SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001.
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from____________to_____________
Commission File Number: 33-86354
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
RAWLINGS SPORTING GOODS COMPANY, INC. SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
RAWLINGS SPORTING GOODS COMPANY, INC.
1859 Intertech Drive
Fenton, Missouri 63026
REQUIRED INFORMATION
The financial statements and schedules of Rawlings Sporting Goods Company, Inc.
Savings Plan (the "Plan") for the fiscal year ended December 31, 2001, required
pursuant to this Form 11-K, prepared in accordance with the financial reporting
requirements of ERISA are included herewith (pages 1 through 11). A written
consent of the accountant required with respect to the incorporation by
reference of the foregoing financial statements of the Plan is included herewith
as Exhibit 23.1.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustee has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
RAWLINGS SPORTING GOODS COMPANY,
INC. SAVINGS PLAN
By: Rawlings Sporting Goods Company, Inc.,
Plan Administrator
Dated: July 1, 2002 By: /s/
-------------------------------------
Name: Steven M. Walden
-----------------------------------
Title: Treasurer
----------------------------------
2
RAWLINGS SPORTING GOODS COMPANY INC. SAVINGS PLAN
FORM 11-K
INDEX
<Table>
<Caption>
PAGE DESCRIPTION
- ---- -----------
1 Independent Auditor's Report - 2001 (KPMG)
2 Independent Auditor's Report - 2000 (Arthur Andersen)
3 Financial Statements - Statement of Assets
4 Statement of Changes in Assets
5 Notes to Financial Statements
10 Schedule of Assets
11 Schedule of Reportable Transactions
Exhibit 23.1 Independent Auditor's Consent and Notes
</Table>
INDEPENDENT AUDITORS' REPORT
The Compensation Committee
Rawlings Sporting Goods Company, Inc.'s
Board of Directors:
We have audited the accompanying statement of assets available for plan benefits
of the Rawlings Sporting Goods Company, Inc. Savings Plan (the Plan) as of
December 31, 2001 and the related statement of changes in assets available for
plan benefits for the year then ended. These financial statements and the
supplemental schedules referred to below are the responsibility of the plan
administrator. Our responsibility is to express an opinion on these financial
statements and supplemental schedules based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits of the Plan as of
December 31, 2001, and the changes in assets available for plan benefits for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental schedules I and II are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
are the responsibility of the plan administrator. The supplemental schedules
have been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
St. Louis, Missouri
June 28, 2002
1
[ARTHUR ANDERSON LOGO]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Compensation Committee of the
Rawlings Sporting Goods Company, Inc.'s
Board of Directors:
We have audited the accompanying statements of net assets available for plan
benefits of the Rawlings Sporting Goods Company, Inc. Savings Plan (the Plan) as
of December 31, 2000 and 1999, and the related statement of changes in net
assets available for plan benefits for the year ended December 31, 2000. These
financial statements and the schedules referred to below are the responsibility
of the Plan Administrator. Our responsibility is to express an opinion on these
financial statements and schedules 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 net assets available for plan benefits of the Plan as
of December 31, 2000 and 1999, and the changes in net assets available for plan
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental Schedules I and II are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
June 1, 2001
THIS IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP AND THE
REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.
2
RAWLINGS SPORTING GOODS COMPANY, INC.
SAVINGS PLAN
Financial Statements and Supplemental Schedules
December 31, 2001 and 2000
(With Independent Auditors' Report Thereon)
INDEPENDENT AUDITORS' REPORT
The Compensation Committee
Rawlings Sporting Goods Company, Inc.'s
Board of Directors:
We have audited the accompanying statement of assets available for plan benefits
of the Rawlings Sporting Goods Company, Inc. Savings Plan (the Plan) as of
December 31, 2001 and the related statement of changes in assets available for
plan benefits for the year then ended. These financial statements and the
supplemental schedules referred to below are the responsibility of the plan
administrator. Our responsibility is to express an opinion on these financial
statements and supplemental schedules based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits of the Plan as of
December 31, 2001, and the changes in assets available for plan benefits for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental schedules I and II are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
are the responsibility of the plan administrator. The supplemental schedules
have been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
St. Louis, Missouri
June 28, 2002
Independent Auditors' Consent
The Board of Directors
Rawlings Sporting Goods Company, Inc.:
We consent to the incorporation by reference in the registration statement (No.
