396
----------------- ------------------
Net cash (used in) provided by operating activities........................ (955) 6,228
----------------- ------------------
Cash flows from investing activities:
Capital expenditures of continuing operations......................... (691) (657)
Capital expenditures of discontinued segment.......................... (55) (70)
Proceeds from sale of Springfield distribution center................. 2,376 -
Proceeds from sale of discontinued segment ........................... 1,474 -
----------------- ------------------
Net cash provided by (used in) investing activities........................ 3,104 (727)
----------------- ------------------
Cash flows from financing activities:
Net increase (decrease) in short-term borrowings...................... 893 (6,353)
Borrowings of long-term debt.......................................... - 2,500
Repayments of long-term debt.......................................... (4,049) (49)
Issuance of common stock.............................................. 300 225
----------------- ------------------
Net cash used in financing activities...................................... (2,856) (3,677)
----------------- ------------------
Net increase (decrease) in cash and cash equivalents....................... (707) 1,824
Cash and cash equivalents, beginning of period............................. 1,424 904
----------------- ------------------
Cash and cash equivalents, end of period................................... $717 $2,728
================= ==================
The accompanying notes are an integral part of these consolidated statements.
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Rawlings Sporting Goods Company, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Summary of Significant Accounting Policies.
The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission pertaining to interim financial information
and do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. These
financial statements should be read in conjunction with the consolidated
financial statements and accompanying notes included in the Company's Form 10-K
for the year ended August 31, 2000 filed on December 12, 2000. In the opinion of
management, all adjustments consisting only of normal recurring adjustments
considered necessary for a fair presentation of financial position and results
of operations have been included therein. The results for the nine months ended
May 31, 2001 are not necessarily indicative of the results that may be expected
for a full fiscal year.
Note 2: Discontinued Segment
On June 26, 2000 the Company made a strategic decision to seek a buyer
for its Vic hockey business. Vic provided an extensive line of equipment for
hockey including hockey sticks, hockey protective equipment and goalie
protective equipment. The sale of the Vic hockey business was completed during
the quarter ended May 31, 2001 under substantially the same terms as
contemplated when the discontinued operation was originally recorded. Proceeds
from the sale totaled $3,169,000 including cash of $1,474,000 at closing and
$1,695,000 of 7% notes to be received through May 2004.
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Operating results for the hockey business are included in the
Consolidated Statements of Income as loss from discontinued segment through May
31, 2000. Operating results subsequent to May 31, 2000 were included in the
provision for operating losses during the phase-out period that was recorded
during the third quarter of fiscal 2000. Results for the discontinued segment
are as follows (in thousands):
Quarter Ended Nine Months Ended
May 31, May 31,
-------------------------------- ---------------------------------
2001 2000 2001 2000
-------------- -------------- --------------- ---------------
Net revenues.............................................. $ 455 $1,426 $2,664 $5,070
============== ============== =============== ===============
Loss from operations of discontinued segment before
income taxes......................................... $(636) $(1,385) $(2,106) $(2,744)
Provision (benefit) for income taxes...................... - 73 - (430)
-------------- -------------- --------------- ---------------
Net loss from operations of discontinued segment.......... $(636) $(1,458) $(2,106) $(2,314)
============== ============== =============== ===============
Loss on disposal of discontinued segment before
income taxes......................................... $ - $(13,000) $ - $(13,000)
Benefit for income taxes.................................. - (1,674) - (1,674)
-------------- -------------- --------------- ---------------
Net loss on disposal of discontinued segment.............. $ - $(11,326) $ - $(11,326)
============== ============== =============== ===============
Note 3: Unusual (Income) Expense
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 Company is currently leasing the
Springfield distribution center from the buyer until the move to Washington can
be completed in the fourth quarter of fiscal 2001. The gain on the sale of
Springfield of $1,115,000, offset by $905,000 of redundant costs incurred during
the move to Washington, has been included as unusual income in the Consolidated
Statement of Income for the nine months ended May 31, 2001. Redundant costs of
$762,000 incurred during the move to Washington have been included as unusual
expense for the three months ended May 31, 2001.
