SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1999
                                       or
              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from __________ to __________

          Commission file number 0-20450


                                 PLAYCORE, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                      36-3808989
   (State or other jurisdiction of                    (I.R.S. employer
    incorporation or organization)                   identification number)

         15 West Milwaukee Street, Suite 204
                 Janesville, WI                               53545
       (Address of principal executive offices)            (zip code)

        Registrant's telephone number including area code (608) 741-7183

Securities registered pursuant to Section 12(b) of the Act:

                                              Name of each exchange on
      Title of each class                         which registered
      -------------------                     -------------------------
             N/A                                      None

Securities registered pursuant to Section 12(g) of the Act:

                                  Common stock,
                            par value $.01 per share
                            ------------------------
                                 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 such  filing
requirements for the past 90 days.

                    Yes __X__         No _____

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 stock held by nonaffiliates as of March
13, 2000 was  $20,917,544  (excludes  shares held by  directors  and officers of
registrant).  This is based on the closing price of the common stock on the AMEX
- American Stock Exchange.

At March 13, 2000, there were 7,957,104 shares of common stock outstanding.

Part III  incorporates  information by reference from the Proxy  Statement to be
filed in connection with the registrant's 2000 annual meeting of stockholders.

<PAGE>

Special Note Regarding Forward-Looking Statements

Certain matters  discussed herein are  "forward-looking  statements"  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  These  forward-looking
statements  can  generally  be  identified  as such  because  the context of the
statement  will  include  words such as the Company  "believes,"  "anticipates,"
"expects" or words of similar  import.  Similarly,  statements that describe the
Company's future plans, objectives or goals are forward-looking statements. Such
forward-looking  statements are subject to certain risks and uncertainties which
are described  below or in close  proximity to such  statements  and which could
cause actual  results to differ  materially  from those  currently  anticipated.
Readers  are  urged to  consider  these  factors  carefully  in  evaluating  the
forward-looking statements and are cautioned not to place undue reliance on such
forward-looking  statements. The forward-looking statements made herein are only
made as of the date of this report and the Company  undertakes  no obligation to
publicly update such forward-looking  statements to reflect subsequent events or
circumstances.

Factors that could cause actual  events or results to differ from the  Company's
forward-looking statements include but are not limited to the following:

o    Increased  competition from the Company's existing  competitors or from the
     entry of new  competitors  into the markets in which the Company  sells its
     products;
o    Decreased  demand  for the  Company's  product  due to a decline in overall
     economic activity  affecting the overall sales rate in the markets in which
     the Company sells its products;
o    Increased prices for wood, plastic,  steel,  paint,  fasteners or other raw
     materials  used in the  Company's  products;  o  Decreased  demand  for the
     Company's  products due to inclement  weather  affecting  the overall sales
     rate in the markets in which the Company sells its consumer products; and
o    Changes in the  regulations  governing  the design and use of the Company's
     products, particularly its commercial products.


                                     PART I
Item 1 - Business

General

PlayCore,  Inc. is a leading  designer,  manufacturer and marketer of commercial
and consumer playground equipment and backyard products.  It was incorporated in
Delaware  in January  1992,  and on  January  31 of that year its  wholly  owned
subsidiary  PlayCore  Wisconsin,   Inc.  (formerly  Newco,  Inc.),  a  Wisconsin
corporation  ("PlayCore  Wisconsin"),  incorporated  in November 1991,  acquired
substantially all of the assets and business of a predecessor company. PlayCore,
Inc.  and  PlayCore  Wisconsin,  Inc.  are  sometimes  referred to herein as the
"Company"  or  "PlayCore."  In  April  1998,  the  Company  changed  its name to
PlayCore, Inc. from Swing-N-Slide Corp.

On March 13, 1997, PlayCore Wisconsin acquired all of the issued and outstanding
shares of GameTime,  Inc.,  an Alabama  corporation.  Immediately  following the
acquisition on March 13, 1997, GameTime, Inc. merged into PlayCore Wisconsin.

The Company's  commercial  playground systems are primarily sold under the brand
name GameTime(R).  GameTime(R) is one of the leading manufacturers and marketers
of modular and custom  commercial  outdoor  playground  equipment  in the world.
GameTime(R) markets its


                                       2
<PAGE>

playground systems and components to municipalities, schools, park districts and
other   playground   equipment   users   through   a  network   of   independent
representatives.  The Company's  consumer  playground systems are primarily sold
under the brand name  Swing-N-Slide(R).  The  Swing-N-Slide(R)  product  line is
marketed  through  more than 6,000 home  center,  building  supply and  hardware
stores located in North America and the rest of the world.

On February 16, 1999, the Company acquired all of the capital stock of Heartland
Industries,  Inc.  ("Heartland"),  a maker  of  wooden  storage  buildings,  for
approximately $13.6 million (including the repayment of certain  indebtedness of
Heartland).  Heartland  markets  its  products  through a  national  network  of
company-owned sales branches and independent  dealers. Its products include yard
barns and custom-built garages.

Products and Markets

Commercial Playground Systems

As mentioned  previously,  on March 13, 1997,  PlayCore  Wisconsin  acquired the
stock and business of GameTime,  Inc.  ("GameTime"),  a leading  manufacturer of
commercial playground equipment.

GameTime(R)  manufactures  over  4,000  products  in a wide  variety  of colors.
GameTime(R)'s  largest product offering is plastic and metal playground systems,
which are custom  manufactured  using several hundred  pre-designed  components.
GameTime(R)   also   manufactures   preschool   playground   equipment  such  as
mini-playgrounds and sandboxes,  sport and fitness products,  such as basketball
and soccer  equipment,  park products,  such as picnic tables and picnic benches
and site  amenities,  such as benches,  litter  receptacles  and bicycle  racks.
GameTime(R) also offers replacement parts and accessories for all its playground
systems.

GameTime(R)'s products contain many unique proprietary  components.  Examples of
these include  MegaLoc(R),  a clamp which  maximizes  strength while  minimizing
installation  error;  Bigfoot(R),  a large three-in-one  slide;  Megarock(R),  a
freeform multiple use climber;  and  PlayGraphics(R),  graphics which are molded
into GameTime(R)'s products.

The metal commercial  playground  equipment consists of playground systems built
from plastic and metal  components,  as well as ancillary  playground  equipment
such as swings and whirls.  Plastic  components  are  rotationally  molded using
primarily  low-density  polyethylene  and are  used in  slides,  tubes  and roof
components.  Metal components include steel and aluminum uprights, steel tubing,
decks and hardware.  Nearly all of GameTime(R)'s  sales are conducted  through a
network of independent sales  representatives.  These sales representatives have
access to proprietary CAD software, which allows the customer to design in color
a 3-dimensional  playground  system  on-site,  while  automatically  pricing the
design for the customer and developing order entry data for the Company.


                                       3
<PAGE>

In May 1998,  PlayCore  Wisconsin  acquired  certain assets and assumed  certain
liabilities of Pentes Play, Inc. ("Pentes"),  a leading designer and marketer of
soft contained play systems. Pentes is now marketed and sold through GameTime.

The Pentes  product  line  consists of a wide  variety of custom  designed  soft
contained play systems. These systems can be designed in any array of colors and
sizes.  All  surfaces of the unit that a person comes in contact with are padded
to prevent  injuries.  Within a play system,  all play events are enclosed  with
netting or inside  tubes.  The Pentes play systems are sold  through  GameTime's
network of independent sales  representatives  directly to restaurants,  hotels,
resorts, theme parks and health and fitness clubs.

In 1994, a new line of wooden commercial  playground systems sold under the Tuff
Kids(TM) brand name was added to the  Swing-N-Slide(R)  product line.  This is a
complete playground system targeted at small to medium-size applications such as
day care centers,  churches,  campgrounds and schools.  Installation options for
Tuff  Kids(TM)   commercial   playgrounds  range  from  do-it-yourself  to  full
installation  by a  contractor.  The Tuff Kids(TM) line is sold through the same
distribution channels as Swing-N-Slide(R)'s  consumer playground systems.  There
are five basic models of the Tuff Kids(TM)  commercial  units.  A key feature of
the  Tuff  Kids(TM)  system  is the  modular  design,  which  simplifies  future
expansion.

Consumer Playground Systems and Wooden Storage Buildings

The  Swing-N-Slide(R)  product line  consists of a broad line of  do-it-yourself
wooden playground kits,  plastic slides and accessories for home playground use.
These kits contain  well-illustrated  instructions  to simplify  construction by
do-it-yourself  consumers. The kits are specifically designed to be assembled by
the  consumer,  and most of the kits can be  combined  with each  other and with
Swing-N-Slide(R)'s  high-density polyethylene slides. The Company estimates that
its playground  kits  generally can be assembled by two adults in  approximately
two to twelve hours depending on the size and complexity of the unit.

The wooden playground kits manufactured and sold by Swing-N-Slide(R)  include an
assembly plan,  brackets,  hardware and various accessories in an attractive box
that illustrates and lists the lumber,  nails and tools required to complete the
kit. The Company currently sells twelve basic designs of playground kits.

Swing-N-Slide(R) also designs and manufactures  high-density polyethylene slides
for use on its wooden  playground  kits.  In  addition,  the slides are  readily
adaptable  for  use on  pre-cut,  do-it-yourself  and  custom  playground  units
produced by other  manufacturers.  The Company currently  manufactures and sells
six different high-density polyethylene slides.

Swing-N-Slide(R) sells a broad line of accessories,  which complement its wooden
playground  kits.  Examples of accessories  include swing seats,  metal and wood
swing

                                       4
<PAGE>

hangers,  climbing ropes, ladders, nets,  merry-go-rounds and replacement tarps.
Swing-N-Slide(R)'s  wooden  playground  kits  include  between one and four open
spots that the consumer can customize  with various  accessories.  Therefore,  a
significant  portion of  Swing-N-Slide(R)'s  accessories  are sold in connection
with the purchase of a playground  kit or as upgrades or  replacement  parts for
Swing-N-Slide(R)'s  growing base of installed  units.  The Company also believes
that a portion of its accessories  are sold as replacement  parts for wooden and
metal gym sets produced by other manufacturers.

