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, 2002.
Commission File Number: 0-24450
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
1859 Bowles Avenue, 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, 2002 was $44,164,062.
The number of shares of the registrant's Common Stock, $.01 par value,
outstanding as of October 31, 2002 was 8,088,656.
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...............................................................................15
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.........................................................................17
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations...........18
Item 7a. Quantitative and Qualitative Disclosures Above Market Risk......................................22
Item 8. Financial Statements and Supplementary Data ....................................................23
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............43
PART III ................................................................................................44
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Item 10. Directors and Executive Officers of the Registrant..............................................44
Item 11. Executive Compensation..........................................................................45
Item 12. Security Ownership of Certain Beneficial Owners and Management..................................45
Item 13. Certain Relationships and Related Transactions..................................................45
Item 14. Controls and Procedures.........................................................................45
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.................................45
ii
PART I
ITEM 1. BUSINESS.
General
Rawlings Sporting Goods Company, Inc. ("Rawlings" or the "Company"), is
the leading marketer and manufacturer of baseball equipment in North America and
also is a leading supplier of other 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 baseball
products, including the logos of Major League Baseball (MLB), All-Star Game and
World Series games, and National Collegiate Athletic Association (the "NCAA").
In addition, Rawlings' products are endorsed by more than 35 college coaches, 28
sports organizations and numerous athletes, including approximately 700 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. Recent
product innovations include the three-finger Vise glove and the ten panel (Ten)
basketball. 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, socks,
and apparel, 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 2003. The
Company is the leading supplier of baseball gloves to Major and Minor League
players.
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In 1999, Rawlings became the official supplier of baseballs for the
NCAA baseball World Series and tournament with an agreement expiring in 2004.
Since 1986, Rawlings had 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 under an agreement, that expired in August 2002 and was
not renewed. In October, 2002 Rawlings became the official sponsor of the
National Federation of State High School Associations (NFHS) for baseballs,
softballs, basketballs, footballs, soccer balls, and volleyballs.
Products and Markets
The following is a summary of net revenues by principal product line
for the three fiscal years ended August 31, 2002. Also, refer to Note 17 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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2002 2001 2000
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Sports Equipment:
Baseball $108.8 $107.0 $107.6
Basketball, football, soccer, and volleyball 31.0 33.6 32.6
Apparel 24.9 25.7 24.4
Miscellaneous 3.5 3.1 3.7
Licensing 5.5 5.1 5.6
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Net Revenues $173.7 $174.5 $173.9
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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
138 styles, which are often customized to meet customer preferences. Its gloves
range in retail price from $5.99 for beginners to more than $330.00 for the Pro
Preferred(R) series introduced in 2000. Rawlings' Heart of the Hide(R) series
and the 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
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tradition of developing innovative products in consultation with players and
coaches. Rawlings has continued to be a leader in baseball glove design and
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. In
2002 the Company introduced the Vise glove which has a three-finger design with
an expanded pocket area which causes the glove to collapse around the ball.
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. The Rawlings' line of wood bats is manufactured
at its Dolgeville, New York facility under the Rawlings(R) and Adirondack(R)
names.
The Company has launched a line of aluminum baseball and softball bats,
highlighted by its new 1050 series and slow-pitch Silverback bats. The Company
has targeted aluminum bats for
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aggressive growth in future years. The Company is also seeking growth in
softballs and batter's gloves which are categories the Company believes it has
substantial growth potential.
Basketball, Football, Soccer and Volleyball. Rawlings sells 30
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. Rawlings recently introduced its patented Ten basketball which uses ten
panels to improve handling, grip, control, and shooting. The Company is the
official supplier of basketballs to the National Association of Intercollegiate
Athletics and the National Junior College Athletic Association. Since 1986,
Rawlings had 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 expired in August 2002 and was not
renewed.
Rawlings sells 28 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. Rawlings supplies the
official football to the National Association of Intercollegiate Athletics. In
October, 2002 Rawlings signed an agreement to be the official sponsor of NFHS
basketballs, footballs, soccer balls, and volleyballs, as well as baseballs and
softballs. The Company expects to promote the NFHS balls at retail. The Company
has also recently launched new soccer ball and volleyball lines for retail sale
and team use.
Apparel. Rawlings has been selling team uniforms for approximately 100
years. Under an agreement with Major League Baseball, Rawlings is the official
uniform for eight Major League Baseball teams and has the exclusive retail
rights for authentic uniforms for these teams. The Company also sells uniforms
to 80 Minor League teams. The Company determined that the cost of the Major
League Baseball uniform contract was not an economically justifiable expense
therefore the Company does not expect to renew the contract when it expires in
December 2002. Apparel comprised 14.3 percent of the net revenues of the Company
in the year ended August 31, 2002. Approximately 37 percent of the apparel
revenues were from sales of custom uniforms, which are manufactured in the
Company's Licking, Missouri facility. Rawlings has announced its intention to
close the Licking facility in mid 2003 and move production to the Company's
Costa Rica and Washington, Missouri facilities. Rawlings believes it has growth
opportunities in its current team apparel business, as well as, in the larger
active wear apparel market. The Company has recently reorganized its marketing
team to better focus on building its apparel business.
Miscellaneous. Rawlings derives other net revenues from its outlet
store and from its leather tanning facility. The outlet store sells seconds,
irregular quality, discontinued and overstocked items. Approximately 35 percent
of the leather tanned at Rawlings' tanning facility is sold to third parties for
use in a variety of products.
4
Licensing
For the year ended August 31, 2002, the Company generated $5.5 million
of licensing revenues on approximately $121 million of sales made by third
parties in Japan, the United States and Italy 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 clothing sold in Japan. In 2000, the license with
ASICS Corporation was expanded to include all active wear in Japan.
In the United States, Rawlings currently has licensing agreements with
12 companies, which are using the Rawlings(R) brand name on various products
including shoes, socks, games and toys, golf equipment, sports bags, apparel and
baseball accessories. The Company also has a licensing agreement with a company
in Italy selling activewear. 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. In July 2002 Rawlings entered into an agreement with Equity
Management, Inc., a licensing management firm, to expand the Company's licensing
line and manage the overall program.
Foreign
The Company's foreign net revenues constituted approximately 4.7
percent of its total net revenues in the year ended August 31, 2002. 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, 2002, approximately $4.2 million, or 2.4 percent 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 various
foreign countries. 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 4,700 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 Kmart). In recent years, sales to sporting goods chains and mass
merchandisers have accounted for an increasing
5
amount of the net revenues of Rawlings. Sales to the ten largest customers of
Rawlings constituted approximately 43 percent of the total net revenues of
Rawlings in the year ended August 31, 2002 including one customer (Wal-Mart)
which accounted for approximately 17 percent of 2002 net revenues.