Unusual expenses in the nine months ended May 31, 2000 included
$759,000 for an early retirement program and $738,000 of costs associated with
the Company's strategic review process.
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Note 4: Inventories
Inventories consisted of the following (in thousands):
May 31, August 31,
2001 2000
---------------------- -----------------------
Raw materials............................. $10,424 $9,777
Work in process........................... 1,911 900
Finished goods............................ 29,197 27,423
---------------------- -----------------------
$41,532 $38,100
====================== =======================
Note 5: Comprehensive Income
For the three months ended May 31, 2001 comprehensive income was
$578,000 compared with a comprehensive loss of $11,666,000 for the comparable
prior year period. For the nine months ended May 31, 2001 comprehensive income
was $5,694,000 compared with a comprehensive loss of $9,846,000 for the nine
months ended May 31, 2000.
Note 6: 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.
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, including products such as golf equipment, footwear,
and activewear. There are no determinable operating expenses for the licensing
segment. The accounting policies of the segments are the same as those for the
Company. The revenues generated and long-lived assets located outside the United
States are not significant and therefore, separate presentation is not required.
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Quarter Ended Nine Months Ended
May 31, May 31,
--------------------------------------- -----------------------------------
2001 2000 2001 2000
-------------------- ------------------ ---------------- ------------------
Net revenues
Sports equipment $41,383 $44,269 $141,439 $139,428
Licensing 1,460 1,709 3,886 4,252
-------------------- ------------------ ---------------- ------------------
Consolidated net revenues $42,843 $45,978 $145,325 $143,680
==================== ================== ================ ==================
Operating income (loss)
Sports equipment $ (212) $2,064 $8,531 $7,894
Licensing 1,460 1,709 3,886 4,252
-------------------- ------------------ ---------------- ------------------
Consolidated operating income $1,248 $3,773 $12,417 $12,146
==================== ================== ================ ==================
May 31, August 31,
2001 2000
-------------------- ------------------
Total assets
Sports equipment $108,998 $104,643
Licensing 1,537 911
Net assets of discontinued segment - 3,171
-------------------- ------------------
Consolidated total assets $110,535 $108,725
==================== ==================
Note 7: Termination of Rights Agreement and Redemption of Rights
At the Company's Annual Meeting of Stockholders held on May 15, 2001,
holders of a majority of the shares of common stock represented at the meeting
voted against the retention of the Company's Rights Agreement, dated July 1,
1994. The Board of Directors of the Company had previously committed to be bound
by such vote and accordingly will terminate the Rights Agreement and redeem the
Rights issued thereunder, effective December 31, 2001.
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Discontinued Segment
On June 26, 2000, the Company made a strategic decision to seek a buyer
for its Vic hockey business. Vic provided an extensive line of equipment for
hockey including hockey sticks, hockey protective equipment and goalie
protective equipment. As described more fully in Note 2 Discontinued Segment,
the sale of the Vic hockey business was completed during the quarter ended May
31, 2001 under substantially the same terms as contemplated when the
discontinued operation was originally recorded.. Vic hockey is accounted for as
a discontinued segment, and accordingly, operating results and net assets are
segregated in the Company's financial statements.
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RESULTS OF OPERATIONS
Quarter Ended May 31, 2001 Compared
with Quarter Ended May 31, 2000
Net revenues for the quarter ended May 31, 2001 were $42,843,000 which
was 6.8% less than net revenues of $45,978,000 for the quarter ended May 31,
2000. The decrease in net revenues was due to lower sales of baseballs (down
$2,398,000), primarily memorabilia (which accounted for $1,688,000 of the
decline in baseball sales), and baseball gloves (down $1,343,000), offset by
increased sales in apparel (up $1,206,000). The decline in baseball net revenues
during the quarter ended May 31, 2001 reflects the current poor economy and
strong revenues last year due to the introduction of one Major League ball for
both leagues.