33-86354) on Form S-8 of Rawlings Sporting Goods Company, Inc. of our report
dated June 28, 2002, with respect to the statement of assets available for plan
benefits of the Rawlings Sporting Goods Company, Inc. Savings Plan as of
December 31, 2001, and the related statement of changes in assets available for
plan benefits for the year then ended, and the related schedules, which report
appears in the December 31, 2001, annual report on Form 11-K of Rawlings
Sporting Goods Company, Inc.
St. Louis, Missouri
July 1, 2002
2
RAWLINGS SPORTING GOODS COMPANY, INC.
SAVINGS PLAN
Statements of Assets Available for Plan Benefits
December 31, 2001 and 2000
2001 2000
-------------- -------------
Investments $5,109,974 6,316,620
Other assets:
Employee contributions receivable 92,597 109,401
Employer contributions receivable 37,119 67,142
Investment income receivable -- 2,339
---------- ----------
Assets available for plan benefits $5,239,690 6,495,502
========== ==========
See accompanying notes to financial statements.
3
RAWLINGS SPORTING GOODS COMPANY, INC.
SAVINGS PLAN
Statements of Changes in Assets Available for Plan Benefits
Years ended December 31, 2001 and 2000
2001 2000
------------- -------------
Additions:
Employee contributions $ 742,796 757,650
Employer contributions 296,884 307,864
Rollovers 19,939 30,829
Interest income 78,006 196,739
Net depreciation in the fair value of investments (1,503,048) (787,363)
----------- -----------
Total additions (365,423) 505,719
----------- -----------
Deductions:
Benefits paid to participants (874,709) (812,348)
Administrative expenses (15,680) (13,492)
----------- -----------
Total deductions (890,389) (825,840)
----------- -----------
Decrease in assets available for benefits (1,255,812) (320,121)
Assets available for plan benefits at beginning of year 6,495,502 6,815,623
----------- -----------
Assets available for plan benefits at end of year $ 5,239,690 6,495,502
=========== ===========
See accompanying notes to financial statements
4
RAWLINGS SPORTING GOODS COMPANY, INC.
SAVINGS PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(1) DESCRIPTION OF PLAN
(a) GENERAL
The Rawlings Sporting Goods Company, Inc. Savings Plan (the
Plan) is a voluntary contributory defined contribution plan
for all eligible employees of Rawlings Sporting Goods Company,
Inc. (the Company). The Plan was established under the
provisions of Section 401(a) of the Internal Revenue Code and
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The Corporate Treasurer is the
plan administrator and the assets of the Plan are held in
trust by Comerica Bank (the Trustee). More complete
information regarding the Plan's provisions may be found in
the plan document.
(b) ELIGIBLE PARTICIPANTS
Each eligible employee shall become a participant in the Plan
on the date coinciding with completion of six months of
service.
(c) CONTRIBUTIONS
Eligible employees may contribute between 1% and 10% of their
annual compensation to the Plan. The Company provides a
matching contribution of 1/2 of 1% for each 1% (up to a
maximum of 6%) of the total amount of compensation deferred by
the participant per year. The Company matches in shares of
Rawlings Sporting Goods Company, Inc. common stock. Company
matching contributions are made monthly, and the number of
shares allocated to the participant's account is based upon
the market value of the stock as of the date contributed. In
addition, the value of shares allocated to the participant's
account cannot be transferred to the other investment funds
offered by the Plan. Forfeitures in 2001 and 2000 were
insignificant and were used to reduce the Company's
contributions.
(d) VESTING
The salary deferral contributions of each participant's
account is fully vested at all times. Prior to October 31,
1996, the Company matching contributions became 100% vested
after an employee had completed five years of service or
became disabled while employed by the Company. Effective
October 31, 1996, the vesting schedule was amended as follows:
VESTED
COMPLETED YEARS OF SERVICE PERCENTAGE
--------------------------------------- -------------------
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
5
(Continued)
RAWLINGS SPORTING GOODS COMPANY, INC.
SAVINGS PLAN
Notes to Financial Statements
December 31, 2001 and 2000
Years of service for vesting purposes includes service with a
company which was affiliated with the Company at the time the
participant was employed.
(e) BENEFITS
Participants are entitled to receive the vested balance of
their accounts upon death, total disability, retirement or
termination of employment, or upon request after reaching age
59-1/2. Any participants who have suffered a hardship (as
defined by the Internal Revenue Service and the Plan) may also
withdraw all or any portion of their account balances.
