10-Q 1 c63772e10-q.txt FORM 10-Q FOR QUARTER ENDING MAY 31, 2001 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 31, 2001 ------------ Commission file number 0-24450 ------- RAWLINGS SPORTING GOODS COMPANY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 43-1674348 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 1859 Intertech Drive, Fenton, Missouri 63026 (Address of Principal Executive Offices) (Zip Code) (636) 349-3500 (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No -------------- ---------------- Number of shares outstanding of the issuer's Common Stock, par value $0.01 per share, as of June 30, 2001: 8,000,929 shares. 2 Part I. FINANCIAL INFORMATION Item 1. Financial Statements Rawlings Sporting Goods Company, Inc. and Subsidiaries Consolidated Statements of Income (Amounts in thousands, except per share data) (Unaudited)
Quarter Ended Nine Months Ended May 31 May 31 -------------------------------- ----------------------------------- 2001 2000 2001 2000 -------------- -------------- --------------- ----------------- Net revenues.............................................. $42,843 $45,978 $145,325 $143,680 Cost of goods sold........................................ 29,530 30,174 99,009 96,420 -------------- -------------- --------------- ----------------- Gross profit......................................... 13,313 15,804 46,316 47,260 Selling, general and administrative expenses.............. 11,303 12,031 34,109 33,617 Unusual (income) expense.................................. 762 - (210) 1,497 -------------- -------------- --------------- ----------------- Operating income..................................... 1,248 3,773 12,417 12,146 Interest expense.......................................... 1,085 1,439 3,465 4,666 Other expense, net........................................ 121 70 294 221 -------------- -------------- --------------- ----------------- Income from continuing operations before income taxes.............................. 42 2,264 8,658 7,259 Provision (benefit) for income taxes...................... (78) 794 2,993 2,642 -------------- -------------- --------------- ----------------- Income from continuing operations before extraordinary item........................ 120 1,470 5,665 4,617 Loss from operations of discontinued segment, net of tax.............................. - (1,458) - (2,314) Loss on disposal of discontinued segment including provision of $1,500 for operating losses during phaseout period, net of tax...................... - (11,326) - (11,326) -------------- -------------- --------------- ----------------- Net income (loss) before extraordinary item.......... 120 (11,314) 5,665 (9,023) Extraordinary item, net of tax............................ - - - (646) -------------- -------------- --------------- ----------------- Net income (loss)......................................... $120 $(11,314) $5,665 $(9,669) ============== ============== =============== ================= Net income (loss) per common share, basic and diluted: Continuing operations............................ $0.01 $0.18 $0.71 $0.58 Discontinued segment............................. - (1.61) - (1.72) Extraordinary item............................... - - - (0.08) -------------- -------------- --------------- ----------------- Net income (loss)................................ $0.01 $(1.42) $0.71 $(1.22) ============== ============== =============== ================= Shares used in computing per share amounts: Basic................................................ 8,035 7,956 8,016 7,937 Assumed exercise of stock options.................... 1 - 1 2 -------------- -------------- --------------- ----------------- Diluted.............................................. 8,036 7,956 8,017 7,939 ============== ============== =============== =================
The accompanying notes are an integral part of these consolidated statements. 2 3 Rawlings Sporting Goods Company, Inc. and Subsidiaries Consolidated Balance Sheets (Amounts in thousands, except share data)
May 31, 2001 August 31, (Unaudited) 2000 ------------------ ------------------ Assets Current Assets: Cash and cash equivalents.................................. $ 717 $1,424 Accounts receivable, net of allowance of $2,653 and $2,561 respectively.......................... 34,780 28,246 Inventories................................................ 41,532 38,100 Deferred income taxes...................................... 6,079 6,079 Prepaid expenses........................................... 531 819 Net assets of discontinued segment......................... - 2,624 ------------------ ------------------ Total current assets................................... 83,639 77,292 Property, plant and equipment, net............................ 7,173 8,873 Deferred income taxes......................................... 17,920 20,802 Other assets.................................................. 1,803 1,211 Net noncurrent assets of discontinued segment................. - 547 ------------------ ------------------ Total assets........................................... $110,535 $108,725 ================== ================== Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt and revolving credit agreement............................. $ 38,073 $37,178 Accounts payable........................................... 