The Company has 42 direct sales employees and six 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 facilities in Washington and Licking, Missouri;
Dolgeville, New York; Tullahoma, Tennessee and Brantford, Ontario, Canada.
The consolidation of the Company's distribution facilities formerly
located in Springfield, Missouri to a single location in Washington, Missouri
was completed in the fourth quarter of fiscal 2001. Distribution formerly at
Ava, Missouri was consolidated into Washington in the first quarter of 2002 and
distribution currently handled in Licking, Missouri is expected to be
consolidated into Washington in 2003.
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.
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: Major League Baseball Properties, Inc. (National League,
American League, All-Star, World Series, Divisional Playoffs and League
Championship Series games); the NCAA (baseball games); 19 Minor Leagues (Minor
League games); the NFHS; 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 700 Major League Baseball players such as Ken
Griffey Jr., Derek Jeter, Randy Johnson, Pedro Martinez, Alex Rodriquez and
Sammy Sosa. The Company's basketball products carry
6
endorsements from approximately 24 college coaches including basketball's Lute
Olson, Quin Snyder, and Kristy Curry. The Company's football products are
endorsed by Peyton Manning of the Indianapolis Colts.
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; the NCAA baseball contract, and the NFHS baseball, softball,
basketball, football, soccer ball and volleyball contract, 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 Major
League Baseball Properties, Inc., the Minor Leagues, the NCAA or the NFHS.
Manufacturing, Product Procurement and Raw Materials
Products manufactured in Rawlings' five plants constituted
approximately 23 percent of its net revenues in the year ended August 31, 2002
and the balance was derived from the sale of products manufactured by
third-parties in Asia, Latin America, Canada, South Africa, 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 61 percent 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. The Company recently announced its
intention to close the Licking, Missouri apparel manufacturing facility in mid
2003. Production will be moved to Rawlings' Costa Rica and Washington, Missouri
facilities. The relocation of the manufacturing operations performed at Ava,
Missouri to the new location in Washington, Missouri began in the fourth quarter
of fiscal 2001 and was completed in the first quarter of fiscal 2002. The
Company's philosophy is to manufacture internally when it provides a competitive
advantage; otherwise, the Company seeks to outsource production.
Rawlings obtains its raw materials from various sources which it
considers to be adequate for
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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
Pro Preferred(R) and 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.
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, 2002, Rawlings held 35 U.S.
and 8 non U.S. patents, and had 3 U.S. and 23 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.), Nike, Easton, Hillerich
& Bradsby, and Mizuno Company Limited in the baseball product line; Wilson
Sporting Goods Company, Spalding, Nike 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
February 28. 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
8
receivable. Most of the Company's large customers are on automatic replenishment
systems; therefore, more orders are received on a ship-at-once basis. This
results in the Company producing or purchasing inventory against customer
forecasts and shipping to the customer closer to the time the products are
actually sold. This process to meet orders for immediate delivery increases
inventory and debt levels and creates inventory forecast risks. To offset these
risks, the Company has a Port of Entry (POE) program to encourage retailers to
place and receive early orders.
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, 2002, Rawlings employed approximately 935 people on a
full-time basis, of whom 482 were based in the United States, 445 in Costa Rica
and 8 in Canada. Of the total number of employees, approximately 780 were
engaged in manufacturing and distribution, 108 were engaged in marketing and
sales and 47 were engaged in administration. Approximately 128 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 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. The
Union of Needletrades of Industrial Textile Employees, AFL-CIO-CLC Agreement has
been extended until November 2003. 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, 2002 approximately 172 people were
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 note that any such performance, and actual
9
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 including the financial projections 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 63 percent of the total net revenues of Rawlings in the year ended
August 31, 2002. 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 loss of the Major League Baseball exclusive supplier
contract could have a material adverse effect on the Company's sales as could
poor weather conditions during the spring baseball retail-selling season.
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
February 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 43 percent of the total net revenues of
Rawlings in the year ended August 31, 2002, including one customer, Wal-Mart,
which accounted for approximately 17 percent of 2002 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 adverse effect on the Company. See "Legal Proceedings."
10
Competition. Rawlings competes with numerous national and international
companies, which manufacture and distribute broad lines of sporting goods and
related equipment and sports clothing. Some of the Company's competitors (e.g.
Nike) are larger and have substantially greater financial and other resources
than Rawlings. A change in the competitive environment could have an adverse
effect on the Company's results of operations and financial condition.
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 Financial Condition and Results of
Operations -- 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. 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) changes in the
currency exchange rate related to the Japanese yen; (v) 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 (vi) 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 47 Chairman of the Board and Chief Executive Officer
Howard B. Keene 60 President
Ted C. Sizemore 57 Senior Vice President, Worldwide Baseball Affairs
William F. Lacey 45 Vice President and Chief Financial Officer
J. Michael Thompson 45 Vice President, Sales
James M. Hughes 51 Vice President, Pro Baseball
Kenneth C. West 60 Vice President, Manufacturing
Stanley W. Lippelman 34 Vice President, Marketing
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 was 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 and general
management 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.
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. 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
12
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.
James M. Hughes has served as Vice President, Pro Baseball since August
2001, with primary responsibility for promoting the Company's brand name in
professional baseball. Mr. Hughes joined Rawlings in June 1982 as a professional
and college representative and was promoted in January 1993 to Director Pro
Department. Prior to 1982, Mr. Hughes was a Major League and Minor League
Baseball player including pitching for the Minnesota Twins in 1974 through 1977.
Mr. Hughes has an undergraduate degree from Cal State Fullerton.
Kenneth C. West has served as Vice President, Manufacturing since June
2002. From April 2000 to June 2002 Mr. West served as Vice President,
Manufacturing and Distribution. From December 1997 until April 2000, Mr. West
was Vice President, Operations of Designer Checks, Inc., a manufacturer of
direct to consumer bank checks. From December 1994 to December 1997 Mr. West
served as Director of Engineering, ultimately Vice President, Manufacturing of
DP Fitness, Inc. (aka Diversified Products Corporation) a manufacturer of home
fitness products. Prior to 1994 Mr. West held various manufacturing and
engineering positions at consumer products companies including Ryobi Motor
Products, Inc., Toastmaster Inc., W.L.Jackson Manufacturing Company and Olin
Corporation. Mr. West has an undergraduate degree from Columbia College.
Stanley W. Lippelman has served as Vice President, Marketing since June
2002. From October 2000 until May 2002, Mr. Lippelman served as the Director of
Consumer Marketing and assumed responsibility for Research and Development in
November 2001. Prior to 2000, Mr. Lippelman held various marketing positions at
General Mills and Noble and Associates, a full service advertising and
promotional agency. Mr. Lippelman has a MBA degree from The Darden School of
Business at the University of Virginia and an undergraduate degree from
Southwest Missouri State University.