(f) INVESTMENT OPTIONS
Participants direct contributions into any of the following
ten investment funds, for which a description of each fund's
general investment strategy is provided below:
COMPANY STOCK FUND
This fund is invested in shares of Rawlings Sporting Goods
Company, Inc. common stock. Any dividends which are paid by
the Company on its stock will be reinvested in shares of
Rawlings Sporting Goods Company, Inc. common stock.
INVESTMENT CONTRACT FUND
This is an investment fund that seeks to safeguard principal
and offer a total return that will exceed the returns of money
market funds. This fund invests in high quality investment
contracts of selected insurance companies and banks based on
financial strength, asset quality, and profitability.
MUNDER U.S. GOVERNMENT INCOME FUND K
This bond fund has an average maturity of 6 to 15 years that
invests in a full spectrum of U.S. Government securities to
provide high current income. This fund's strategy emphasizes
sector analysis, examination of the relationship among
interest rates, and issue selection.
AIM BALANCED FUND A
This is a balanced fund that seeks to invest in a diversified
selection of stock for growth and bonds for income. Stocks
chosen for this fund are expected to grow at a rate faster
than the average company and bonds chosen are investment
grade. The mix of stock, bonds, and money market investments
may be adjusted to take advantage of changing market
conditions.
NEUBERGER BERMAN PARTNERS TRUST FUND
This growth fund seeks to invest primarily in undervalued
common stocks of established companies. The fund may invest in
preferred stocks and convertible securities.
6
(Continued)
RAWLINGS SPORTING GOODS COMPANY, INC.
SAVINGS PLAN
Notes to Financial Statements
December 31, 2001 and 2000
MUNDER INDEX 500 FUND K
This common stock fund seeks long-term growth by tracking the
return and risk profiles of the S&P 500 index, which consists
of large U.S. company stocks. The fund owns the same 500
stocks as the index at all times. This strategy provides broad
exposure to the U.S. equity market.
JANUS FUND
This growth fund seeks to invest primarily in common stocks of
larger, more established companies that are experiencing
increasing demand for their products and services, or are in a
favorable regulatory climate.
MFS MIDCAP GROWTH FUND A
This fund invests at least 65% of its total assets in equity
securities of companies with medium market capitalization that
are believed to have above-average growth potential.
DREYFUS FOUNDERS DISCOVERY FUND
This growth fund seeks to invest in small, rapidly growing
U.S. companies that have above-average growth potential. The
fund is diversified but has a significant investment in
technology stocks.
AIM GLOBAL GROWTH FUND A
This fund seeks to invest the majority of its assets in large
and medium-size companies which are expected to experience
dramatic earnings growth. The fund focuses on top-performing
stock, not countries, and emphasizes investments in the U.S.,
Europe, and Pacific Rim.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
The financial statements of the Plan are maintained on an
accrual basis of accounting, except for benefit payments to
participants, which are recorded when paid. The Plan's
investments are stated at fair value, as determined by the
Trustee and based on publicly stated price information. The
Investment Contract Fund is stated at contract value. Contract
value represents contributions made under the contract, plus
interest at the contract rate, less funds used to pay
benefits.
(b) ADMINISTRATIVE EXPENSES
In general, costs of administration are charged to the Plan.
(c) USE OF ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America require management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported additions to and deductions from net assets available
for benefits during the reporting period. Actual results could
differ from those estimates.
7
(Continued)
RAWLINGS SPORTING GOODS COMPANY, INC.
SAVINGS PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(3) INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by
a letter dated January 27, 1993, that the Plan is qualified and the
trust established under the Plan is tax-exempt under the appropriate
sections of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter.
However, the plan administrator and the Plan's counsel believe that the
Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore they
believe that the Plan was qualified and the related trust was
tax-exempt as of the financial statement date.
(4) TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA.
(5) INVESTMENTS
The following presents investments that represent 5% or more of the
Plan's assets:
DECEMBER 31
---------------------------
2001 2000
------------- ------------
Rawlings Sporting Goods Company, Inc. Common Stock $1,392,612 2,259,199
Investment Contract Fund 479,969 438,837
AIM Balanced Fund A 700,513 838,455
Neuberger Berman Partners Trust Fund 674,448 766,403
Munder Index 500 Fund K 811,017 1,134,736
Dreyfus Founders Discovery Fund 394,383 400,818
During 2001, the Plan's investments (including realized and unrealized gains and
losses on investments bought and sold, as well as held during the year)
depreciated in value by $1,503,048 as follows:
Rawlings Sporting Goods Company, Inc. Common Stock $ (982,782)
Mutual funds (520,266)
-----------
$(1,503,048)
===========
8
(Continued)
RAWLINGS SPORTING GOODS COMPANY, INC.