11,479 13,804 Accrued liabilities........................................ 12,026 10,729 ------------------ ------------------ Total current liabilities.............................. 61,578 61,711 Long-term debt, less current maturities....................... 4,353 8,404 Other long-term liabilities................................... 9,291 9,291 ------------------ ------------------ Total liabilities...................................... 75,222 79,406 ------------------ ------------------ Stockholders' equity: Preferred stock, none issued............................... - - Common stock, $0.01 par value, 50,000,000 shares authorized, 7,999,357 and 7,946,338 shares issued and outstanding, respectively............ 80 79 Additional paid-in capital................................. 31,097 30,798 Stock subscription receivable.............................. (1,421) (1,421) Cumulative other comprehensive loss........................ (1,439) (1,468) Retained earnings.......................................... 6,996 1,331 ------------------ ------------------ Stockholders' equity....................................... 35,313 29,319 ------------------ ------------------ Total liabilities and stockholders' equity............. $110,535 $108,725 ================== ==================
The accompanying notes are an integral part of these consolidated balance sheets. 3 4 Rawlings Sporting Goods Company, Inc. and Subsidiaries Consolidated Statements of Cash Flow (Amounts in thousands) (Unaudited)
Nine Months Ended May 31, --------------------------------------- 2001 2000 ----------------- ------------------ Cash flows from operating activities: Net income (loss)..................................................... $5,665 $(9,669) Add loss from discontinued segment.................................... - 13,640 Add extraordinary item................................................ - 646 ----------------- ------------------ Income from continuing operations..................................... 5,665 4,617 Adjustments to reconcile income from continuing operations to net cash (used in) provided by continuing operations: Depreciation and amortization..................................... 1,674 2,228 Gain on sale of Springfield distribution center................... (1,115) - Changes in operating assets and liabilities: Accounts receivable............................................... (6,534) (9,862) Inventories....................................................... (3,432) (4,554) Accounts payable.................................................. (2,325) 6,158 Other............................................................. 3,987 5,245 ----------------- ------------------ Net cash (used in) provided by continuing operations....................... (2,080) 3,832 Net cash provided by discontinued segment.................................. 1,125 2,396 ----------------- ------------------ Net cash (used in) provided by operating activities........................ (955) 6,228 ----------------- ------------------ Cash flows from investing activities: Capital expenditures of continuing operations......................... (691) (657) Capital expenditures of discontinued segment.......................... (55) (70) Proceeds from sale of Springfield distribution center................. 2,376 - Proceeds from sale of discontinued segment ........................... 1,474 - ----------------- ------------------ Net cash provided by (used in) investing activities........................ 3,104 (727) ----------------- ------------------ Cash flows from financing activities: Net increase (decrease) in short-term borrowings...................... 893 (6,353) Borrowings of long-term debt.......................................... - 2,500 Repayments of long-term debt.......................................... (4,049) (49) Issuance of common stock.............................................. 300 225 ----------------- ------------------ Net cash used in financing activities...................................... (2,856) (3,677) ----------------- ------------------ Net increase (decrease) in cash and cash equivalents....................... (707) 1,824 Cash and cash equivalents, beginning of period............................. 1,424 904 ----------------- ------------------ Cash and cash equivalents, end of period................................... $717 $2,728 ================= ==================