In February  1999,  the Company  acquired all of the capital stock of Heartland.
After the acquisition was completed, the Company developed a new product line of
premium  backyard play systems sold under the Heartland  brand name. The product
line  includes  several  modular  units  that  are  available  in a  variety  of
combinations,  typically  consisting of a play fort with multiple  decks, a wave
slide, tube slides, and a variety of swing set combinations and monkey bars. The
play  systems  are sold  through  several  of  Heartland's  company-owned  sales
branches.

Heartland is also a manufacturer of wooden storage  products such as yard barns,
custom-built  garages and weekender  cabins.  Yard barns are essentially  wooden
storage sheds commonly used by homeowners to store items such as lawn and garden
equipment and outdoor furniture. In 1999, yard barns accounted for approximately
82 percent of  Heartland's  sales.  Heartland  offers a wide range of options on
each yard barn, garage and weekender cabin that allows for customization  during
the  building  and  design  process  through  the use of over 300 size and style
combinations.  Heartland has a national network of company-owned  sales branches
and independent dealers to sell its products.

Fabrication and Other Products

The Company  manufactures  several metal components that are an integral part of
both its consumer and commercial  playground systems.  In addition,  the Company
designs and  manufactures  custom  fabricated  metal and plastic  parts that are
unrelated  to  playground  equipment  for a small  group of  original  equipment
manufacturer (O.E.M.) customers.  The Company's sales to O.E.M. customers enable
it to  cost-effectively  maintain a core of full-time,  highly  skilled  workers
during the seasonal slower sales periods of the Company's primary business.

In 1996, the Company also began manufacturing and selling the Shape Plastics(TM)
brand of window well covers, composters and utility tubs. The Shape Plastics(TM)
product line is sold through home center stores and building supply retailers.

Customers

GameTime(R)'s  commercial  playground  systems  are sold  through a  network  of
independent  sales  representatives  directly  to city and  county  governments,
nursery, elementary and middle schools, and building contractors.


                                       5
<PAGE>

Because the Company's  Swing-N-Slide  consumer  playground  systems products are
mainly designed for the  do-it-yourself  consumer,  and because its kits require
lumber,  almost all of the Company's consumer  playground systems sales are made
to home center and  building  supply  retailers  such as 84 Lumber,  Home Depot,
Lowes, and Payless Cashways,  and hardware stores which carry lumber such as Ace
Hardware and HWI. The Company  estimates the total number of retail outlets that
carry the Company's Swing-N-Slide(R) product line at approximately 6,000.

Heartland sells its backyard wooden storage  products and play systems through a
national network of company-owned  retail locations and independent dealers. The
products are sold directly to consumers.

Manufacture and Assembly

The  Company's  commercial  playground  systems,  with the exception of the Tuff
Kids(TM) product line, are manufactured at two facilities located in Fort Payne,
Alabama.  The Company owns these facilities.  The Company also leases a 3.5-acre
parcel of land in Crystal Springs,  Georgia on which a wood-processing  facility
is located.  In addition,  the Company leases a facility totaling  approximately
7,000 square feet located in Charlotte,  North Carolina where the Pentes product
line is designed.

All of the Company's  Swing-N-Slide  consumer play systems and the Tuff Kids(TM)
commercial  product  line  are  manufactured,  assembled  and  packaged  at  two
locations  located in  Janesville,  Wisconsin.  These  facilities  were designed
specifically  to assemble,  package and warehouse the  Swing-N-Slide(R)  product
line.  These facilities and the Company's  production  processes are designed to
promote maximum production flexibility. The plant has multiple production lines,
which  enable the Company to produce  varying  quantities  of products or change
production runs depending on customer demand.

The Company's  wooden storage  products and the Heartland  consumer play systems
are  manufactured  at three  facilities.  The  largest is a facility  located in
Indianapolis,  Indiana.  The two other  manufacturing  facilities are located in
Charleston, South Carolina and Dixon, California.

The  Company  anticipates  that its  various  facilities  will  have  sufficient
capacity for at least the next twenty-four months.

The Company typically notifies the suppliers of its primary raw materials,  such
as steel,  paint,  wood,  aluminum and  polyethylene,  of its  projected  annual
requirements  in the  fall of  each  year,  and  coordinates  shipments  of such
materials  with its  suppliers  throughout  the year.  Management  believes that
alternate  sources of supply are readily  available  for  substantially  all raw
materials and components. The Company believes that it currently has an adequate
supply of raw  materials  and  components.  Imports  represent an  insignificant
portion of the Company's raw materials.


                                       6
<PAGE>

Competition

The market for commercial playground systems is highly competitive.  GameTime(R)
is one of four major manufacturers of commercial  playground systems.  Its three
largest  competitors  are  Miracle  Recreation   Equipment  Company,   Landscape
Structures,  Inc.,  and Little  Tikes  Commercial  PlaySystems,  Inc., a unit of
Newell Rubbermaid,  Inc. GameTime(R) competes on the basis of new product design
and innovation, price, safety and unique product characteristics.

The market for consumer  playground  systems is also highly  competitive and the
Company faces competition from manufacturers of metal swing sets and pre-cut and
custom  built  wood  kits.  Hedstrom  Corporation  is a major  manufacturer  and
marketer of metal gym sets,  plastic and metal slides and accessories.  Hedstrom
Corporation  also  manufactures  and sells a  competing  line of  do-it-yourself
wooden playground kits. Several other  manufacturers also manufacture and market
kit  products  which are similar to the  Company's  consumer  kits.  The Company
competes on the basis of design, a complete merchandising program,  quality, and
timeliness of delivery,  service,  price,  packaging and brand name recognition.
The  Company  believes  that its  design  capabilities,  complete  merchandising
programs,  marketing activities and reputation for on-time delivery enable it to
compete  effectively.  Each year customer programs are negotiated with retailers
for the upcoming selling season.

The market for backyard wooden storage products is also highly competitive.  The
Company  faces  competition  from  manufacturers  of metal and  plastic  storage
products.  Arrow Group Industries is a major  manufacturer and marketer of metal
storage buildings. Other competitors include Handy Home Products, a manufacturer
of  do-it-yourself  wooden storage  buildings,  and Tuff Shed, a manufacturer of
installed wooden storage  buildings.  Heartland competes on the basis of design,
quality, price and brand name recognition.

Seasonality and Backlog

         The  Company's  sales  pattern is seasonal and is  concentrated  in the
period from April 1 through September 30. For the years ended December 31, 1997,
1998  and  1999,   approximately   67  percent,   58  percent  and  60  percent,
respectively,  of the Company's net sales occurred between April 1 and September
30. The amount of backlog  existent at any one time is not a significant  factor
and normally does not exceed 10 percent of annual sales.

         Typically,  indebtedness under the Company's  revolving credit facility
increases  during  the  first  and  second  quarters,  primarily  as a result of
increased working capital needs to meet the seasonal increase in production. The
Company offers a first  order-dating  program to its larger consumer  playground
systems  customers,  which  results  in April and May being the peak  months for
borrowing.


                                       7
<PAGE>

Trade Names and Trademarks

The Company uses numerous trademarks and trade names in its business.  While the
Company believes that the products and services  underlying such trade names and
trademarks  are of importance to the Company and that such  trademarks and trade
names as a whole are of material  importance to the Company's  business in which
they are used, none, besides GameTime(R) and  Swing-N-Slide(R),  individually is
material to the Company's business.

Regulation

The Company's  products are designed and tested to meet the safety guidelines of
the American Society for Testing and Materials (ASTM) for commercial  playground
systems and home playground  systems.  The Company utilizes  third-party testing
agencies as well as conducting  in-house testing to ensure that they comply with
the ASTM  guidelines.  Commercial  playground  systems are also certified by the
International Play Equipment  Manufacturers  Association  (IPEMA),  of which the
Company is an active participant.  IPEMA is a member driven  international trade
organization  that represents and promotes an open market for  manufacturers  of
playground equipment.

The Company is subject to the  environmental  laws and regulations of the United
States and the  States of  Wisconsin,  Alabama,  California,  Indiana  and South
Carolina,  as well as local ordinances.  The Company has established  procedures
for  maintaining  environmental  law  compliance,  including  procedures for the
disposal  of  limited   quantities  of  hazardous  waste,   with  United  States
Environmental  Protection  Agency ("EPA")  licensed  haulers and recyclers.  The
Company also incurs on-going costs in monitoring  compliance with  environmental
laws and in connection with disposal of non-hazardous waste materials. Costs for
environmental compliance and waste disposal have not traditionally been material
to the Company. However,  environmental laws and regulations imposed through the
EPA and state environmental  agencies nationwide are becoming more stringent and
could result in higher costs for the Company and its competitors in the future.

In  general,   the  Company  has  not  experienced   difficulty  complying  with
governmental  regulations,  and compliance has not had a material  effect on the
Company's business.

Employees

At December 31, 1999, the Company had 1,062  full-time  employees  consisting of
290 sales and marketing employees,  185 employees involved in administration and
587 employees  engaged in manufacturing  and assembling.  During peak production
months, such as March, the Company hires approximately 135 additional  temporary
employees  for  manufacture  and  assembly.  None of the  full-time or temporary
employees are represented by a union.  The Company has never  experienced a work
stoppage or slowdown.


                                       8
<PAGE>

Item 2 - Properties
-------------------

The Company's commercial playground systems manufacturing facilities are located
in Fort Payne, Alabama. The facilities consist of a 350,000 square foot building
and a 25,000 square foot building on approximately 78 acres.
All land and facilities are owned by the Company.

The Company's  manufacturing  and distribution  facilities for the Swing-N-Slide
consumer  playground  systems  and its leased  corporate  offices are located in
Janesville,   Wisconsin.   The  facilities   consist  of  two   buildings,   one
approximately  132,000  square feet and the other  approximately  30,000  square
feet, both located on  approximately  twenty-six  acres. All land and facilities
are owned by the Company. Substantially all the Company's owned real property is
mortgaged to its senior lenders.