13
ITEM 2. PROPERTIES
The following table sets forth certain information as of August 31,
2002 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 and baseball
gloves, as well as, ball inflation and customization
and apparel lettering application
Licking, Missouri Manufacturing of apparel 55,400 Owned
(two facilities) 55,000 Leased
Dolgeville, New York Manufacturing of wood baseball bats 80,500 Owned
(three properties)
Tullahoma, Tennessee Leather tanning 69,000 Owned
Turrialba, Costa Rica Manufacturing of baseballs and apparel 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 (lease not renewed as of 1,450 Leased
September 1, 2002)
In addition, Rawlings leases 6,615 square feet for an outlet store in
Reading, Pennsylvania. Rawlings also leases space for four regional sales
offices and an office for the Vice President, Pro Baseball.
14
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.
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, 2002, there were 691 shareholders of
record. The following table indicates the quarterly high and low closing prices
for the stock and the quarter-end closing prices.
Common Stock High Low Close
--------------------------------------------------------------------
2002 4th Qtr. $ 5.81 $ 4.93 $ 5.37
3rd Qtr 6.14 4.86 5.15
2nd Qtr 4.90 2.85 4.88
1st Qtr 4.25 2.50 2.70
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
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 expired 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
DISCLOSURE WITH RESPECT TO THE COMPANY'S EQUITY COMPENSATION PLANS
The Company maintains the Rawlings Sporting Goods Company, Inc. 1994
Long-Term Incentive Plan (the "Incentive Plan"), the Rawlings Sporting Goods
Company, Inc. 1994 Non-Employee Directors' Stock Plan (the "1994 Directors'
Plan") and the Rawlings Sporting Goods Company, Inc. 2000 Non-Employee
Directors' Stock Plan (the "2000 Directors' Plan"). In addition, the Company has
entered into an individual arrangement with its Chairman of the Board and Chief
Executive Officer, Mr. Stephen O'Hara, providing for the grant of options in
certain circumstances described below.
---------------------------------------------------------------------------------------------------------
PLAN CATEGORY NUMBER OF SECURITIES WEIGHTED-AVERAGE NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE PRICE OF REMAINING AVAILABLE
EXERCISE OF OUTSTANDING OPTIONS, FOR FUTURE ISSUANCE
OUTSTANDING OPTIONS, WARRANTS AND RIGHTS UNDER EQUITY
WARRANTS AND RIGHTS COMPENSATION PLANS
(EXCLUDING SECURITIES
REFLECTED IN COLUMN
(A))
---------------------------------------------------------------------------------------------------------
(A) (B) (C)
---------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLANS 1,013,702(1) $7.75 156,054(2)
APPROVED BY SECURITY HOLDERS
---------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLANS NOT 421,415(3) $9.20 53,585(4)
APPROVED BY SECURITY HOLDERS
---------------------------------------------------------------------------------------------------------
TOTAL 1,435,117 $8.18 209,639
---------------------------------------------------------------------------------------------------------
(1) Represents options granted under the Incentive Plan and the 1994 Directors'
Plan, each of which was previously approved by the Company's shareholders.
(2) Includes 32,499 shares available under the Incentive Plan that may be
issued upon the exercise of stock options or granted in the form of stock
appreciation rights, restricted stock, deferred stock, dividend equivalent
rights, bonus stock or stock in lieu of certain cash obligations; and
123,555 shares available under the 1994 Directors' Plan that may be issued
upon the exercise of stock options or granted as deferred stock in lieu of
cash directors' fees.
(3) Represents options granted under the 2000 Directors' Plan and the Company's
employment agreement with Mr. O'Hara.
16
(4) Includes 11,375 shares available under the 2000 Directors' Plan that may be
issued upon the exercise of stock options or granted as deferred stock in
lieu of cash directors' fees.
Description of Non-Shareholder Approved Plans. The terms of the 2000
Directors' Plan are described in Note 13 of the Notes to Consolidated Financial
Statements contained herein.
The Company's employment agreement with Mr. O'Hara provides for an
initial grant of options to purchase shares of the Company's common stock that
became exercisable in five equal annual installments commencing on October 30,
1998. The options expire on November 1, 2003. In addition, Mr. O'Hara receives
an option to purchase two shares of the Company's common stock for each share of
common stock Mr. O'Hara purchases up to the first 20,000 shares purchased
annually. The exercise price of such options is equal to the price at which Mr.
O'Hara purchases the common stock. Any options granted to Mr. O'Hara as a result
of his open market purchases expire on the fifth anniversary of the date such
options are granted.
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, 2002.
(Amounts in thousands, except per share data)
Years Ended August 31,
-------------------------------------------------------------
2002 2001 2000 1999 1998
-------------------------------------------------------------
INCOME STATEMENT DATA :
Net revenues $ 173,712 $ 174,528 $ 173,903 $ 159,765 $ 164,393
Operating income 7,618 6,853 8,096 2,151 10,714
Income (loss) from continuing operations
before extraordinary item 3,347 1,757 1,281 (2,482) 4,151
Net income (loss) 3,347 1,757 (13,005) (3,361) 3,660
Income (loss) per common share, basic and
diluted:
Continuing operations 0.41 0.22 0.16 (0.32) 0.53
Net income (loss) 0.41 0.22 (1.64) (0.43) 0.47
BALANCE SHEET DATA:
Total assets $ 91,833 $ 98,541 $ 108,725 $ 120,675 $ 131,838
Total debt, including current maturities 29,978 38,926 45,582 51,148 57,109
17
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.
YEAR ENDED AUGUST 31, 2002 COMPARED TO THE YEAR ENDED AUGUST 31, 2001
RESULTS OF OPERATIONS
Net revenues for the year ended August 31, 2002 (2002) were $173,712,000 or 0.5
percent below net revenues of $174,528,000 for the year ended August 31, 2001
(2001). The decrease in net revenues was primarily due to lower sales of
footballs, basketballs and apparel partially offset by higher sales of
baseball-related products.
Licensing revenues for 2002 were $5,546,000 or $475,000 above 2001. $373,000 of
the increase is attributable to a golf products licensee, primarily due to a
2002 early termination fee of the license agreement. Improved revenues from the
Company's footwear licensee partially offset by lower revenues from Asics, the
Japanese licensee, also contributed to the higher revenues in 2002.
Gross profit in 2002 was $48,776,000, $1,244,000, or 2.6 percent, greater than
the gross profit of $47,532,000 in 2001. The gross profit margin of 28.1 percent
for 2002 was 0.9 margin points above 2001. The increase in gross profit was
primarily due to higher margins for baseball-related products partially offset
by decreased margins for basketballs and footballs.
Selling, general and administrative (SG&A) expenses of $41,158,000 in 2002 were
2.2 percent above SG&A expenses in 2001. As a percent of net revenues SG&A
expenses were 23.7 percent in 2002 compared to 23.1 percent in the prior year.