The Company's gross profit for the quarter ended May 31, 2001 was
$13,313,000, or 15.8%, lower than the gross profit of $15,804,000 for the same
period last year. The gross profit margin for the quarter was 31.1%, 3.3 margin
points lower than the comparable prior year quarter. The decrease in gross
profit was primarily due to lower net revenues of memorabilia baseballs and
baseball gloves.
Selling, general and administrative (SG& A) expenses of $11,303,000
were $728,000, or 6.1%, lower than the comparable prior year quarter. As a
percent of net revenues SG&A expenses were 26.4% this year compared to 26.2%
last year. Year to year decrease in dollars of expense was experienced in almost
all categories with the exception of advertising and promotion. However, the
lower sales level more than offset the decrease in dollars spent and therefore
accounted for the .2 percentage point increase in SG&A as a percent of net
revenues.
Unusual expense for the quarter ended May 31, 2001 was $762,000, which
consisted of redundant costs associated with the previously announced facilities
consolidation.
Interest expense for the three months ended May 31, 2001 was
$1,085,000, or 24.6%, lower than interest expense of $1,439,000 last year. Lower
average interest rates of 2.3 percentage points and lower average borrowings by
$1,100,000 accounted for the decrease in interest expense.
Net revenues from the discontinued segment for the quarter ended May
31, 2001 were $455,000 compared to $1,426,000 for the same period of the prior
year. Loss from operations was $636,000 down from $1,458,000 last year. As
previously mentioned, the sale of the Vic hockey business was completed during
the quarter ended May 31, 2001.
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Nine Months Ended May 31, 2001 Compared with the
Nine Months Ended May 31, 2000
Net revenues from continuing operations for the nine months ended May
31, 2001 were $145,325,000 which was 1.1% higher than the $143,680,000 of net
revenues in the comparable nine month period last year. Increased revenues were
experienced in apparel (up $1,880,000), footballs (up $1,038,000), basketballs
(up $878,000), and baseballs (up $369,000 even with a decline in radar
speed-sensing baseballs of $717,000). Offsetting declines were recorded in
baseball gloves (down $1,788,000) and licensing revenue (down $366,000).
The Company's gross profit for the nine months ended May 31, 2001 was
$46,316,000 or 2.0% less than the gross profit of $47,260,000 for the same
period last year. The gross profit margin declined 1.0 percentage point to 31.9%
from 32.9% for the first nine months of the prior year. The decrease in gross
profit was primarily due to lower net revenues of baseball gloves.
SG&A expenses for the nine months ended May 31, 2001 were $34,109,000,
1.5% above SG&A expenses of $33,617,000 for the comparable prior year period.
The increase in SG&A expenses was primarily related to advertising and
promotion, player endorsements and salaries and wages partially offset by a
decrease in depreciation. As a percent of net revenues SG&A expenses were 23.5%,
up .1 percentage point from 23.4%.
Unusual income of $210,000 for the nine months ended May 31, 2001 is
comprised of the $1,115,000 gain on the sale of the Springfield distribution
center offset by $905,000 of redundant costs incurred during the previously
announced facilities consolidation. Unusual expenses in the nine months ended
May 31, 2000 included $759,000 for an early retirement program and $738,000 of
costs associated with the Company's strategic review process.
Interest expense totaled $3,465,000 for the nine months ended May 31,
2001 compared to $4,666,000 for the same period last year. Average borrowings
were down by $4,657,000 and average interest rates were down by 1.8 percentage
points. Together they accounted for the 25.7% decrease in interest expense.
The extraordinary item of $646,000 in the nine months ended May 31,
2000 was due to the write-off of deferred financing costs associated with the
early extinguishment of the previous credit facility.
Net revenues from the discontinued segment for the nine months ended
May 31, 2001 were $2,664,000 compared with $5,070,000 for the nine months ended
May 31, 2000. Net loss from operations for the discontinued segment for the nine
months ended May 31, 2001 was $2,106,000 versus $2,314,000 for the comparable
prior year period.