The  Company  has  a   non-cancelable   operating  lease  through  2002  for  an
approximately  92,000 square foot building that acts as the distribution  center
for the  Swing-N-Slide(R)  product  line.  In addition,  since  March,  1997 the
Company has leased  approximately 20,000 square feet of warehouse space pursuant
to a year-to-year lease. These facilities are located in Janesville,  Wisconsin,
and are expected to provide  sufficient  storage space for an adequate supply of
the  Company's  products to meet  demand.  In  addition,  the  Company  leases a
3.5-acre parcel of land in Crystal Springs,  Georgia on which a  wood-processing
facility is located and leases a 7,000 square foot facility in Charlotte,  North
Carolina where the Pentes product line is designed.

The  Company's  wooden  storage  product line and the  Heartland  consumer  play
systems are manufactured at three locations.  The largest facility is located in
Indianapolis,  Indiana and is 108,000 square feet.  The two other  manufacturing
facilities are located in Charleston,  South Carolina and Dixon,  California and
are 9,000 square feet and 11,500 square feet, respectively. All three facilities
are leased by the Company.

Item 3 - Legal Proceedings
--------------------------

Due to the nature of its  business,  the Company,  at any  particular  time,  is
typically  subject to a number of product liability claims for personal injuries
allegedly  relating to its products.  The Company has to date been successful in
defending or settling such claims. Thus far, no such claims have resulted in any
material payments on account of defending or settling such claims. The Company's
products are designed to meet applicable ASTM guidelines.  However, sales of the
Company's  products have increased and several of the Company's products are new
and,  therefore,  insufficient  historical data exists to accurately predict the
expected claims experience of such products.  Because of the foregoing  factors,
there can be no  assurance  that the  Company  will not be subject  to  material
liabilities on account of product liability claims in the future.


                                       9
<PAGE>

The Company currently  maintains an occurrence based product liability insurance
policy with  coverage of up to $1.0 million per  occurrence  and $2.0 million in
the aggregate  with a deductible  of $50,000 per  occurrence.  In addition,  the
Company  maintains excess occurrence based coverage for product liability claims
with a  limit  of  $50.0  million  per  occurrence  and in the  aggregate  and a
deductible of $10,000 per occurrence.

In addition to product  liability  proceedings,  the Company  has,  from time to
time,  become a party to other claims and lawsuits in the ordinary course of its
business.  The Company  believes  that any such claims and lawsuits to which the
Company may currently be a party will not have a material  adverse effect on the
financial condition or results of operations of the Company.



                                       10
<PAGE>

Item 4 - Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

No matters were submitted to a vote of the Company's security holders during the
last quarter of the year ended December 31, 1999.





                                       11
<PAGE>

                                     Part II
                                     -------

Item 5-Market for the Registrant's Common Equity and Related Stockholder Matters
--------------------------------------------------------------------------------

Common Stock Prices and Dividends

PlayCore's stock has been traded on the American Stock Exchange (AMEX) under the
symbol "PCO" since April 28, 1998.  From August 10, 1995 to April 27, 1998,  the
Company's  stock was  traded on the  American  Stock  Exchange  under the symbol
"SWG".  From  July 6,  1995 to August  9,  1995,  the  stock  was  traded on the
over-the-counter  market  and prior to July 6, 1995 the stock was  traded on the
Nasdaq Stock Market. Set forth below for the calendar quarters indicated are the
high and low sales prices, as applicable.

                           1998                            1999
                  -----------------------        ----------------------
                     High       Low                High          Low
                  -----------------------        ----------------------
1st Quarter         4-3/8       3-3/8              5-5/8         4-1/4
2nd Quarter         4-15/16     3-5/8              6-1/2         4-3/4
3rd Quarter         4-1/2       3-11/16            9             5-5/8
4th Quarter         5-1/4       3-1/2             10-3/4         6-3/8

------------------------

As of March 13,  2000,  there were 80 record  holders  and  approximately  1,000
beneficial owners of PlayCore's common stock.

There  have  been no  dividends  paid to  stockholders  since the  formation  of
PlayCore  in  January  1992.  Under the  terms of the  Company's  senior  credit
facility,  PlayCore and PlayCore Wisconsin are generally  prohibited from paying
dividends to stockholders.



                                       12
<PAGE>

Item 6 -Selected Financial Data
<TABLE>
<CAPTION>
                                                                 Year Ended December 31
                                             ----------------------------------------------------------------
                                                 1995        1996        1997        1998           1999
                                             ----------------------------------------------------------------
                                                           (in thousands, except per share amounts)
Statement of income data:
<S>                                              <C>         <C>         <C>         <C>          <C>
Net sales....................................    $45,077     $41,872     $89,494     $114,792     $191,936
Gross profit.................................     21,902      20,544      40,901       53,374       79,202
Operating income.............................     11,131       9,618      11,573       15,574       21,159
Income before income taxes and
   extraordinary item........................      6,727       3,050       3,307        7,696       11,591
Extraordinary item...........................          -           -        (860)           -            -
Net income...................................      4,127       1,570       1,177        4,676        7,086

Per common share:
Basic:
   Income before extraordinary item..........      $0.67       $0.26       $0.29        $0.59        $0.89
   Extraordinary item........................          -           -       (0.12)           -            -
   Net income................................      $0.67       $0.26       $0.17        $0.59        $0.89

Diluted:
   Income before extraordinary item..........      $0.67       $0.26       $0.28        $0.51        $0.73
   Extraordinary item........................          -           -       (0.10)           -            -
   Net income................................      $0.67       $0.26       $0.18        $0.51        $0.73

Balance sheet data(at period end):

Working capital deficit......................       ($81)    ($1,525)    ($2,242)       ($723)     ($3,353)
Total assets.................................     44,585      46,264     101,165      103,440      140,311
Total debt   (1).............................     41,738      41,498      72,531       66,951       87,682
Total stockholders' equity (deficit).........       (796)        789      11,694       16,376       23,631


(1)  Includes revolving loan and current and long-term portions of debt and capital leases
</TABLE>


                                       13
<PAGE>

Item  7-Management's  Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------

The  following is a comparison  of the results of  operations of the Company for
the year ended  December 31, 1999,  with the results of operations  for the year
ended  December 31, 1998,  and of the results of  operations  for the year ended
December 31, 1998,  with the results of operations  for the year ended  December
31, 1997.

On  February  16,  1999,  the  Company  acquired  all of the  capital  stock  of
Heartland,  a maker of backyard storage buildings.  The acquisition of Heartland
was accounted for using the purchase method. Therefore, the results of Heartland
are included with those of the Company beginning with the date of acquisition.

Results of Operations:

Year ended December 31, 1999, compared to the year ended December 31, 1998.

Net Sales. Net sales increased $77.1 million, or 67.2 percent, to $191.9 million
for the year ended  December 31, 1999 as compared to $114.8 million for the year
ended  December 31, 1998.  Sales of the Company's  consumer  products  increased
$67.0 million,  or 166.3 percent,  to $107.3 million for the year ended December
31,  1999 as compared  to $40.3  million  for the same  period a year ago.  This
increase in sales was mainly  attributable to the inclusion of Heartland's sales
from February 16, 1999, the date of its acquisition,  through December 31, 1999.
Sales of the Company's  commercial  products  increased  $10.2 million,  or 13.6
percent,  to $84.7  million for the twelve  months  ended  December  31, 1999 as
compared to $74.5 million for the same period a year ago. Sales of the Company's
commercial  products  continue to benefit from growth in the  commercial  market
driven by strong demographic  trends and the impact of new playground  equipment
safety standards.

Gross Profit.  Gross profit increased $25.8 million,  or 48.4 percent,  to $79.2
million but  decreased as a percentage of net sales to 41.3 percent for the year
ended  December  31, 1999 as compared to $53.4  million and 46.5 percent for the
year ended  December  31,  1998.  The primary  reason for the  decrease in gross
profit margin was the impact of Heartland's wooden storage building sales, which
have a lower profit margin than consumer and  commercial  playground  equipment.
Gross  profit  for the  Company's  consumer  products  segment  increased  $22.1
million, or 125.5 percent, to $39.7 million but decreased as a percentage of net
sales to 37.0 percent for the year ended  December 31, 1999 as compared to $17.6
million and 43.8  percent for the same period a year ago.  Gross  profit for the
Company's  commercial  products segment increased $3.7 million, or 10.4 percent,
to $39.5  million but decreased as a percentage of net sales to 46.7 percent for
the year ended  December 31, 1999 as compared to $35.8  million and 47.9 percent
for the year ended December 31, 1998. The decrease in the gross profit margin of
the commercial  products was mainly due to manufacturing  inefficiencies  during
the peak  production  season caused by the increased use of temporary  employees
and costs related to the expansion of the production facility.


                                       14
<PAGE>

Selling Expenses.  Selling and marketing  expenses  increased $10.3 million,  or
40.8 percent, but decreased as a percentage of net sales to 18.4 percent for the
year ended  December  31, 1999 as compared to $25.1  million and 21.9 percent of
net sales for the same period a year ago. The dollar  increase was primarily due
to inclusion of Heartland's  selling  expenses for the period  February 16, 1999
through  December  31,  1999.  The  decrease  as a  percentage  of net sales was
attributable to the impact of higher sales volume on fixed selling  expenses and
the lower  selling  costs as a percentage  of net sales  associated  with wooden
storage  building sales.  Selling expenses for the Company's  consumer  products
increased $8.3 million,  or 105.1  percent,  to $16.2 million for the year ended
December  31, 1999 as compared to $7.9  million for the year ended  December 31,
1998.  Selling  expenses for the Company's  commercial  products  increased $2.0
million,  or 11.1 percent, to $19.2 million for the year ended December 31, 1999
as compared to $17.2 million for the same period a year ago.

General  and  Administrative  Expenses.   General  and  administrative  expenses
increased  $9.3 million,  or 88.2  percent,  to $19.9 million and increased as a
percentage of net sales to 10.4 percent for the twelve months ended December 31,
1999 as compared to $10.6  million and 9.2 percent for the twelve  months  ended
December 31, 1998.  The dollar  increase was  primarily  due to the inclusion of
Heartland's general and administrative expenses for the period February 16, 1999
through  December 31, 1999. The increase as a percentage of net sales was mostly
due to the impact of higher general and administrative  expenses as a percentage
of net sales related to wooden storage building sales.