SAVINGS PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(6) NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed
investments as of and for the year ended December 31, 2001 is as
follows:
Net assets of nonparticipant-directed funds (Rawlings Sporting Goods
Company, Inc. Common Stock) as of December 31, 2000 $ 871,155
Contributions 296,884
Net depreciation (402,469)
Benefits paid to participants (157,570)
---------
Net assets of nonparticipant-directed funds (Rawlings Sporting Goods
Company, Inc. Common Stock) as of December 31, 2001 $ 608,000
=========
9
SCHEDULE I
RAWLINGS SPORTING GOODS COMPANY, INC.
SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
FAIR
DESCRIPTION OF INVESTMENT COST VALUE
- ---------------------------------------------------------------------- --------------- ---------------
Rawlings Sporting Goods Company, Inc. Common Stock -
nonparticipant directed (a) $ 1,583,449 608,000
Rawlings Sporting Goods Company, Inc. Common Stock -
participant directed (a) 784,612
Investment Contract Fund 479,969
Munder U.S. Government Income Fund K 168,263
AIM Balanced Fund A 700,513
Neuberger Berman Partners Trust Fund 674,448
Munder Index 500 Fund K 811,017
Janus Fund 197,320
MFS Midcap Growth Fund A 172,952
Dreyfus Founders Discovery Fund 394,383
AIM Global Growth Fund A 118,497
----------
$5,109,974
==========
(a) Also a party-in-interest.
See accompanying independent auditors' report.
10
SCHEDULE II
RAWLINGS SPORTING GOODS COMPANY, INC.
SAVINGS PLAN
Schedule H, Line 4j - Schedule of Reportable Transactions
Year ended December 31, 2001
PURCHASES SALES
--------------------------------- --------------------------------------------------------------
Description of NUMBER OF PURCHASE NUMBER OF COST OF SELLING NET GAIN
investments TRANSACTIONS PRICE TRANSACTIONS ASSETS PRICE (LOSS)
- ----------------------------- ---------------- --------------- -------------- --------------- -------------- -------------
Rawlings Company Stock (a) 16 $ 139,022 37 $ 314,111 148,893 (235,218)
(a) Also a party-in-interest.
See accompanying independent auditors' report.
11
NOTE: The financial statements of the Rawlings Sporting Goods Company, Inc.
Savings Plan (the "Plan") for the year ended December 31, 2000 have been audited
by Arthur Andersen LLP ("Andersen"), independent public accountants. Effective
June 13, 2002, our Board of Directors engaged KPMG LLP as independent auditors
and dismissed Andersen. We have not been able to obtain, after reasonable
efforts, the written consent of Andersen to our incorporation by reference in
the Registration Statement on Form S-8 (No. 33-86354) pertaining to the Plan of
Andersen's report dated June 1, 2001 with respect to the financial statements
and the supplemental schedules of the Plan included in this Annual Report on
Form 11-K for the year ended December 31, 2000, as required by Section 7 of the
Securities Act of 1933, as amended. Accordingly, you may be unable to recover
amounts sought in any action against Andersen under the Securities Act of 1933
and the regulations thereunder, and therefore any right of recovery may be
limited as a result of the lack of Andersen's consent
13
Note to Exhibit 23.1
The financial statements of the Rawlings Sporting Goods Company, Inc. Savings
Plan (the "Plan") for the year ended December 31, 2000 have been audited by
Arthur Andersen LLP ("Andersen"), independent public accountants. Effective June
13, 2002, our Board of Directors engaged KPMG LLP as independent auditors and
dismissed Andersen. We have not been able to obtain, after reasonable efforts,
the written consent of Andersen to our incorporation by reference in the
Registration Statement on Form S-8 (No. 33-86354) pertaining to Andersen's
report dated June 1, 2001 with respect to the financial statements and the
supplemental schedules of the Plan included in this Annual Report on Form 11-K
for the year ended December 31, 2000, as required by Section 7 of the Securities
Act of 1933, as amended. Accordingly, you may be unable to recover amounts
sought in any action against Andersen under the Securities Act of 1933 and the
regulations thereunder, and therefore any right of recovery may be limited as a
result of the lack of Andersen's consent.