Increased distribution costs partially offset by lower professional fees
accounted for the higher SG&A expenses.
In 2001 $1,527,000 of transition costs were incurred during the relocation of
distribution facilities to a new single location in Washington, Missouri. These
transition costs offset by the $1,115,000 gain on the sale of the Springfield,
Missouri distribution center were included as unusual expenses in the
Consolidated Statement of Income.
Interest expense for 2002 was $2,452,000 or $2,058,000 below 2001. Lower average
rates of 3.5 percentage points and lower average borrowings of $5,500,000
accounted for the decrease in interest expense.
Income taxes in 2002 of $1,819,000 were $1,233,000 greater than 2001. Higher
pretax income and a higher effective tax rate accounted for the income tax
increase. The low 2001 effective tax rate of 25 percent was impacted by foreign
source income.
18
Net income was $3,347,000 in 2002 or $1,590,000 greater than 2001. In 2002
income per share of $0.41 was 86.4 percent above the $0.22 per share in 2001.
YEAR ENDED AUGUST 31, 2001 COMPARED TO THE YEAR ENDED AUGUST 31, 2000
RESULTS OF OPERATIONS
Net revenues for 2001 of $174,528,000 were $625,000, or 0.4 percent 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.
Revenues from licensing were $5,071,000 in 2001 or 8.8 percent below licensing
revenues of $5,563,000 in 2000. The decrease in revenues was primarily due to a
decline in Asics, the Company's Japanese licensee, (lower revenues and
unfavorable currency exchange rates). The Company's activewear licensee and the
footwear licensee also contributed to the lower revenues partially offset by
improved revenues from the Company's sock licensee.
Gross margin in 2001 was 27.2 percent down 1.6 margin points from the prior
year. The decrease reflects lower margins on baseballs and baseball gloves and
the reduced licensing revenues.
SG&A expenses decreased $173,000 in 2001. SG&A expenses as a percent of sales in
2001 were 23.1 percent compared to 23.3 percent 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, were included as unusual expenses in the Consolidated
Statement of Income in fiscal 2001.
Interest expense of $4,510,000 in 2001 was $1,554,000 or 25.6 percent 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 percent which is lower than the statutory
rate of 35 percent 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 percent to
$1,757,000 continuing the improvement trend, which began in 2000.
19
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.
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 9 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 capital structure and current credit facility are
adequate to provide for its short term and long term operations to the extent
that the Company is able to satisfy the EBITDA and other covenants set forth in
the credit facility.
YEAR ENDED AUGUST 31, 2002
Net cash provided by operating activities in 2002 was $8,857,000 or $5,557,000
greater than 2001. The increase was due to a reduction in accounts receivable,
an increase in accrued liabilities in 2002 compared to a decline in 2001 and
improved net income in 2002 partially offset by a lower decline in inventories.
Capital expenditures of $1,861,000 comprised the cash used in investing
activities in 2002. Capital expenditures were $510,000 greater than 2001
primarily related to implementation and expansion of the Company's computer
systems. Cash provided by investing activities in 2001 included proceeds from
the sales of the Springfield distribution center and the discontinued
operations. $7,314,000 was used in financing activities in 2002 primarily to
reduce the Company's outstanding debt.
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
20
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.
NEW ACCOUNTING PRONOUNCEMENTS
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.
The Financial Accounting Standards Board has issued SFAS No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities." This statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized and measured initially at fair value only when the liability is
incurred. The provisions of this Statement are effective for exit or disposal
activities that are initiated after December 31, 2002. Adoption of SFAS No. 146
is not expected to impact our consolidation financial position. The Company will
adopt SFAS No. 146 in fiscal 2003.
CRITICAL ACCOUNTING POLICIES
As discussed in Note 1 to the Company's Consolidated Financial Statements, the
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of
21
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting period. On an ongoing basis,
management evaluates its estimates and judgements, including those related to
inventory valuation; the allowance for doubtful accounts; depreciation and
recoverability of long-lived assets; deferred income tax assets and the related
valuation allowance and revenue recognition. Management bases its estimates and
judgements on its historical experience and other relevant factors, the results
of which form the basis for making judgements about the carrying values of
assets and liabilities that are not readily apparent from other sources. See
Note 1 to the Company's Consolidated Financial Statements for a discussion of
the Company's significant accounting policies.
While the Company believes that the historical experience and other factors
considered provide a meaningful basis for the accounting policies applied in the
preparation of the consolidated financial statements, the Company cannot
guarantee that its estimates and assumptions will be accurate, which could
require the Company to make adjustments to these estimates in future periods.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
INTEREST RATE AND FOREIGN CURRENCY MANAGEMENT ACTIVITIES
As of August 31, 2002 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 although a long-term decline in the United
States of America dollar could increase the cost of purchased goods.
The Company has 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 $29,978,000 as of August 31, 2002. A change in
interest rates of 1 percent on the balance outstanding at August 31, 2002 would
cause a change in total annual pretax earnings and cash flows of $300,000
assuming other factors are held constant.
22
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 sheet of Rawlings Sporting
Goods Company, Inc. (a Delaware corporation) and subsidiaries (the Company) as
of August 31, 2002 and the related consolidated statements of income,
stockholders' equity and cash flows for the year ended August 31, 2002. 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 audit. The accompanying consolidated financial statements of Rawlings
Sporting Goods Company, Inc. as of August 31, 2001 and for the years ended
August 31, 2001 and August 31, 2000, were audited by other auditors who have
ceased operations. Those auditors expressed an unqualified opinion on those
financial statements in their report dated October 25, 2001.
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 2002 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, 2002 and the results of their
operations and their cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.
KPMG LLP
St. Louis, Missouri
October 23, 2002
23
This is a copy of a report previously issued by Arthur Andersen LLP and has not
been reissued by Arthur Andersen LLP.
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
24
RAWLINGS SPORTING GOODS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
August 31,
-------------------------------
2002 2001
-------------------------------
Assets
Current assets:
Cash and cash equivalents $ 603 $ 921
Accounts receivable, net of allowance of $2,861 and $2,871, respectively 24,107 27,750
Inventories 31,796 33,379
Deferred income taxes 3,115 4,277
Prepaid expenses 396 606
-------------------------------
Total current assets 60,017 66,933
Property, plant and equipment 7,742 7,271
Deferred income taxes 21,983 22,367
Long-term receivables 417 --
Other assets 1,674 1,970
-------------------------------
Total assets $ 91,833 $ 98,541
===============================
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt and revolving credit agreement $ 27,037 $ 34,684
Accounts payable 7,689 10,178
Accrued liabilities 9,613 8,740
-------------------------------
Total current liabilities 44,339 53,602
Long-term debt, less current maturities 2,941 4,242
Other long-term liabilities -- 9,291
-------------------------------
Total liabilities 47,280 67,135
-------------------------------
Stockholders' equity:
Preferred stock, none issued -- --
Common stock, $.01 par value, 50,000,000 shares authorized, 8,088,656 and
8,011,145 shares issued and outstanding, respectively 81 80
Additional paid-in capital 39,742 31,151
Stock subscription receivable -- (1,421)
Cumulative other comprehensive loss (1,617) (1,492)
Retained earnings 6,347 3,088
-------------------------------
Stockholders' equity 44,553 31,406
-------------------------------
Total liabilities and stockholders' equity $ 91,833 $ 98,541
===============================
The accompanying notes are an integral part of these consolidated balance
sheets.