The accompanying notes are an integral part of these consolidated statements. 4 5 Rawlings Sporting Goods Company, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1: Summary of Significant Accounting Policies. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission pertaining to interim financial information and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Form 10-K for the year ended August 31, 2000 filed on December 12, 2000. In the opinion of management, all adjustments consisting only of normal recurring adjustments considered necessary for a fair presentation of financial position and results of operations have been included therein. The results for the nine months ended May 31, 2001 are not necessarily indicative of the results that may be expected for a full fiscal year. Note 2: Discontinued Segment On June 26, 2000 the Company made a strategic decision to seek a buyer for its Vic hockey business. Vic provided an extensive line of equipment for hockey including hockey sticks, hockey protective equipment and goalie protective equipment. The sale of the Vic hockey business was completed during the quarter ended May 31, 2001 under substantially the same terms as contemplated when the discontinued operation was originally recorded. Proceeds from the sale totaled $3,169,000 including cash of $1,474,000 at closing and $1,695,000 of 7% notes to be received through May 2004. 5 6 Operating results for the hockey business are included in the Consolidated Statements of Income as loss from discontinued segment through May 31, 2000. Operating results subsequent to May 31, 2000 were included in the provision for operating losses during the phase-out period that was recorded during the third quarter of fiscal 2000. Results for the discontinued segment are as follows (in thousands):
Quarter Ended Nine Months Ended May 31, May 31, -------------------------------- --------------------------------- 2001 2000 2001 2000 -------------- -------------- --------------- --------------- Net revenues.............................................. $ 455 $1,426 $2,664 $5,070 ============== ============== =============== =============== Loss from operations of discontinued segment before income taxes......................................... $(636) $(1,385) $(2,106) $(2,744) Provision (benefit) for income taxes...................... - 73 - (430) -------------- -------------- --------------- --------------- Net loss from operations of discontinued segment.......... $(636) $(1,458) $(2,106) $(2,314) ============== ============== =============== =============== Loss on disposal of discontinued segment before income taxes......................................... $ - $(13,000) $ - $(13,000) Benefit for income taxes.................................. - (1,674) - (1,674) -------------- -------------- --------------- --------------- Net loss on disposal of discontinued segment.............. $ - $(11,326) $ - $(11,326) ============== ============== =============== ===============
Note 3: Unusual (Income) Expense In connection with the relocation of distribution facilities to a new single location in Washington, Missouri, the Springfield, Missouri distribution center was sold in September 2000. The Company is currently leasing the Springfield distribution center from the buyer until the move to Washington can be completed in the fourth quarter of fiscal 2001. The gain on the sale of Springfield of $1,115,000, offset by $905,000 of redundant costs incurred during the move to Washington, has been included as unusual income in the Consolidated Statement of Income for the nine months ended May 31, 2001. Redundant costs of $762,000 incurred during the move to Washington have been included as unusual expense for the three months ended May 31, 2001. Unusual expenses in the nine months ended May 31, 2000 included $759,000 for an early retirement program and $738,000 of costs associated with the Company's strategic review process. 6 7 Note 4: Inventories Inventories consisted of the following (in thousands):
May 31, August 31, 2001 2000 ---------------------- ----------------------- Raw materials............................. $10,424 $9,777 Work in process........................... 1,911 900 Finished goods............................ 29,197 27,423 ---------------------- ----------------------- $41,532 $38,100 ====================== =======================
Note 5: Comprehensive Income For the three months ended May 31, 2001 comprehensive income was $578,000 compared with a comprehensive loss of $11,666,000 for the comparable prior year period. For the nine months ended May 31, 2001 comprehensive income was $5,694,000 compared with a comprehensive loss of $9,846,000 for the nine months ended May 31, 2000. Note 6: Operating Segments Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has identified operating segments based on internal management reports. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses are considered to have similar long-term economic characteristics. The Company has four operating segments based on its product categories, which in applying the aggregation criteria have been aggregated into two reportable segments: Sports Equipment and Licensing. The sports equipment segment manufactures and distributes sports equipment and uniforms for team sports including baseball, basketball and football. The licensing segment licenses the Rawlings brand name on products sold by other companies, including products such as golf equipment, footwear, and activewear. There are no determinable operating expenses for the licensing segment. The accounting policies of the segments are the same as those for the Company. The revenues generated and long-lived assets located outside the United States are not significant and therefore, separate presentation is not required. 7 8