Amortization of Intangible Assets.  Amortization of financing fees, goodwill and
other  identifiable  intangible  assets  was $2.8  million  for the  year  ended
December  31, 1999 as compared to $2.1  million for the year ended  December 31,
1998.  The increase in  amortization  was a result of the goodwill and financing
fees associated with the Heartland acquisition.

Other Expenses.  Interest expense increased $1.4 million to $8.9 million for the
year ended  December  31,  1999.  The increase in interest was mainly due to the
additional debt incurred in connection with the Heartland acquisition.

Year ended December 31, 1998, compared to the year ended December 31, 1997.

Net Sales.  Net sales  increased by $25.3  million,  or 28.3 percent,  to $114.8
million for the year ended  December  31, 1998 as compared to $89.5  million for
the year ended December 31, 1997. The primary  reasons for the increase in sales
were the  inclusion of  GameTime(R)  sales for the entire  twelve months of 1998
versus the inclusion of GameTime(R)  sales from the date of  acquisition,  March
13,  1997,  through  December 31,  1997,  and the growth in sales of  commercial
playground  equipment.  The  growth in  commercial  playground  sales was mainly
attributable to the impact of new playground  equipment safety standards.  Sales
of the  Company's  consumer  products also  increased by $3.9  million,  or 10.8
percent,  to $40.3  million for the year ended  December 31, 1998 as compared to
$36.4 million for the same period a year ago. This sales  increase was driven by
new product  introductions,  expanded  sales with major  retailers  and enhanced
marketing programs.


                                       15
<PAGE>

Gross Profit.  Gross profit increased $12.5 million,  or 30.5 percent,  to $53.4
million  andincreased  as a percentage of net sales to 46.5 percent for the year
ended  December  31, 1998 as compared to $40.9  million and 45.7 percent for the
same period a year ago. The main reasons for the increase in gross profit margin
were the impact of higher sales volume on fixed costs and improved manufacturing
efficiencies.  Gross  profit  for  the  Company's  commercial  products  segment
increased  $11.0 million,  or 44.5 percent,  to $35.8 million for the year ended
December 31, 1998 as compared to $24.8  million for the period March 13, 1997 to
December 31, 1997.  Gross profit for the  Company's  consumer  products  segment
increased  $1.5  million,  or 9.0 percent,  to $17.6  million for the year ended
December  31,  1998 as compared to $16.1  million  for the twelve  months  ended
December 31, 1997.

Selling Expenses. Selling and marketing expenses increased $7.3 million, or 41.0
percent,  to $25.1  million and  increased as a percentage  of net sales to 21.9
percent for the year ended  December  31, 1998 as compared to $17.8  million and
19.9  percent for the year ended  December  31,  1997.  The dollar  increase was
primarily due to the inclusion of GameTime(R)'s  selling and marketing  expenses
for the entire twelve months of 1998.  The increase as a percentage of net sales
was mainly due to the higher selling costs as a percentage of net sales inherent
in commercial  playground  equipment  sales.  Selling expenses for the Company's
commercial  products increased $5.0 million,  or 41.1 percent,  to $17.2 million
for the year ended December 31, 1998 as compared to $12.2 million for the period
March 13, 1997 to December 31, 1997. Selling expenses for the Company's consumer
products increased $2.3 million,  or 40.8 percent,  to $7.9 million for the year
ended  December  31, 1998 as compared to $5.6 million for the same period a year
ago. This  increase was mainly due to the  additional  selling costs  associated
with increased sales and enhanced marketing programs.

General  and  Administrative  Expenses.   General  and  administrative  expenses
increased  $1.0 million,  or 10.0  percent,  to $10.6 million but decreased as a
percentage  of net sales to 9.2 percent for the year ended  December 31, 1998 as
compared to $9.6  million and 10.7  percent for the same period a year ago.  The
dollar increase was primarily due to the inclusion of GameTime(R)'s  general and
administrative  expenses for the full twelve  months in 1998.  The decrease as a
percentage  of net sales was  primarily due to the impact of higher sales volume
on fixed general and administrative expenses.

Amortization of Intangible Assets. Amortization of financing fees, goodwill, and
other  identifiable  intangible  assets  was $2.1  million  for the  year  ended
December  31, 1998 as compared to $1.9  million for the year ended  December 31,
1997. Additional  amortization resulted from goodwill,  identifiable  intangible
assets and financing fees associated with the GameTime(R) acquisition for a full
twelve months in 1998.

Other  Expenses.  Interest  expense  increased  $49,000 to $7.5  million for the
twelve months ended December 31, 1998. The increase in interest  expense was due
to the  additional  debt that was incurred in  connection  with the  GameTime(R)
acquisition in March 1997.


                                       16
<PAGE>

Other  expense  decreased to $0.3  million for the year ended  December 31, 1998
from $0.8million for the same period a year ago. In 1997, other expense included
costs related to the settlement of stockholder lawsuits.

Liquidity and Capital Resources

The Company's  primary sources of working capital are cash flows from operations
and borrowings under PlayCore  Wisconsin,  Inc.'s senior credit facility,  which
was entered into in March 1997,  amended in February 1999 and in March 2000, and
runs through June 2003. PlayCore Wisconsin, Inc. is a wholly owned subsidiary of
the Company.  The PlayCore  Wisconsin  facility  consists of (a) a $33.0 million
revolving  credit  facility;  (b) a $38.0 million Term A facility and (c) a $9.0
million  Term B  facility.  The  revolving  loan  facility  will reduce to $28.0
million after July 31, 2000. The entire facility is guaranteed by PlayCore, Inc.
and secured by a first priority mortgage or security interest in all of PlayCore
Wisconsin's  tangible and intangible assets, as well as the pledge of all of the
outstanding shares of PlayCore Wisconsin common stock. In addition,  the Company
and  PlayCore  Wisconsin  are subject to certain  restrictive  covenants,  which
include,  among other things, a general  restriction on the payment of dividends
and a limitation on additional indebtedness.

Borrowing availability under the PlayCore Wisconsin revolving credit facility is
limited  to  specified   percentages  of  qualified   inventories  and  accounts
receivable,  not to exceed $33.0 million.  At December 31, 1999, the outstanding
amount of the  revolving  loan  facility was $25.1  million,  and the  remaining
availability was approximately $0.9 million.

The Company made capital expenditures totaling approximately $7.2 million in the
year ended December 31, 1999. Approximately $4.4 million of this total was spent
on an  expansion  of the  GameTime(R)  facility  in Fort  Payne,  Alabama.  This
expansion provides needed additional capacity to meet projected sales growth and
also allows for better workflow through the facility.  The Company  continues to
evaluate  opportunities  for both internal and external growth and believes that
funds generated from operations and its current and anticipated  future capacity
for borrowing will be sufficient to fund current business  operations as well as
anticipated future capital expenditures and growth opportunities.

Impact of Year 2000

In late 1999, the Company  completed its remediation and testing of systems with
respect to Year 2000 readiness. As a result of those planning and implementation
efforts, the Company experienced no significant  disruptions in mission critical
information technology and non-information technology systems and believes those
systems  successfully  responded  to the Year  2000  date  change.  The  Company
expensed  approximately  $169,000 during 1999 in connection with remediating its
systems  for the Year 2000.  The Company is not aware of any  material  problems
resulting from Year 2000 issues, either with our products, our internal systems,
or the  products  and services of third  parties.  The Company will  continue to
monitor its mission  critical  computer  applications and those of its suppliers
and vendors throughout the year 2000 to ensure that any latent Year 2000 matters
that may arise are addressed promptly.


                                       17
<PAGE>

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------

The Company is exposed to market risk related to changes in interest rates.  The
Company's  earnings are affected by changes in the interest  rate as a result of
its borrowings  under the senior credit  facility.  If market interest rates for
the borrowings  under the senior credit facility average 1% more during the year
ended  December  31,  2000 than they did during  1999,  the  Company's  interest
expense would increase,  and income before taxes would decrease by approximately
$0.7  million.  This analysis does not consider the effects of the reduced level
of overall economic  activity that could exist in such an environment.  Further,
in the event of a change of such  magnitude,  management  could take  actions to
further mitigate its exposure to the change.  However, due to the uncertainty of
the  specific  actions  that  would be taken and  their  possible  effects,  the
sensitivity analysis assumes no changes in the Company's financial structure.

In February  2000,  the Company  entered  into an  interest  rate cap  agreement
covering $20.0 million of outstanding  debt  obligations  and expiring  February
2002.  The cap  agreement  places a LIBOR rate ceiling of 8% on the  obligations
covered.

Item 8 - Financial Statements and Supplementary Data
----------------------------------------------------

Index to Financial Statements:
                                                                     Form 10-K
                                PlayCore, Inc.:                     Page Number
                                                                    -----------

     Report of Independent Auditors....................................19

         Consolidated Balance Sheets at December 31, 1998
         and 1999......................................................20

         For the years ended December 31, 1997, 1998 and 1999:

         - Consolidated Statements of Income...........................22
         - Consolidated Statements of Stockholders' Equity.............23
         - Consolidated Statements of Cash Flows.......................24

         Notes to Consolidated Financial Statements....................26



                                       18
<PAGE>

                Report of Ernst & Young LLP, Independent Auditors

Board of Directors and Stockholders
PlayCore, Inc.

We have audited the accompanying  consolidated balance sheets of PlayCore,  Inc.
(the  Company) as of December  31, 1998 and 1999,  and the related  consolidated
statements of income,  stockholders' equity and cash flows for each of the three
years in the period  ended  December  31,  1999.  Our audits also  included  the
financial statement schedules listed in the Index at Item 14(a). These financial
statements and schedules are the responsibility of the Company's management. Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial  position of the Company at
December 31, 1998 and 1999, and the  consolidated  results of its operations and
its cash flows for each of the three  years in the  period  ended  December  31,
1999, in conformity with accounting  principles generally accepted in the United
States. Also, in our opinion,  the related financial statement  schedules,  when
considered  in  relation  to the basic  financial  statements  taken as a whole,
present fairly in all material respects the information set forth therein.