25
RAWLINGS SPORTING GOODS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
Years Ended August 31,
--------------------------------------------------
2002 2001 2000
--------------------------------------------------
Net revenues $ 173,712 $ 174,528 $ 173,903
Cost of goods sold 124,936 126,996 123,870
--------------------------------------------------
Gross profit 48,776 47,532 50,033
Selling, general and administrative expenses 41,158 40,267 40,440
Unusual expense -- 412 1,497
--------------------------------------------------
Operating income 7,618 6,853 8,096
Interest expense 2,452 4,510 6,064
--------------------------------------------------
Income from continuing operations before income taxes 5,166 2,343 2,032
Provision for income taxes 1,819 586 751
--------------------------------------------------
Income from continuing operations before extraordinary item 3,347 1,757 1,281
Discontinued operations:
Loss from discontinued operations, net of tax -- -- (2,314)
Loss on disposal of discontinued operations, net of tax -- -- (11,326)
--------------------------------------------------
Income (loss) before extraordinary item 3,347 1,757 (12,359)
Extraordinary item, net of tax -- -- (646)
--------------------------------------------------
Net income (loss) $ 3,347 $ 1,757 $ (13,005)
==================================================
Income (loss) per common share, basic and diluted:
Continuing operations $ 0.41 $ 0.22 $ 0.16
Discontinued operations -- -- (1.72)
Extraordinary item -- -- (0.08)
--------------------------------------------------
Net income (loss) $ 0.41 $ 0.22 $ (1.64)
==================================================
Shares used in computing per share amounts:
Basic 8,110 8,025 7,948
Assumed exercise of stock options 23 1 4
--------------------------------------------------
Diluted 8,133 8,026 7,952
==================================================
The accompanying notes are an integral part of these consolidated statements.
26
RAWLINGS SPORTING GOODS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Amounts in thousands, except share data)
Cumulative
Common Stock Additional Stock Other Total
------------------ Paid-in Subscription Comprehensive Retained Stockholders' Comprehensive
Shares Amount Capital Receivable Loss Earnings Equity Income (Loss)
--------------------------------------------------------------------------------------- ---------------
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
Net income - - - - - 3,347 3,347 $ 3,347
Issuance of
common stock 46,503 1 212 - - - 213 -
Redemption of rights 31,008 - 88 - - (88) - -
Termination of tax
sharing agreement - - 8,291 - - - 8,291 -
Proceeds received - - - 1,421 - - 1,421 -
Translation adjustments - - - - (125) - (125) (125)
---------------
Comprehensive income - - - - - - - $ 3,222
--------------------------------------------------------------------------------------- ===============
Balance,
August 31, 2002 8,088,656 $81 $39,742 $ - $(1,617) $ 6,347 $ 44,553
=======================================================================================
The accompanying notes are an integral part of these consolidated statements.
27
RAWLINGS SPORTING GOODS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Years Ended August 31,
----------------------------------------------------------
2002 2001 2000
----------------------------------------------------------
Cash flows from operating activities:
Net income (loss) $ 3,347 $ 1,757 $(13,005)
Add loss from discontinued operations -- -- 13,640
Add extraordinary item -- -- 646
----------------------------------------------------------
Income from continuing operations 3,347 1,757 1,281
Adjustment to reconcile income from
continuing operations to net cash provided by
continuing operations:
Depreciation and amortization 1,768 1,999 2,690
Gain on sale of Springfield distribution center -- (1,115) --
Changes in operating assets and liabilities:
Accounts receivable 3,643 496 (1,327)
Inventories 1,583 4,721 (2,880)
Accounts payable (2,489) (3,626) 5,835
Other 1,005 (2,009) (62)
----------------------------------------------------------
Net cash provided by continuing operations 8,857 2,223 5,537
Net cash provided by discontinued operations -- 1,077 1,171
----------------------------------------------------------
Net cash provided by operating activities 8,857 3,300 6,708
----------------------------------------------------------
Cash flows from investing activities:
Capital expenditures of continuing operations (1,861) (1,296) (862)
Capital expenditures of discontinued operations -- (55) (76)
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 (1,861) 2,499 (938)
----------------------------------------------------------
Cash flows from financing activities:
Net decrease in revolving credit agreement (7,581) (2,323) (15,311)
Borrowings of long-term debt -- -- 10,000
Repayments of long-term debt (1,367) (4,333) (255)
Issuance of common stock 213 354 316
Proceeds from stock subscription receivable 1,421 -- --
----------------------------------------------------------
Net cash used in financing activities (7,314) (6,302) (5,250)
----------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (318) (503) 520
Cash and cash equivalents, beginning of year 921 1,424 904
----------------------------------------------------------
Cash and cash equivalents, end of year $ 603 $ 921 $ 1,424
==========================================================
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 2,283 $ 4,538 $ 6,188
Income taxes 273 398 86
The accompanying notes are an integral part of these consolidated statements.
28
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 an extensive line of sports equipment and
uniforms for team sports such as baseball, basketball and football predominately
in the United States.
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.
29
REVENUE RECOGNITION
Revenue from product sales, including shipping fees, is reported net of returns
and sales allowances. Revenue is recognized when title and risk of loss passes
to the customer, which is typically when the product is shipped.
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 Cumulative Other Comprehensive Loss, a separate component
in Stockholders' Equity. Foreign exchange transaction losses of $2, $26 and $0
were included in the results of operations for the fiscal years ended August 31,
2002, 2001 and 2000, 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.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and temporary investments
purchased with an original maturity of three months or less.
STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation in accordance with Accounting
Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
Employees," and provides the pro forma disclosures of Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation".
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.
30
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
NEW ACCOUNTING PRONOUNCEMENTS
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.
The Financial Accounting Standards Board has issued SFAS No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities." This statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized and measured initially at fair value only when the liability is
incurred. The provisions of this Statement are effective for exit or disposal
activities that are initiated after December 31, 2002. Adoption of SFAS No. 146
is not expected to impact our consolidated financial position. The Company will
adopt SFAS No. 146 in fiscal 2003.