Quarter Ended Nine Months Ended May 31, May 31, --------------------------------------- ----------------------------------- 2001 2000 2001 2000 -------------------- ------------------ ---------------- ------------------ Net revenues Sports equipment $41,383 $44,269 $141,439 $139,428 Licensing 1,460 1,709 3,886 4,252 -------------------- ------------------ ---------------- ------------------ Consolidated net revenues $42,843 $45,978 $145,325 $143,680 ==================== ================== ================ ================== Operating income (loss) Sports equipment $ (212) $2,064 $8,531 $7,894 Licensing 1,460 1,709 3,886 4,252 -------------------- ------------------ ---------------- ------------------ Consolidated operating income $1,248 $3,773 $12,417 $12,146 ==================== ================== ================ ==================
May 31, August 31, 2001 2000 -------------------- ------------------ Total assets Sports equipment $108,998 $104,643 Licensing 1,537 911 Net assets of discontinued segment - 3,171 -------------------- ------------------ Consolidated total assets $110,535 $108,725 ==================== ==================
Note 7: Termination of Rights Agreement and Redemption of Rights At the Company's Annual Meeting of Stockholders held on May 15, 2001, holders of a majority of the shares of common stock represented at the meeting voted against the retention of the Company's Rights Agreement, dated July 1, 1994. The Board of Directors of the Company had previously committed to be bound by such vote and accordingly will terminate the Rights Agreement and redeem the Rights issued thereunder, effective December 31, 2001. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Discontinued Segment On June 26, 2000, the Company made a strategic decision to seek a buyer for its Vic hockey business. Vic provided an extensive line of equipment for hockey including hockey sticks, hockey protective equipment and goalie protective equipment. As described more fully in Note 2 Discontinued Segment, the sale of the Vic hockey business was completed during the quarter ended May 31, 2001 under substantially the same terms as contemplated when the discontinued operation was originally recorded.. Vic hockey is accounted for as a discontinued segment, and accordingly, operating results and net assets are segregated in the Company's financial statements. 8 9 RESULTS OF OPERATIONS Quarter Ended May 31, 2001 Compared with Quarter Ended May 31, 2000 Net revenues for the quarter ended May 31, 2001 were $42,843,000 which was 6.8% less than net revenues of $45,978,000 for the quarter ended May 31, 2000. The decrease in net revenues was due to lower sales of baseballs (down $2,398,000), primarily memorabilia (which accounted for $1,688,000 of the decline in baseball sales), and baseball gloves (down $1,343,000), offset by increased sales in apparel (up $1,206,000). The decline in baseball net revenues during the quarter ended May 31, 2001 reflects the current poor economy and strong revenues last year due to the introduction of one Major League ball for both leagues. The Company's gross profit for the quarter ended May 31, 2001 was $13,313,000, or 15.8%, lower than the gross profit of $15,804,000 for the same period last year. The gross profit margin for the quarter was 31.1%, 3.3 margin points lower than the comparable prior year quarter. The decrease in gross profit was primarily due to lower net revenues of memorabilia baseballs and baseball gloves. Selling, general and administrative (SG& A) expenses of $11,303,000 were $728,000, or 6.1%, lower than the comparable prior year quarter. As a percent of net revenues SG&A expenses were 26.4% this year compared to 26.2% last year. Year to year decrease in dollars of expense was experienced in almost all categories with the exception of advertising and promotion. However, the lower sales level more than offset the decrease in dollars spent and therefore accounted for the .2 percentage point increase in SG&A as a percent of net revenues. Unusual expense for the quarter ended May 31, 2001 was $762,000, which consisted of redundant costs associated with the previously announced facilities consolidation. Interest expense for the three months ended May 31, 2001 was $1,085,000, or 24.6%, lower than interest expense of $1,439,000 last year. Lower average interest rates of 2.3 percentage points and lower average borrowings by $1,100,000 accounted for the decrease in interest expense. Net revenues from the discontinued segment for the quarter ended May 31, 2001 were $455,000 compared to $1,426,000 for the same period of the prior year. Loss from operations was $636,000 down from $1,458,000 last year. As previously mentioned, the sale of the Vic hockey business was completed during the quarter ended May 31, 2001. 