Milwaukee, Wisconsin                                           ERNST & YOUNG LLP
January 28, 2000, except for
    Note 4 as to which the
    date is March 3, 2000




                                       19
<PAGE>
                                 PlayCore, Inc.

                           Consolidated Balance Sheets

                                                              December 31
                                                          1998          1999
                                                       -------------------------
                                                         (In Thousands, Except
                                                            Shares and Per
                                                             Share Data)
Assets
Current assets:
  Cash                                                   $    487       $    800
  Accounts receivable, less allowance for doubtful
    accounts of $801 and $666                              18,036         28,302
  Other receivables                                           551          1,219
  Refundable income taxes                                       -          1,169
  Inventories                                              11,754         19,124
  Prepaid expenses                                          1,869          3,099
  Deferred income taxes                                       890          1,855
                                                       -------------------------
Total current assets                                       33,587         55,568


Property, plant and equipment, net                         20,871         26,688
Deferred financing and other costs, net of accumulated
  amortization of $1,557 and $2,537                         3,194          3,557
Identifiable intangible assets, net of accumulated
  amortization of $843 and $1,169                           6,593          6,358
Goodwill, net of accumulated amortization of $5,156
  and $6,621                                               39,195         47,768
Other long-term assets                                          -            372
                                                       -------------------------
                                                         $103,440       $140,311
                                                       =========================



                                       20
<PAGE>

                                                              December 31
                                                          1998          1999
                                                       -------------------------
                                                         (In Thousands, Except
                                                            Shares and Per
                                                             Share Data)
Liabilities and stockholders' equity
Current liabilities:
  Revolving loan                                         $  9,940      $ 25,105
  Accounts payable                                          5,346         9,319
  Accrued income taxes                                        216             -
  Accrued expenses                                         11,106        15,410
  Current portion of long-term debt                         7,702         9,087
                                                       -------------------------
Total current liabilities                                  34,310        58,921

Long-term debt                                             42,288        46,232
Convertible subordinated debentures                         7,021         7,258
Deferred income taxes                                       3,445         4,269

Commitments (Note 4)

Stockholders' equity:
  Preferred stock, $.01 par value, 5,000,000 shares
   authorized, no shares issued or outstanding                  -             -
  Common stock, $.01 par value, 25,000,000 shares
   authorized, 11,543,349 and 11,575,599 shares issued        115           116
  Class B common stock, $.01 par value, 1,750,000 shares
   authorized, no shares issued or outstanding                  -             -
  Additional paid-in capital                               37,524        37,692
  Retained earnings                                        19,248        26,334
  Cost of 3,634,385 shares of common stock in treasury    (40,511)      (40,511)
                                                       -------------------------
Total stockholders' equity                                 16,376        23,631
                                                       -------------------------
                                                         $103,440      $140,311
                                                       =========================
See accompanying notes.

                                       21
<PAGE>
<TABLE>
                                                  PlayCore, Inc.

                                         Consolidated Statements of Income
<CAPTION>
                                                                   Year ended December 31
                                                           1997                1998             1999
                                                   --------------------------------------------------------
                                                            (In Thousands, Except Per Share Data)

<S>                                                      <C>                 <C>              <C>
Net sales                                                $ 89,494            $114,792         $191,936
Cost of goods sold                                         48,593              61,418          112,734
                                                   --------------------------------------------------------
Gross profit                                               40,901              53,374           79,202

Operating expenses:
 Selling                                                   17,813              25,113           35,366
 General and administrative                                 9,616              10,575           19,906
 Amortization of intangible assets                          1,899               2,112            2,771
                                                   --------------------------------------------------------
                                                           29,328              37,800           58,043
                                                   --------------------------------------------------------
Operating income                                           11,573              15,574           21,159

Other expense:
 Interest expense                                           7,485               7,534            8,930
 Other, net                                                   781                 344              638
                                                   --------------------------------------------------------
Total other expense                                         8,266               7,878            9,568
                                                   --------------------------------------------------------
Income before income taxes and
 extraordinary item                                         3,307               7,696           11,591

Provision (credit) for income taxes:
 Current                                                     (235)              1,070            1,223
 Deferred                                                   1,280               1,725            3,057
 Benefit applied to reduce goodwill                           225                 225              225
                                                   --------------------------------------------------------
                                                            1,270               3,020            4,505
                                                   --------------------------------------------------------
Income before extraordinary item                            2,037               4,676            7,086
Extraordinary loss, net of income tax
 benefit of $540                                              860                   -                -
                                                   ========================================================
Net income                                               $  1,177            $  4,676         $  7,086
                                                   ========================================================
Basic earnings per share:
 Income before extraordinary item                        $    .29            $    .59         $    .89
 Extraordinary item                                          (.12)                  -                -
                                                   --------------------------------------------------------
 Net income                                              $    .17            $    .59         $    .89
                                                   ========================================================
Diluted earnings per share:
 Income before extraordinary item                        $    .28            $    .51         $    .73
 Extraordinary item                                          (.10)                  -                -
                                                   --------------------------------------------------------
 Net income                                              $    .18            $    .51         $    .73
                                                   ========================================================

</TABLE>

                                       22
See accompanying notes.
<PAGE>
<TABLE>
                                                          PlayCore, Inc.

                                          Consolidated Statements of Stockholders' Equity
<CAPTION>


                                                    Common Stock        Additional                   Treasury Stock
                                                ----------------------- Paid-In     Retained     ---------------------
                                                 Shares      Amount     Capital     Earnings      Shares       Amount        Total
                                                ------------------------------------------------------------------------------------
                                                                        (In Thousands, Except Shares)

<S>                                              <C>           <C>      <C>         <C>          <C>         <C>          <C>
Balance at December 31, 1996                      9,604,000    $ 96     $27,646     $13,395      3,600,000   $(40,348)    $   789
   Issuance of common stock, net of offering
     costs of $617                                1,381,238      13       4,918           -              -          -       4,931
   Issuance of common stock warrant                       -       -       2,723           -              -          -       2,723
   Purchase of common stock for treasury                  -       -           -           -         34,385       (163)       (163)
   Issuance of common stock in repayment
     of Junior Subordinated Bridge Note             488,382       5       1,956           -              -          -       1,961
   Interest on Junior Subordinated Bridge
     Note converted to common stock                  68,648       1         275           -              -          -         276
   Net income                                             -       -           -       1,177              -          -       1,177
                                                ------------------------------------------------------------------------------------
Balance at December 31, 1997                     11,542,268     115      37,518      14,572      3,634,385    (40,511)     11,694
   Issuance of common stock                           1,081       -           6           -              -          -           6
   Net income                                             -       -           -       4,676              -          -       4,676
                                                ------------------------------------------------------------------------------------
Balance at December 31, 1998                     11,543,349     115      37,524      19,248      3,634,385    (40,511)     16,376
   Issuance of common stock                           2,250       -          14           -              -          -          14
   Exercise of stock options                         30,000       1         154           -              -          -         155
   Net income                                             -       -           -       7,086              -          -       7,086
                                                ====================================================================================
Balance at December 31, 1999                     11,575,599    $116     $37,692     $26,334      3,634,385   $(40,511)    $23,631
                                                ====================================================================================
</TABLE>

See accompanying notes.
                                       23
<PAGE>
<TABLE>
                                                  PlayCore, Inc.

                                       Consolidated Statements of Cash Flows
<CAPTION>
                                                                             Year ended December 31
                                                                    1997           1998          1999
                                                             ----------------------------------------------
                                                                               (In Thousands)
Operating activities
<S>                                                               <C>            <C>           <C>
Net income                                                        $  1,177       $  4,676      $  7,086
Adjustments to reconcile net income to net
   cash provided by operating activities:
     Deferred income taxes                                           1,280          1,725         3,057
     Benefit applied to reduce goodwill                                225            225           225
     Write-off of unamortized deferred financing
      costs                                                          1,400              -             -
     Depreciation                                                    1,666          2,484         3,052
     Amortization of deferred financing costs,
       intangible assets and goodwill                                1,899          2,112         2,771
     Amortization of debt discount                                     289            365           365
     Interest converted to convertible subordinated
       debentures and common stock                                     822            617           237
     Changes in operating assets and liabilities:
       Accounts receivable                                          (2,692)        (4,712)       (9,544)
       Other receivables                                               529           (380)         (661)
       Income taxes                                                 (1,158)         1,373        (1,109)
       Inventories                                                  (1,129)           867        (2,628)
       Prepaid expenses                                                681           (275)         (839)
       Accounts payable                                               (567)          (759)        2,463
       Accrued expenses                                              4,699          1,609        (1,423)
                                                             ----------------------------------------------
Net cash provided by operating activities                            9,121          9,927         3,052

Investing activities
Acquisitions of businesses, net of cash acquired                   (42,614)          (590)      (14,766)
Purchase of property, plant and equipment                           (1,640)        (2,777)       (7,167)
Other                                                                 (141)             -          (261)
                                                             ----------------------------------------------
Net cash used in investing activities                              (44,395)        (3,367)      (22,194)

</TABLE>

See accompanying notes.
                                        24
<PAGE>

                                 PlayCore, Inc.

                Consolidated Statements of Cash Flows (continued)

<TABLE>
                                                  PlayCore, Inc.

                                       Consolidated Statements of Cash Flows
<CAPTION>
                                                                             Year ended December 31
                                                                    1997           1998          1999
                                                             ----------------------------------------------
                                                                               (In Thousands)
Financing activities
<S>                                                               <C>             <C>          <C>
Net change in revolving loan                                      $  1,990        $ 2,325      $ 15,165
Issuance of long-term debt                                          63,777            535        10,323
Payments on long-term debt                                         (34,264)        (9,422)       (5,359)
Debt issuance costs incurred                                        (3,044)          (194)         (843)
Proceeds from issuance of common stock                               4,931              6            14
Proceeds from issuance of common stock warrant                       2,723              -             -
Proceeds from exercise of stock options                                  -              -           155
Purchase of common stock for treasury                                 (163)             -             -
                                                             ----------------------------------------------
Net cash provided by (used in) financing activities                 35,950         (6,750)       19,455
                                                             ----------------------------------------------
Net increase (decrease) in cash                                        676           (190)          313
Cash at beginning of year                                                1            677           487
                                                             ----------------------------------------------
Cash at end of year                                               $    677       $    487      $    800
                                                             ==============================================

Supplemental disclosure of cash flows information -
  Cash paid during the year for:
     Interest                                                     $  5,619       $  6,627      $  8,379
     Income taxes (refunds), net                                       384           (369)        2,107
</TABLE>

See accompanying notes.