NOTE 2. DISCONTINUED OPERATIONS
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 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 as
originally provided. Proceeds from the sale totaled $2,551 including cash of
$1,474 at closing and $1,077 of 7% notes to be received through April 2004 which
are included in Other Assets on the Consolidated
31
Balance Sheet. This asset is secured by a building and the Vic trademark.
Operating results for the hockey business are included in the
Consolidated Statements of Income as net loss from discontinued operations
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
operations are as follows:
2001 2000
------- --------
Net revenues $ 2,664 $ 8,383
======= ========
Loss from discontinued operations before
incomes taxes $ - $ (2,744)
Benefit for income taxes - (430)
------- --------
Net loss from discontinued operations $ - $ (2,314)
======= ========
Loss on disposal of discontinued operations before
income taxes $ - $(13,000)
Benefit for income taxes - (1,674)
------- --------
Net loss on disposal of discontinued operations $ - $(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.
NOTE 3. ALLOWANCE FOR DOUBTFUL ACCOUNTS
2002 2001 2000
-----------------------------------
Balance at beginning of year $ 2,871 $ 2,561 $ 2,242
Provision 628 1,020 1,001
Charge-offs, net of recoveries (388) (710) (682)
-----------------------------------
Balance at end of year 3,111 2,871 2,561
Less reclass to long-term (250) - -
-----------------------------------
Allowance for doubtful accounts $ 2,861 $ 2,871 $ 2,561
===================================
NOTE 4. INVENTORIES
Inventories consist of the following:
August 31,
----------------------
2002 2001
----------------------
Raw materials $ 7,254 $ 6,629
Work in process 1,027 531
Finished goods 23,515 26,219
----------------------
Total inventories $31,796 $33,379
======================
32
NOTE 5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
August 31,
------------------------
2002 2001
------------------------
Buildings and improvements $ 5,238 $ 4,121
Machinery and equipment 19,465 18,559
Other 2,799 2,747
------------------------
Total property, plant and equipment 27,502 25,427
Less accumulated depreciation (19,760) (18,156)
------------------------
Property, plant and equipment $ 7,742 $ 7,271
========================
NOTE 6. LONG-TERM RECEIVABLES
On January 22, 2002 Kmart Corporation filed for reorganization under Chapter 11
of the U.S. Bankruptcy Code. As of the date of the bankruptcy filing, the
Company had accounts receivable from Kmart of $1,213. Of this amount, $667 less
an allowance for doubtful accounts of $250 is included in Long-term Receivables
on the Consolidated Balance Sheet. The remaining $546 is included in Accounts
Receivable with a corresponding amount in Allowance for Doubtful Accounts on the
Consolidated Balance Sheet. The net receivable of $417 represents the Company's
best estimate of recovery on pre-petition Kmart receivables.
NOTE 7. INCOME TAXES
The income tax provision from continuing operations is as follows:
2002 2001 2000
---------------------------------
Current:
Federal $ - $ - $ -
State 46 59 -
Foreign 227 290 277
---------------------------------
Total current 273 349 277
---------------------------------
Deferred:
Federal 1,701 736 437
State and other 214 39 37
Valuation allowance (369) (538) -
---------------------------------
Total deferred 1,546 237 474
---------------------------------
Total income tax provision $ 1,819 $ 586 $ 751
=================================
33
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:
2002 2001 2000
---------------------------------------------------------------------
Amount % Amount % Amount %
---------------------------------------------------------------------
Expected provision at the statutory rate $ 1,808 35.0 $ 820 35.0 $ 711 35.0
State & other taxes, net of federal tax benefit 169 3.3 25 1.1 77 3.8
Foreign taxes and credits 148 2.9 286 12.2 (37) (1.8)
Valuation allowance (369) (7.2) (538) (23.0) - -
Other 63 1.2 (7) (0.3) - -
---------------------------------------------------------------------
Total income tax provision $ 1,819 35.2 $ 586 25.0 $ 751 37.0
=====================================================================
The significant components of deferred taxes which are included in the
accompanying consolidated balance sheets are as follows:
2002 2001
--------------------------- ---------------------------
Deferred Deferred Deferred Deferred
Tax Assets Tax Liabilities Tax Assets Tax Liabilities
--------------------------- ---------------------------
Asset step-up $ 13,328 $ - $ 15,280 $ -
Loss carryforwards 11,926 - 10,533 -
Receivable reserve 1,203 - 1,110 -
Inventories 545 - 624 -
Other 1,676 1,434 2,683 1,071
Valuation allowance (2,146) - (2,515) -
-------- -------- -------- --------
Total $ 26,532 $ 1,434 $ 27,715 $ 1,071
======== ======== ======== ========
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, 2002, the Company has provided a valuation allowance of $2,146
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
$369, $538, and ($1,807) during 2002, 2001, and 2000, respectively. The
valuation allowance provision of $1,807 recorded in 2000 was reflected through
discontinued operations. In order to recognize the deferred tax asset as of
August 31, 2002, the Company would need to generate approximately $76 million of
pretax income.
The Company's net operating loss carry-forward deferred tax asset of $9,780 as
of August 31, 2002 expires from 2019 to 2021. Income taxes have not been
provided on the undistributed income (approximately $8,857 as of August 31,
2002) 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 asset step-up in the above
34
table as of August 31, 2002 and 2001. Under the terms of a tax sharing and
separation agreement between the Company and the former parent, the Company was
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 was
realized. The Company executed an agreement with Tyco International to terminate
the tax sharing agreement in return for a $1,000 payment from Rawlings to Tyco,
payable in two equal $500 installments in November 2002 and May 2003. The
settlement is included in Accrued Liabilities on the August 31, 2002
Consolidated Balance Sheet. The amount of the obligation that was not expected
to be paid in 2002 ($9,291) was recorded and titled as Other Long-term
Liabilities on the August 31, 2001 Consolidated Balance Sheet. The Company
recorded the difference between the amount expected to be paid under the tax
sharing and separation agreement of $9,291 and the settlement amount of $1,000
as an increase in stockholders' equity (APIC) of $8,291.
NOTE 8. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
August 31,
--------------------
2002 2001
--------------------
Salary, benefits and other taxes $3,624 $3,933
Royalties 1,750 1,388
Co-op advertising 1,697 1,549
Payable to Tyco International 1,000 -
Other 1,542 1,870
--------------------
Accrued liabilities $9,613 $8,740
====================
NOTE 9. DEBT
Debt consists of the following:
August 31,
--------------------
2002 2001
--------------------
Revolving credit agreement, average year-end interest rate of
4.35% and 5.84%, respectively $ 25,735 $ 33,316
Term loan B, interest rate of 4.83% and 6.54%,
respectively, due in monthly installments of $89 plus $231
every May with the balance due on December 1, 2004 4,243 5,545
Other - 65
--------------------
Total debt 29,978 38,926
Less current portion (27,037) (34,684)
--------------------
Total long-term debt $ 2,941 $ 4,242
====================
35
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 under the credit facility
at August 31, 2002 was approximately $7,198. The facility also allows for a
$2,000 seasonal advance from August 2002 through February 2003. On November 14,
2002 the Company and its lenders amended the credit agreement to increase the
seasonal advance to $5,000 for the period from November 2002 through January
2003. Borrowings under the agreement are based on an interest rate of LIBOR plus
2.50 percent. A commitment fee of 0.50 percent is charged on any unused portion
of the facility.