9 10 Nine Months Ended May 31, 2001 Compared with the Nine Months Ended May 31, 2000 Net revenues from continuing operations for the nine months ended May 31, 2001 were $145,325,000 which was 1.1% higher than the $143,680,000 of net revenues in the comparable nine month period last year. Increased revenues were experienced in apparel (up $1,880,000), footballs (up $1,038,000), basketballs (up $878,000), and baseballs (up $369,000 even with a decline in radar speed-sensing baseballs of $717,000). Offsetting declines were recorded in baseball gloves (down $1,788,000) and licensing revenue (down $366,000). The Company's gross profit for the nine months ended May 31, 2001 was $46,316,000 or 2.0% less than the gross profit of $47,260,000 for the same period last year. The gross profit margin declined 1.0 percentage point to 31.9% from 32.9% for the first nine months of the prior year. The decrease in gross profit was primarily due to lower net revenues of baseball gloves. SG&A expenses for the nine months ended May 31, 2001 were $34,109,000, 1.5% above SG&A expenses of $33,617,000 for the comparable prior year period. The increase in SG&A expenses was primarily related to advertising and promotion, player endorsements and salaries and wages partially offset by a decrease in depreciation. As a percent of net revenues SG&A expenses were 23.5%, up .1 percentage point from 23.4%. Unusual income of $210,000 for the nine months ended May 31, 2001 is comprised of the $1,115,000 gain on the sale of the Springfield distribution center offset by $905,000 of redundant costs incurred during the previously announced facilities consolidation. Unusual expenses in the nine months ended May 31, 2000 included $759,000 for an early retirement program and $738,000 of costs associated with the Company's strategic review process. Interest expense totaled $3,465,000 for the nine months ended May 31, 2001 compared to $4,666,000 for the same period last year. Average borrowings were down by $4,657,000 and average interest rates were down by 1.8 percentage points. Together they accounted for the 25.7% decrease in interest expense. The extraordinary item of $646,000 in the nine months ended May 31, 2000 was due to the write-off of deferred financing costs associated with the early extinguishment of the previous credit facility. Net revenues from the discontinued segment for the nine months ended May 31, 2001 were $2,664,000 compared with $5,070,000 for the nine months ended May 31, 2000. Net loss from operations for the discontinued segment for the nine months ended May 31, 2001 was $2,106,000 versus $2,314,000 for the comparable prior year period. 10 11 Liquidity and Capital Resources Working capital increased $6,480,000 during the nine months ended May 31, 2001 primarily as a result of a seasonal increase in accounts receivable and inventories and a decrease in accounts payable, offset by an increase in short term borrowings under the revolving credit agreement and a decrease in net assets of discontinued segment. Net cash used in operating activities for the nine months ended May 31, 2001 was $955,000 compared to $6,228,000 provided by operating activities for the nine months ended May 31, 2000. The decrease was due to a reduction in accounts payable this year compared to an increase last year. Capital expenditures were $746,000 for the nine months ended May 31, 2001. The Company expects capital expenditures for fiscal 2001 to be approximately $1,100,000. The Company repaid $3,156,000 of its outstanding debt in the nine months ended May 31, 2001. This resulted in total debt of $42,426,000 as of May 31, 2001 or $4,820,000 lower than total debt of $47,246,000 as of May 31, 2000. Management believes that the Company's current credit facility is sufficient to adequately finance its existing and future operations. Seasonality Net revenues of baseball equipment and team uniforms are highly seasonal. Customers generally place orders with the Company for baseball-related products beginning in August for shipment beginning in November (pre-season orders). These pre-season orders from customers generally represent approximately 50 percent to 65 percent of the customers' anticipated needs for the entire baseball season. The amount of these pre-season orders generally determines the Company's net revenues and profitability between November 1 and January 31. The Company then receives additional orders (fill-in orders) which depend upon customers' actual sales of products during the baseball season (sell-through). Fill-in orders are typically received by the Company between February and May. These orders generally represent approximately 35 percent to 50 percent of the Company's sales of baseball-related products during a particular season. Pre-season orders for certain baseball-related products from certain customers are not required to be paid until early spring. These extended terms increase the risk of collectibility of accounts receivable. The Company has made a concerted effort to reduce these extended term sales and as a result may have moved some sales to later months to avoid the extended term at the same time preserving the early spring dating. In addition, an increasing number of customers are on automatic replenishment systems; therefore, more orders are received on a ship-at-once 11 12 basis. This change has resulted in shipments to the customer