                                        25
<PAGE>

                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements


1. Significant Accounting Policies

Consolidation

PlayCore,  Inc.'s (the Company)  consolidated  financial  statements include the
accounts of PlayCore, Inc. and its wholly owned subsidiary,  PlayCore Wisconsin,
Inc.  (PlayCore  Wisconsin).  PlayCore  Wisconsin,  Inc. has as its wholly owned
subsidiary, Heartland Industries, Inc.

Nature of Business

The Company designs and manufactures  consumer and commercial outdoor playground
equipment  and  backyard  products.  The consumer  division  markets its primary
product lines, kits for wooden swing sets and climbing units, plastic slides and
related  accessories  and  wooden  storage  buildings  nationwide  through  home
improvement  retail centers and the division's  branch  network.  The commercial
division  markets its modular and custom  playground  systems and  components to
municipalities,  schools,  park districts and other  playground  equipment users
through a network of independent representatives.  The Company performs periodic
credit evaluations of its customers and generally does not require collateral.

Revenue Recognition

Revenue is recognized when product is shipped to customers.

Inventories

Inventories  are  valued  at the lower of cost or  market  using  the  first-in,
first-out method.

Property, Plant and Equipment

Additions to property, plant and equipment are recorded at cost. Depreciation is
computed using the  straight-line  method over the estimated useful lives of the
assets for financial  reporting purposes and accelerated  methods for income tax
purposes.

Deferred Financing Costs

Costs incurred to obtain  long-term  financing are amortized  using the interest
method over the term of the related debt.


                                       26
<PAGE>

                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements


1. Significant Accounting Policies (continued)

Identifiable Intangible Assets and Goodwill

Identifiable intangible assets and goodwill, representing the excess of the cost
of acquisition  over the fair value of net assets  acquired,  are amortized on a
straight-line  basis over their  estimated  useful  lives,  ranging from 5 to 40
years.

Impairment of Long-Lived Assets

Property,  plant and equipment,  identifiable intangible assets and goodwill are
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that the  carrying  amount may not be  recoverable.  If the sum of the  expected
undiscounted  cash flows is less than the carrying value of the related asset or
group of assets,  a loss will be recognized for the difference  between the fair
value and carrying value of the asset or group of assets.
Such analyses necessarily involve significant judgment.

Income Taxes

Deferred income taxes reflect the impact of temporary basis differences  between
the amount of assets and liabilities recognized for financial reporting purposes
and such amounts recognized for income tax purposes.

Advertising

Advertising  costs are expensed as incurred and totaled  $2,490,000,  $3,297,000
and $4,319,000 in 1997, 1998 and 1999, respectively.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  amounts  reported  in  the  accompanying   consolidated   financial
statements and notes. Actual results could differ from those estimates.



                                       27
<PAGE>

                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements


1. Significant Accounting Policies (continued)

Earnings Per Share

The numerator and denominator for the calculation of basic and diluted  earnings
per share are computed as follows (in thousands):
                                                  1997       1998         1999
                                                --------------------------------
Numerator:
   Numerator for basic earnings per share -
     income before extraordinary item            $2,037     $4,676       $7,086
   Effect of dilutive securities -
     10% convertible subordinated debentures        343        394          442
                                                ================================
   Numerator for diluted earnings per share      $2,380     $5,070       $7,528
                                                ================================

Denominator:
   Denominator for basic earnings per share -
     weighted average shares                      6,942      7,909        7,918
   Effect of dilutive securities:
     Employee stock options                          36         36          277
     Warrants                                       485        621          638
     10% convertible subordinated debentures      1,161      1,338        1,500
                                                ================================
   Denominator for diluted earnings per share     8,624      9,904       10,333
                                                ================================

Comprehensive Income

Net  income  for  1997,  1998 and 1999 is the same as  comprehensive  income  as
defined pursuant to SFAS No. 130, "Reporting Comprehensive Income."

New Accounting Pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities,"  which was
amended by SFAS No.  137.  Provisions  of these  standards  are  required  to be
adopted in years beginning after June 15, 2000. Because of the Company's minimal
use of derivatives, management does not anticipate that the adoption of SFAS No.
133 will have a  significant  effect on the  results  of  operations,  financial
position or cash flows of the Company.


                                       28
<PAGE>

                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements


2. Acquisitions

On March 13, 1997, PlayCore Wisconsin acquired all of the issued and outstanding
shares of capital stock of GameTime, Inc. (GameTime),  a leading manufacturer of
modular and custom  commercial  outdoor  playground  equipment,  for $27,000,000
($25,000,000  in cash and an  unsecured  10%  subordinated  note  payable in the
principal  amount of $2,000,000)  plus  transaction  costs and the assumption of
GameTime  indebtedness of approximately  $13,179,000.  Immediately following the
acquisition, GameTime was merged with and into PlayCore Wisconsin.

On May 5, 1998,  PlayCore  Wisconsin acquired certain assets and assumed certain
liabilities of Pentes Play, Inc.  (Pentes),  a leading  designer and marketer of
soft contained indoor play equipment, for $590,000 in cash.

On  February  16,  1999,  PlayCore  Wisconsin  acquired  all of the  issued  and
outstanding shares of capital stock of Heartland Industries, Inc. (Heartland), a
manufacturer of wooden storage buildings,  for $13,629,000  ($13,129,000 in cash
and an  unsecured  10%  subordinated  note  payable in the  principal  amount of
$500,000)  plus  transaction  costs and including the  assumption of Heartland's
indebtedness of approximately $7,050,000.

In  connection  with the  Heartland  acquisition,  the Company  has  recorded an
accrual for restructuring  costs of $1,603,000  related to a business plan which
the Company began formulating at the acquisition date. The costs included in the
accrual  include costs  associated  with the  consolidation  of nine  production
centers,  including  moving  costs,  remaining  lease  payments,  severance  and
relocation costs as well as severance and outplacement  costs resulting from the
restructuring of the sales and information systems  departments.  Costs totaling
approximately  $672,000 have been charged against the accrual  through  December
31, 1999.

The acquisitions have been accounted for under the purchase method; accordingly,
the results of operations of the acquired  businesses  have been included in the
consolidated  financial  statements from the respective  acquisition  dates. The
acquisition  cost of each was allocated  based on the  estimated  fair values of
identifiable  tangible and intangible  assets acquired and liabilities  assumed.
The excess of the purchase price over the net assets  acquired for the GameTime,
Pentes and Heartland  acquisitions  of  $19,655,000,  $620,000 and  $10,263,000,
respectively, has been recorded as goodwill.

The  acquisition  of Pentes  did not have a  material  impact  on the  Company's
consolidated results of operations.


                                       29
<PAGE>

                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements


2. Acquisitions (continued)

The following  unaudited  pro forma  results of  operations  for the years ended
December 31, 1998 and 1999,  assume the  acquisition  of  Heartland  occurred on
January 1, 1998:
                                                            December 31
                                                         1998           1999
                                                   ----------------------------
                                                    (In Thousands, Except Per
                                                            Share Data)

Net sales                                               $195,346       $195,953
Net income                                                 3,999          5,843
Earnings per share:
   Basic                                                    $.51           $.74
   Diluted                                                   .44            .61

This pro forma information does not purport to be indicative of the results that
actually would have been obtained if the combined  operations had been conducted
during the periods  presented  and is not intended to be a projection  of future
results.

3. Balance Sheet Detail

Inventories consist of the following:

                                                            December 31
                                                         1998           1999
                                                   ----------------------------
                                                           (In Thousands)

   Finished goods and work in process                   $  7,153        $10,699
   Raw materials                                           4,602          8,425
                                                   ----------------------------
                                                         $11,754        $19,124
                                                   ============================


                                       30
<PAGE>
                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements


3. Balance Sheet Detail (continued)

Property, plant and equipment consist of the following:

                                                            December 31
                                                         1998           1999
                                                   ----------------------------
                                                           (In Thousands)

   Land and land improvements                           $  1,093       $  2,713
   Buildings                                               7,691         11,333
   Shop equipment                                         18,159         20,226
   Office equipment                                        2,313          3,190
   Vehicles                                                   75            192
                                                   ----------------------------
                                                          29,331         37,654
   Less accumulated depreciation                           8,963         11,868
                                                   ----------------------------
                                                          20,368         25,786
   Construction in progress                                  503            902
                                                   ----------------------------
                                                         $20,871        $26,688
                                                   ============================


Identifiable intangible assets consist of the following:
                                                            December 31
                                                         1998           1999
                                                   ----------------------------
                                                           (In Thousands)

   Patent cost                                            $1,995         $2,022
   Trademarks and trade names                              5,441          5,505
                                                   ----------------------------
                                                           7,436          7,527
   Less accumulated amortization                             843          1,169
                                                   ----------------------------
                                                          $6,593         $6,358
                                                   ============================

Accrued expenses consist of the following:
                                                            December 31
                                                         1998           1999
                                                   ----------------------------
                                                           (In Thousands)

   Accrued commissions                                  $  3,760       $  5,251
   Other accrued expenses                                  7,346         10,159
                                                   ----------------------------
                                                         $11,106        $15,410
                                                   ============================


                                       31
<PAGE>

                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements


4. Revolving Loan, Long-Term Debt, Convertible Subordinated Debentures and Lease
Commitments

Long-term debt and convertible subordinated debentures consist of the following:

                                                            December 31
                                                         1998           1999
                                                   ----------------------------
                                                           (In Thousands)

Term loans                                               $37,177        $41,800
12% senior subordinated notes, net of
  original issue discount of $2,069 and
  $1,704 at December 31, 1998 and 1999,
  respectively, based on an imputed interest
  rate of 14.9%
                                                          10,431         10,796
10% convertible subordinated debentures                    7,021          7,258
10% subordinated notes payable                             2,000          2,500
Other                                                        382            223
                                                   ----------------------------
Total long-term debt                                      57,011         62,577
Less amounts due within one year                           7,702          9,087
                                                   ----------------------------
                                                         $49,309        $53,490
                                                   ============================

On January 4, 1996,  the  Company  entered  into an  agreement  with  GreenGrass
Holdings,  a general partnership of which one of the general partners is a group
of the Company's senior  management,  pursuant to which the general  partnership
completed a tender  offer for shares of common  stock of the Company on February
16, 1996.  GreenGrass  Holdings  also  purchased  10%  convertible  subordinated
debentures,  maturing in 2004. In 1998,  additional debentures totaling $535,000
were sold to  holders  of common  stock  other  than  GreenGrass  Holdings.  The
outstanding 10% convertible  subordinated debentures are convertible into shares
of common  stock of the Company at the rate of $4.70 or $4.80 of the face amount
of the debentures for each share of common stock.  Interest on the debentures is
payable semiannually.  Through February 15, 1999, interest on the debentures was
paid in the form of additional debentures. The debentures are unsecured.