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Liquidity and Capital Resources
Working capital increased $6,480,000 during the nine months ended May
31, 2001 primarily as a result of a seasonal increase in accounts receivable and
inventories and a decrease in accounts payable, offset by an increase in short
term borrowings under the revolving credit agreement and a decrease in net
assets of discontinued segment.
Net cash used in operating activities for the nine months ended May 31,
2001 was $955,000 compared to $6,228,000 provided by operating activities for
the nine months ended May 31, 2000. The decrease was due to a reduction in
accounts payable this year compared to an increase last year.
Capital expenditures were $746,000 for the nine months ended May 31,
2001. The Company expects capital expenditures for fiscal 2001 to be
approximately $1,100,000.
The Company repaid $3,156,000 of its outstanding debt in the nine
months ended May 31, 2001. This resulted in total debt of $42,426,000 as of May
31, 2001 or $4,820,000 lower than total debt of $47,246,000 as of May 31, 2000.
Management believes that the Company's current credit facility is sufficient to
adequately finance its existing and future operations.
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. The Company
has made a concerted effort to reduce these extended term sales and as a result
may have moved some sales to later months to avoid the extended term at the same
time preserving the early spring dating. In addition, an increasing number of
customers are on automatic replenishment systems; therefore, more orders are
received on a ship-at-once
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basis. This change has resulted in shipments to the customer closer to the time
the products are actually sold. This trend has and may continue to have the
effect of shifting the seasonality and quarterly results of the Company with
higher inventory and debt levels required to meet orders for immediate delivery.
To offset these risks, the Company implemented in 1999 for the Spring 2000
season a Port of Entry (POE) program to encourage retailers to place 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.
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 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 in this document as
well as those discussed elsewhere in other 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.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
The Company has certain 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 $42,344,000 as of May 31, 2001. A change in
interest rates of 1% on the balance outstanding at May 31, 2001 would cause a
change in total annual earnings and cash flows of $423,000 assuming other
factors are held constant.
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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.
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Part II.
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2 Changes in Securities and Use of Proceeds
None.
Item 3. Defaults on Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The annual Stockholders' Meeting was held on May 15, 2001. At the
meeting the following matters were voted upon by the stockholders and
received the following votes:
The following nominees were elected as directors to serve until the
annual meeting of stockholders following the Company's fiscal year
ending August 31, 2003:
Number of Number of
Nominee Votes For Votes Withheld
- ----------------------------- ---------------------- ----------------------
Andrew N. Baur 7,248,631 189,757
Stephen M. O'Hara 7,253,781 184,607
Robert S Prather, Jr. 7,129,759 308,629
The following directors' term of office continued after the meeting:
Linda L. Griggs
W. James Host
Michael McDonnell
William C. Robinson
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The approval of an amendment to the Company's 1994 Non-Employee
Directors' Stock plan to increase the total number of shares of the
Company's Common Stock available for issuance thereunder from 50,000 to
250,000:
For Against Abstain
- -------------------- --------------- --------------
7,096,849 317,013 24,526
The ratification of the Board of Directors' selection of Arthur
Andersen LLP as independent public accountants of the Company for the
Company's fiscal year ending August 31, 2001:
For Against Abstain
- ---------------------- ------------------- ------------------
7,373,408 29,948 35,032
The consideration of whether to retain the Rights Agreement, dated July
1, 1994:
For Against
Retention Retention Abstain Non-Vote
- -------------------- --------------- -------------- ---------------
1,151,692 3,044,322 82,660 3,159,714
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RAWLINGS SPORTING GOODS COMPANY, INC.
Date: July 11, 2001 /s/Stephen M. O'Hara
--------------------------------------------
Stephen M. O'Hara
Chairman of the Board and
Chief Executive Officer
Date: July 11, 2001 /s/ William F. Lacey
--------------------------------------------
William F. Lacey
Vice President and Chief Financial Officer
(Principal Accounting Officer)
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