closer to the time the products are actually sold. This trend has and may continue to have the effect of shifting the seasonality and quarterly results of the Company with higher inventory and debt levels required to meet orders for immediate delivery. To offset these risks, the Company implemented in 1999 for the Spring 2000 season a Port of Entry (POE) program to encourage retailers to place early orders, as well as other changes in credit terms to reduce risk and debt levels. The sell-through of baseball-related products also affects the amount of inventory held by customers at the end of the season which is carried over by the customer for sale in the next baseball season. Customers typically adjust their pre-season orders for the next baseball season to account for the level of inventory carried over from the preceding baseball season. Football equipment and team uniforms are both shipped by the Company and sold by retailers primarily in the period between March 1 and September 30. Basketballs and team uniforms generally are shipped and sold throughout the year. Because the Company's sales of baseball-related products exceed those of its other products, Rawlings' business is seasonal, with its highest net revenues and profitability recognized between November 1 and April 30. Cautionary Factors That May Affect Future Results, Financial Condition or Business Statements made in this report, other reports and proxy statements filed with the Securities and Exchange Commission, communications to stockholders, press releases and oral statements made by representatives of the Company that are not historical in nature, or that state the Company's or management's intentions, hopes, beliefs, expectations, or predictions of the future, are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and involve risks and uncertainties. The words "should," "will be," "intended," "continue," "believe," "may," "expect," "hope," "anticipate," "goal," "forecast" and similar expressions are intended to identify such forward-looking statements. It is important to note that any such performance, and actual results, financial condition or business could differ materially from those expressed in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this document as well as those discussed elsewhere in other reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial condition or business over time. Item 3. Quantitative and Qualitative Disclosure about Market Risk The Company has certain market risk exposure related to interest rates. The Company is exposed to market risks related to fluctuations in interest rates for its variable rate borrowings of $42,344,000 as of May 31, 2001. A change in interest rates of 1% on the balance outstanding at May 31, 2001 would cause a change in total annual earnings and cash flows of $423,000 assuming other factors are held constant. 12 13 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. 13 14 Part II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2 Changes in Securities and Use of Proceeds None. Item 3. Defaults on Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders The annual Stockholders' Meeting was held on May 15, 2001. At the meeting the following matters were voted upon by the stockholders and received the following votes: The following nominees were elected as directors to serve until the annual meeting of stockholders following the Company's fiscal year ending August 31, 2003:
Number of Number of Nominee Votes For Votes Withheld ----------------------------- ---------------------- ---------------------- Andrew N. Baur 7,248,631 189,757 Stephen M. O'Hara 7,253,781 184,607 Robert S Prather, Jr. 7,129,759 308,629
The following directors' term of office continued after the meeting: Linda L. Griggs W. James Host Michael McDonnell William C. Robinson 14 15 The approval of an amendment to the Company's 1994 Non-Employee Directors' Stock plan to increase the total number of shares of the Company's Common Stock available for issuance thereunder from 50,000 to 250,000:
For Against Abstain -------------------- --------------- -------------- 7,096,849 317,013 24,526
The ratification of the Board of Directors' selection of Arthur Andersen LLP as independent public accountants of the Company for the Company's fiscal year ending August 31, 2001:
For Against Abstain ---------------------- ------------------- ------------------ 7,373,408 29,948 35,032
The consideration of whether to retain the Rights Agreement, dated July 1, 1994:
For Against Retention Retention Abstain Non-Vote -------------------- --------------- -------------- --------------- 1,151,692 3,044,322 82,660 3,159,714
Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K None. 15 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RAWLINGS SPORTING GOODS COMPANY, INC. Date: July 11, 2001 /s/Stephen M. O'Hara -------------------------------------------- Stephen M. O'Hara Chairman of the Board and Chief Executive Officer Date: July 11, 2001 /s/ William F. Lacey -------------------------------------------- William F. Lacey Vice President and Chief Financial Officer (Principal Accounting Officer) 16