To provide  financing for the 1997  acquisition  of GameTime (see Note 2) and to
refinance certain  indebtedness of PlayCore Wisconsin and GameTime,  the Company
and PlayCore Wisconsin entered into several financing agreements,  including the
senior credit  facility,  which are  identified  below.  In connection  with the
prepayment in full of the previous PlayCore  Wisconsin credit agreement in 1997,
the Company wrote off the unamortized  balance of the related deferred financing
costs of $1,400,000.  The senior credit facility was amended in February 1999 in
connection with the acquisition of Heartland (see Note 2).


                                       32
<PAGE>
                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements


4. Revolving Loan, Long-Term Debt, Convertible Subordinated Debentures and Lease
Commitments (continued)

Effective March 3, 2000,  PlayCore  Wisconsin has an amended  $76,000,000 senior
credit facility. The facility consists of a $33,000,000 revolving loan facility,
a $38,000,000  Term Loan A facility and a $9,000,000  Term Loan B facility.  The
revolving  loan facility  will reduce to  $28,000,000  after July 31, 2000.  The
entire credit facility is guaranteed by the Company and secured by substantially
all  assets of  PlayCore  Wisconsin.  PlayCore  Wisconsin  is subject to certain
restrictive  covenants  which include,  among other things,  restrictions on the
payment of dividends or issuance of capital stock and a limitation on additional
indebtedness.

Borrowings   under  the  revolving   loan  facility  are  limited  to  specified
percentages of inventories and accounts  receivable,  not to exceed $28,000,000.
Interest on borrowings under the revolving loan facility is payable quarterly at
either  0.75% to 2% over the prime  rate or 2.0% to 3.25% over  LIBOR,  with the
precise rate dependent upon PlayCore  Wisconsin's  debt-to-cash  flow ratio. The
revolving loan facility matures in March 2003. Up to $1,000,000 of the revolving
loan  facility is available  for  issuance of letters of credit.  The Company is
subject to an annual  commitment fee of 0.5% of the average daily unused portion
of the commitment.

The weighted  average  interest rate on the revolving  loan facility at December
31, 1998 and 1999, was 8.45% and 9.58%, respectively.

The Term Loan A facility  bears interest at the same rates as the revolving loan
facility. The principal portion of the Term Loan A facility is payable quarterly
in amounts between $406,000 and $4,050,000,  with the final quarterly  principal
payment due in December 2002. In addition,  mandatory  prepayments  are required
based on excess cash flow, as defined.

The Term Loan B facility  bears  interest at either 2.75% over the prime rate or
3.75% over LIBOR, at the Company's  option.  The Term Loan B facility is payable
quarterly in amounts of $66,666,  with the final quarterly  principal payment of
$8,200,000 due in June 2003.

On March 13, 1997, the Company and PlayCore  Wisconsin  entered into  Securities
Purchase Agreements with Massachusetts  Mutual Life Insurance Company,  pursuant
to which the Company  sold  warrants  (the  MassMutual  Warrants) to purchase an
aggregate of 618,937 shares of its common stock, and PlayCore Wisconsin sold its
12% senior  subordinated notes due March 2005 in the aggregate  principal amount
of  $12,500,000.  The  MassMutual  Warrants are  exercisable at any time through
March  2003 at an  exercise  price of $.001 per  share  and have been  valued at
$2,723,000 for financial statement purposes.


                                       33
<PAGE>

                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements


4. Revolving Loan, Long-Term Debt, Convertible Subordinated Debentures and Lease
Commitments (continued)

In addition, on March 13, 1997, the Company entered into an Investment Agreement
with  GreenGrass  Holdings  pursuant  to which the  Company  sold to  GreenGrass
Holdings 1,245,331 shares of its common stock for an aggregate purchase price of
$5,000,000 and sold its Junior  Subordinated Bridge Note in the principal amount
of  $2,500,000,  to be paid by the  issuance of shares of the  Company's  common
stock and  accompanied  by warrants  exercisable  through March 2007 to purchase
50,000  shares of its common  stock at a price of $4.015 per share.  On December
31, 1997,  the Company paid  approximately  $539,000 in cash and issued  488,382
shares of its common stock in repayment  of the  principal  amount of the Junior
Subordinated Bridge Note.

In connection with the GameTime and Heartland acquisitions,  the Company entered
into  two  unsecured  10%   subordinated   notes  of  $2,000,000  and  $500,000,
respectively.  The $2,000,000 note is payable in full in March 2005. Interest on
this  note  is  payable  semiannually.  The  $500,000  note  is  due  in  annual
installments  of $167,000  starting  in February  2002  through  February  2004.
Interest on this note is payable quarterly.

Future  maturities of long-term  debt,  including the  convertible  subordinated
debentures  payable to  stockholders,  at December 31, 1999,  are as follows (in
thousands):

               2000                             $  9,087
               2001                               11,286
               2002                               13,667
               2003                                8,867
               2004                               13,124
               Thereafter                          8,250
                                              ------------
                                                  64,281
               Less: original issue discount       1,704
                                              ============
                                                 $62,577
                                              ============

Future minimum  payments under  noncancelable  operating leases total $8,155,000
and are due as follows:  2000--$2,832,000;  2001--$1,887,000;  2002--$1,314,000;
2003--$590,000;   2004--$435,000  and   thereafter--$1,097,000.   Rent  expense,
including  operating  leases,  was $820,000,  $1,257,000 and $3,564,000 in 1997,
1998 and 1999, respectively.

In February  2000,  the Company  entered  into an  interest  rate cap  agreement
covering  $20,000,000 of outstanding debt obligation and expiring February 2002.
The cap agreement places a LIBOR rate ceiling of 8% on the obligation covered.


                                       34
<PAGE>
                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements


5. Income Taxes

Deferred income taxes consist of the following:

                                                            December 31
                                                         1998           1999
                                                   ----------------------------
                                                           (In Thousands)
Deferred tax assets:
   Noncompete agreement                                  $ 1,667         $1,321
   Allowance for doubtful accounts                           308            256
   Inventory                                                 381            863
   Net operating loss carryforwards                           84            479
   Accrued liabilities not currently
    deductible for tax                                       553          1,710
                                                   ----------------------------
                                                           2,993          4,629
Deferred tax liabilities:
   Goodwill                                                  312          1,174
   Intangible assets                                       2,186          2,198
   Property, plant and equipment                           2,698          2,881
   Prepaid expenses currently deductible
    for tax                                                  352            790
                                                   ----------------------------
                                                           5,548          7,043
                                                   ----------------------------
Net deferred tax liability                               $(2,555)       $(2,414)
                                                   ============================

For  federal   income  tax  purposes,   the  Company  has  net  operating   loss
carryforwards  of  approximately  $1,243,000 which expire in 2020 resulting from
the Company's  acquisition  of Heartland.  The  utilization of the net operating
loss carryforwards is subject to an annual limitation of $642,000.

The components of the provision for income taxes consist of the following:

                                              Year ended December 31
                                       1997            1998            1999
                                     ------------------------------------------
                                                  (In Thousands)
Current:
   Federal                            $  (235)        $   965          $1,074
   State                                    -             105             149
                                     ------------------------------------------
                                         (235)          1,070           1,223
Deferred:
   Federal                              1,130           1,523           2,700
   State                                  150             202             357
                                     ------------------------------------------
                                        1,280           1,725           3,057
Benefit applied to reduce goodwill        225             225             225
                                     ------------------------------------------
                                       $1,270          $3,020          $4,505
                                     ==========================================


                                       35
<PAGE>
                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements

5. Income Taxes (continued)

The provision for income taxes differs from the amount  computed by applying the
federal  statutory  rate of 34% (35% for  income in excess  of  $10,000,000)  to
income before income taxes and extraordinary item as follows:

                                               Year ended December 31
                                       1997            1998            1999
                                     ------------------------------------------
                                                  (In Thousands)

Taxes at statutory rate                $1,124          $2,617          $3,957
State income taxes, net of federal
  benefit                                  29             281             456
Other                                     117             122              92
                                     ------------------------------------------
                                       $1,270          $3,020          $4,505
                                     ==========================================

6. Employee Benefit Plans

The Company  sponsors three 401(k) plans.  Two of the plans cover  employees who
have  completed six months of service and are at least 21 years old. These plans
require Company contributions of 40% or 100% of each participant's deferral, not
to exceed 8% or 4% of the participant's eligible income, respectively. The third
plan covers employees who have completed one year of service and are at least 21
years old. The Company matches 25% of each participant's deferral, not to exceed
8%  of  earnings.   The  Company  expensed   $249,000,   $378,000  and  $501,000
respectively, in connection with these plans in 1997, 1998 and 1999.

7. Stock Options

The Company has elected to follow  Accounting  Principles  Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25), and related interpretations
in accounting for its stock options because, as discussed below, the alternative
fair  value  accounting  provided  for  under  SFAS  No.  123,  "Accounting  for
Stock-Based Compensation," requires use of option valuation models that were not
developed for use in valuing stock  options.  Under APB 25, because the exercise
price of the stock options  equals the market price of the  underlying  stock on
the date of grant, no compensation expense is recognized.