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, limit capital expenditures and restrict the payment of
dividends. EBITDA and fixed charge ratio for the twelve months ended August 31,
2002 were $9,386 and 1.44, respectively. The covenants for EBITDA and fixed
charge ratio for that period were $9,000 and 1.15, respectively. The EBITDA
requirement increases $125 for each of the fiscal 2003 quarter-end compliance
calculations that are based on a rolling four quarters of EBITDA resulting in a
$9,500 requirement for the twelve months ending August 31, 2003. The covenant
for fixed charge ratio for each quarter-end calculation in fiscal 2003 is 1.20.
As of August 31, 2002, the Company is in compliance with the debt covenants
related to the credit facility. The Company believes its capital structure and
current credit facility are adequate to provide for its short term and long term
operations to the extent that the Company is able to satisfy the EBITDA and
other convenants set forth in the credit facility.
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 debt for the three years
subsequent to August 31, 2002 are $1,302, $1,302 and $1,639, respectively.
NOTE 10. TERMINATION OF RIGHTS AGREEMENT
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.
Accordingly, the Board of Directors of the Company authorized the redemption of
the rights and the termination of the Rights Agreement effective December 31,
2001.
All rights holders of record as of December 31, 2001 were entitled to redemption
price of $.01 per right held. The Company paid the redemption price in common
shares of the Company at the value of $2.8337 per share. A total of 31,008
common shares were issued as a stock dividend.
36
NOTE 11. UNUSUAL EXPENSE
2001 UNUSUAL 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 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 expenses in the Consolidated Statement
of Income in fiscal 2001.
2000 UNUSUAL EXPENSE
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 12. 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 $288, $286 and $303 in 2002, 2001 and 2000, respectively.
MULTI-EMPLOYER PENSION PLANS
Certain union employees participate in multi-employer defined benefit pension
plans. Contributions to the plans were $21, $38 and $65 in 2002, 2001 and 2000,
respectively.
NOTE 13. 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.
37
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, primarily vest over three to four years from the
date of grant and, once vested, are generally exercisable over ten years
following the date of grant.
The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation."
Accordingly, no compensation cost has been recognized for the stock option
plans. Had compensation cost for the Company's stock option plans been
determined based on the fair value at the grant date for awards in 2002, 2001,
and 2000 consistent with the provisions of this statement, the Company's net
income and net income per share would have been as follows:
Pro forma 2002 2001 2000
-------------------------------------------------------------------
Net income (loss) $2,845 $ 938 $(13,472)
Net income (loss) per share $ 0.35 $ 0.12 $ (1.70)
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:
2002 2001 2000
----------------------------------
Assumptions:
Volatility 56% 56% 46%
Risk-free interest rate 5.7% 5.4% 6.3%
Dividend yield - - -
Expected life of options (years) 7 7 7
Weighted average grant date fair value of options: $3.36 $3.51 $3.82
38
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, 2002:
Weighted Average
Shares Exercise Price
(000s) Per Share
--------------------------
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
Granted 237 4.79
Exercised - -
Forfeited (100) 8.82
-------
OPTIONS OUTSTANDING AT AUGUST 31, 2002 1,435 $ 8.18
=========================
Exercisable options at August 31, 2002 998 $ 9.03
=========================
Options available for grant at August 31, 2002 210
=======
The following table summarizes information about stock options outstanding at
August 31, 2002:
Options Outstanding Options Exercisable
------------------------------------------------ --------------------------------
Weighted
Number Average Weighted Number Weighted
Outstanding Remaining Average Exercisable at Average
at 8/31/02 Contractual Exercise 8/31/02 Exercise
(000s) Life (Years) Price (000s) Price
------------------------------------------------ --------------------------------
Range of exercise price
$2.65 to $4.00 74 6.54 $ 3.02 70 $2.99
$4.01 to $6.00 619 8.05 5.17 237 5.08
$6.01 to $9.00 169 4.85 8.70 169 8.70
$9.01 to $14.00 573 2.60 11.94 522 11.74
----------------- -----------------
Total 1,435 5.42 $ 8.18 998 $9.03
================================================ ================================
39
NOTE 14. 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 expired unexercisable on November 21, 2001 and accordingly, these
warrants were 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 expiration of the warrants. The
receivable of $1,421 plus interest was paid by Bull Run Corporation during
fiscal 2002. The receivable for the unpaid portion of the warrants at August 31,
2001 is classified as a stock subscription receivable in the accompanying
balance sheet.
NOTE 15. RELATED PARTY TRANSACTIONS
During 2002, 2001 and 2000, the Company sold approximately $413, $442 and $355,
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 $101, $110,
and $71 during 2002, 2001, and 2000, 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, 2002, 2001 and 2000, the Company
purchased approximately $28, $33 and $140, respectively, of catalogs,
promotional items and web services from a company in which one of the Company's
former 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 16. COMMITMENTS AND CONTINGENCIES
The Company operates certain facilities and equipment under operating lease
agreements. The lease expense was $3,261, $2,845, and $2,144 for years 2002,
2001 and 2000, respectively.
Future minimum payments under noncancelable leases, royalty and licensing
agreements as of August 31, 2002 were as follows:
Royalty and
Operating Licensing
Leases Agreements
-----------------------------------------------
Fiscal 2003 $2,152 $2,617
Fiscal 2004 1,618 1,552
Fiscal 2005 1,395 341
Fiscal 2006 1,346 157
Fiscal 2007 1,233 20
Thereafter 5,097 225
-----------------------------------------------
Total minimum payments $12,841 $4,912
===============================================
40
As of August 31, 2002 the Company had the following future minimum revenues to
be received under noncancelable royalty and licensing agreements.
Royalty and
Licensing
Agreements
Revenue
------------------
Fiscal 2003 $3,858
Fiscal 2004 2,657
Fiscal 2005 2,230
Fiscal 2006 1,943
Fiscal 2007 1,920
Thereafter 983
------------------
Total minimum revenues $13,591
==================
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
----- -----
Beginning of year $ 778 $ 987
Payments (778) (209)
----- -----
End of year $ - $ 778
===== =====
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.
NOTE 17. OPERATING SEGMENTS
Operating segments are components of an enterprise about which separate
financial information is
41
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.
2002 2001 2000
------------------------------
Net revenues
Sports equipment $168,166 $169,457 $168,340
Licensing 5,546 5,071 5,563
------------------------------
Consolidated net revenues $173,712 $174,528 $173,903
==============================
Operating income
Sports equipment $ 2,072 $ 1,782 $ 2,533
Licensing 5,546 5,071 5,563
------------------------------
Consolidated operating income $ 7,618 $ 6,853 $ 8,096
==============================
Total assets
Sports equipment $ 90,971 $ 98,222 $107,814
Licensing 862 319 911
------------------------------
Consolidated total assets $ 91,833 $ 98,541 $108,725
==============================
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 (Wal-mart) purchases of products sold by Rawlings were 17 percent, 17
percent and 15 percent of net revenues of Rawlings for 2002, 2001 and 2000,
respectively.
42
NOTE 18. 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:
2002
-----------------------------------------------------
First Second Third Fourth Year
----- ------ ----- ------ ----
Net revenues $ 33,408 $ 65,042 $ 49,247 $ 26,015 $173,712
Gross profit 9,445 19,437 13,250 6,644 48,776
Net income (loss) (798) 5,237 1,164 (2,256) 3,347
Net income (loss) per share: (1) (0.10) 0.65 0.14 (0.28) 0.41
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
(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
On June 13, 2002, the Company's Board of Directors, based on the
recommendation of its Audit Committee, dismissed Arthur Andersen LLP
("Andersen") as the Company's independent public accountants and engaged KPMG
LLP ("KPMG") to serve as the Company's independent public accountants for the
fiscal year 2002.
Andersen's reports on the Company's consolidated financial statements
for each of the fiscal years ended August 31, 2001 and 2000 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.
During the fiscal years ended August 31, 2001 and 2000 and through June
13, 2002, there were
43
no disagreements with Andersen on any matter of accounting principle or
practice, financial statement disclosure, or auditing scope or procedure which,
if not resolved to Andersen's satisfaction, would have caused them to make
reference to the subject matter in connection with their report on the Company's
consolidated financial statements for such years; and there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company requested Andersen to furnish a letter addressed to the
Securities and Exchange Commission stating whether Andersen agreed with the
statements made above by the Company. A copy of this letter addressed to the
Securities and Exchange Commission, dated June 13, 2002, is filed as Exhibit 16
hereto.
During the years ended August 31, 2001 and 2000 and through June 13,
2002, the Company did not consult KPMG with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, or any other matters or reportable events as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
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.
44
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.
ITEM 14. CONTROLS AND PROCEDURES.
Within 90 days prior to the filing of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's senior management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. The Company's disclosure controls
and procedures are designed to ensure that information required to be disclosed
by the Company in its periodic filings with the SEC, including annual reports
such as this Report, is reported accurately and suitably within the time periods
specified in the SEC's rules and forms. Based upon that evaluation, senior
management concluded that the Company's disclosure controls and procedures are
effective in causing material information related to the Company (including its
consolidated subsidiaries) to be recorded, processed, summarized and reported by
the Company's management on a timely basis and to ensure that the quality and
timeliness of the Company's public disclosures comply with applicable disclosure
obligations.
There were no significant changes in the Company's internal controls,
implemented during the quarter ended August 31, 2002, or in other factors that
in management's estimation could significantly affect these internal controls
after the date of the Company's most recent evaluation.
ITEM 15. 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
45
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.
4.3 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.
46
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.
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.
47
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.
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.
* 10.23 Employment Agreement, dated as of September 1,
2001, by and between Rawlings Sporting Goods Company,
Inc. and Ted Sizemore, included as Exhibit 10.1 to
the Company's Form 10-Q for the quarter ended
November 30, 2001, is hereby incorporated herein by
reference.
10.24 Amendment No. 7 to the Credit Agreement among
Rawlings Sporting Goods Company, Inc., General
Electric Capital Corporation and the other Credit
Parties signatory thereto dated November 27, 2001,
included as Exhibit 10.2 to the Company's Form 10-Q
for the quarter ended November 30, 2001, is hereby
incorporated herein by reference.
* 10.25 Employment Agreement, dated as of January 1, 2002, by
and between Rawlings Sporting Goods Company, Inc. and
Howard B. Keene, included as Exhibit 10.1 to the
Company's Form 10-Q for the quarter ended February
28, 2002, is hereby incorporated herein by reference.
10.26 Amendment No.8 to the Credit Agreement among Rawlings
Sporting Goods Company, Inc., General Electric
Capital Corporation and the other Credit Parties
signatory thereto dated March 5, 2002, included as
Exhibit 10.2 to the Company's Form 10-Q for the
quarter ended February 28, 2002, is hereby
48
incorporated herein by reference.
10.27 Waiver to the Credit Agreement among Rawlings
Sporting Goods Company, Inc., General Electric
Capital Corporation and the other Credit Parties
signatory thereto dated April 9, 2002, included as
Exhibit 10.1 to the Company's Form 10-Q for the
quarter ended May 31, 2002, is hereby incorporated
herein by reference.
10.28 Amendment No. 9 to the Credit Agreement among
Rawlings Sporting Goods Company, Inc., General
Electric Capital Corporation and the other Credit
Parties signatory thereto dated November 14, 2002.
16. Letter of Arthur Andersen, LLP regarding the change
in certifying accountant dated June 13, 2002,
included as Exhibit 16 to the Company's Form 8-K
dated June 13, 2002 is hereby incorporated by
reference.
21. Subsidiaries of the Company.
23.1 Consent of KPMG LLP.
23.2 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
(i) A current report on Form 8-K, filed on June
18, 2002, regarding the dismissal of Arthur
Andersen LLP and the engagement of KPMG LLP,
as the Company's independent public
accountants.
(ii) A current report on Form 8-K, filed on July
2, 2002, regarding the dismissal of Arthur
Andersen LLP and the engagement of KPMG LLP,
as the Company's Savings Plan's independent
public accountants.
(iii) A current report on Form 8-K, filed on
September 20, 2002, regarding the
termination of the tax sharing agreement
between the Company and Tyco International.
49
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 21, 2002
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: Michael McDonnell
----------------------------------- ---------------------------
Michael McDonnell
Director
By: William C. Robinson
----------------------------------- ---------------------------
William C. Robinson
Director
By: Edward F. Ryan
----------------------------------- ---------------------------
Edward F. Ryan
Director
50
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen M. O'Hara, certify that:
1. I have reviewed this annual report on Form 10-K of Rawlings Sporting Goods
Company, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal
51
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 21, 2002
By: Stephen M. O'Hara
----------------------------------
Stephen M. O'Hara
Chairman of the Board and Chief Executive Officer
52
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William F. Lacey, certify that:
1. I have reviewed this annual report on Form 10-K of Rawlings Sporting Goods
Company, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal
53
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 21, 2002
By: William F. Lacey
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William F. Lacey
Vice President and Chief Financial Officer
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