The Company has an Incentive Stock Plan (Plan),  which reserved 1,200,000 shares
of common stock for granting of  nonqualified  or incentive stock options to key
employees and directors.  In addition, the Company has a Stock Program which has
terminated except as to outstanding options.


                                       36
<PAGE>

                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements


7. Stock Options (continued)

Incentive  stock options may not be granted at a price less than the fair market
value of the  stock on the date of  grant.  Nonqualified  stock  options  may be
granted at the exercise price  established by the compensation  committee of the
Board of  Directors,  which may be less than,  equal to or greater than the fair
market value of the stock on the date of grant.  Options expire no more than ten
years  from  date  of  grant.  For  employees,  option  vesting  provisions  are
determined at the date of grant by the compensation committee.  Each independent
director receives an annual fully vested option for 5,000 shares of common stock
at a purchase  price equal to the fair market  value of the stock on the date of
grant.

At December 31, 1998 and 1999,  there were 126,000 and 121,000 shares  available
for grant, respectively. Changes in option shares are as follows:
<TABLE>
<CAPTION>
                                                             Year ended December 31
                                            1997                     1998                     1999
                                   ----------------------------------------------------------------------------
                                                Weighted-                 Weighted-                 Weighted-
                                                 Average                   Average                   Average
                                                Exercise                  Exercise                  Exercise
                                     Options      Price       Options       Price      Options        Price
                                   ----------------------------------------------------------------------------
<S>                                 <C>            <C>        <C>            <C>       <C>              <C>
Outstanding at beginning of
  year                                322,434      $4.24      1,294,207      $7.01     1,335,207        $5.99
Granted:
   1997--$3.63 to $10.88
     per share                      1,008,980       7.78              -          -             -            -
   1998--$4.00 to
     $4.81 per share                        -          -        468,500       4.13             -            -
   1999--$6.00 to
     $6.19 per share                        -          -              -          -        70,000         6.13
Exercised--$4.25 to $7.00 per
  share                                     -          -              -          -       (30,000)        5.17
Canceled or expired                   (37,207)      3.70       (427,500)      7.06       (69,758)        7.79
                                    ---------                 ---------                ---------
Outstanding at end of year
   (1999--$3.63 to $10.88 per
   share)                           1,294,207       7.01      1,335,207       5.99     1,305,449         5.90
                                    =========                 =========                =========

Exercisable at end of year            481,207       4.27        517,207       5.16       818,449         5.31
                                    =========                 =========                =========


The weighted average remaining contractual life of the outstanding options is 7.3 years.
</TABLE>


                                       37
<PAGE>

                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements


7. Stock Options (continued)

Pro forma information  regarding net income and net income per share is required
by SFAS No. 123,  which also requires that the  information  be determined as if
the Company has accounted for its stock options  granted  subsequent to December
31, 1994,  under the fair value method of SFAS No. 123. The fair value for these
options was estimated at the date of grant using a Black-Scholes  option pricing
model with the following  assumptions:  risk-free interest rate of 5.8% in 1997,
5.3% in 1998 and 5.8% in 1999,  dividend yield of 0%,  volatility  factor of the
expected  market price of the  Company's  common stock of .445 in 1997,  .440 in
1998 and .465 in 1999,  and expected life of the option of  approximately  seven
years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options which have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the Company's stock options have  characteristics  significantly  different from
those of traded options, and because changes in the subjective input assumptions
can materially  affect the fair value  estimate,  in management's  opinion,  the
existing models do not necessarily provide a reliable single measure of the fair
value of its stock options.

For purposes of pro forma  disclosures,  the estimated fair value of the options
is amortized to expense over the options' vesting period.

Had  compensation  cost been  determined  based upon the fair value at the grant
date for awards  under the plans based on the  provisions  of SFAS No. 123,  the
Company's  pro forma net  income  and  earnings  per  share  would  have been as
follows:

                                             Year ended December 31
                                      1997             1998            1999
                                  ---------------------------------------------
                                                 (In Thousands,
                                             Except Per Share Data)

Pro forma net income                  $660            $4,535          $6,971
Pro forma net income per share:
   Basic                              $.10              $.57            $.88
   Diluted                             .12               .50             .72


                                       38
<PAGE>

                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements


8. Related Party Transactions

The  Company has a  management  consulting  agreement  with  certain  members of
GreenGrass  Capital LLC, a stockholder,  pursuant to which these members provide
management  consulting  services and receive an annual fee of $300,000.  Fees of
$300,000  per year were  expensed  by the  Company  during  1997,  1998 and 1999
pursuant to this agreement.

9. Segment Information

The  Company has two  reportable  segments.  The  Company's  commercial  segment
markets its playground systems and related products to municipalities,  schools,
park  districts  and other  playground  equipment  users  through  a network  of
independent representatives. The Company's consumer segment markets its backyard
play systems,  wooden storage  buildings and related  products  through  various
retail  outlets and a network of Company  owned sales  branches and  independent
dealers.

The Company  evaluates  performance  and  allocates  resources  based on the net
income of each segment.  The accounting  policies of the reportable segments are
the same as those described in the summary of significant  accounting  policies.
Intersegment  sales and transfers are recorded at cost; there is no intercompany
profit or loss on intersegment sales or transfers.
<TABLE>
<CAPTION>

                                                         Year ended December 31
                                     1997                         1998                           1999
                         --------------------------------------------------------------------------------------------------
                         Commercial  Consumer    Total    Commercial  Consumer     Total   Commercial   Consumer     Total
                         --------------------------------------------------------------------------------------------------
<S>                       <C>        <C>       <C>         <C>        <C>       <C>         <C>        <C>        <C>
Revenues from external
  customers               $53,126    $36,368   $89,494     $74,512    $40,280   $114,792    $84,677    $107,259   $191,936
Interest expense            4,092      3,393     7,485       4,310      3,224      7,534      4,517       4,413      8,930
Depreciation and
  amortization
  expense                   1,404      2,161     3,565       2,483      2,113      4,596      2,824       2,999      5,823
Income tax expense            977        293     1,270       2,533        487      3,020      3,550         955      4,505
Segment profit before
  extraordinary item        1,567        470     2,037       3,921        755      4,676      5,584       1,502      7,086
Extraordinary item,
  net of tax benefit
  of $540                       -        860       860           -          -          -          -           -          -
Segment profit (loss)       1,567       (390)    1,177       3,921        755      4,676      5,584       1,502      7,086
Segment assets             56,102     45,063   101,165      61,992     41,448    103,440     73,189      67,122    140,311
Expenditures for long-
  lived assets              1,018        622     1,640       2,134        643      2,777      6,136       1,031      7,167

</TABLE>


                                       39
<PAGE>

                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements


9. Segment Information (continued)

Geographic Information
<TABLE>
<CAPTION>
                                        Revenues (a)                         Long-Lived Assets (b)
                            ----------------------------------------------------------------------------------
                                   Year ended December 31                         December 31
                               1997          1998         1999         1997           1998          1999
                            ----------------------------------------------------------------------------------
<S>                           <C>          <C>           <C>          <C>            <C>           <C>
United States                 $83,492      $107,268      $186,069     $20,535        $20,871       $27,060
Foreign countries               6,002         7,524         5,867           -              -             -
                            ----------------------------------------------------------------------------------
Total                         $89,494      $114,792      $191,936     $20,535        $20,871       $27,060
                            ==================================================================================

(a)  Revenues are attributed to countries based on the location of customers.

(b)  Long-lived  assets  include net property,  plant and equipment and other  long-term  assets,  and exclude
     intangible assets.

</TABLE>

10. Quarterly Results of Operations (Unaudited)
<TABLE>
<CAPTION>
                                                                         1998
                                           -----------------------------------------------------------------
                                            1st Quarter     2nd Quarter     3rd Quarter      4th Quarter
                                           -----------------------------------------------------------------
                                                             (In Thousands, Except Per Share Data)
<S>                                            <C>              <C>            <C>             <C>
Net sales                                      $25,257          $36,856        $29,533         $23,146
Gross profit                                    11,590           18,976         13,266           9,542
Net income (loss)                                  109            4,936            532            (901)
Earnings (loss) per share:
   Basic                                           .01              .62            .07            (.11)
   Diluted                                         .01              .51            .06            (.11)

<CAPTION>
                                                                         1999
                                           -----------------------------------------------------------------
                                            1st Quarter     2nd Quarter     3rd Quarter      4th Quarter
                                           -----------------------------------------------------------------
                                                             (In Thousands, Except Per Share Data)
<S>                                            <C>              <C>            <C>             <C>
Net sales                                      $31,473          $61,955        $53,143         $45,365
Gross profit                                    13,190           28,811         21,747          15,454
Net income (loss)                                  292            6,405            916            (527)
Earnings (loss) per share:
   Basic                                           .04              .81            .12            (.07)
   Diluted                                         .03              .64            .10            (.07)

</TABLE>

                                       40
<PAGE>

Item 9 -  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
          ----------------------------------------------------------------------
          Financial Disclosure
          --------------------

                  None



                                       41
<PAGE>

                                    PART III


Item 10 - Directors and Executive Officers of the Registrant
------------------------------------------------------------

Information concerning directors is incorporated by reference from the "Election
of Directors"  section of PlayCore's Proxy Statement for the 2000 annual meeting
of  stockholders  (the "Proxy  Statement"),  which Proxy Statement will be filed
pursuant  to  Regulation  14A  under the  Securities  Exchange  Act of 1934,  as
amended,  within 120 days after the end of PlayCore's  fiscal year.  Information
concerning  the  executive  officers  will be included in Exhibit A,  "Executive
Officers of PlayCore", to the Proxy Statement. Information concerning compliance
with Section  16(a) of the Exchange Act is  incorporated  by reference  from the
"Section 16(a) Beneficial  Ownership Reporting  Compliance" section of the Proxy
Statement.


Item 11 - Executive Compensation
--------------------------------

Incorporated by reference from the "Executive Compensation" section of the Proxy
Statement.

Item 12 - Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

Incorporated  by reference  from the  "Ownership of Common Stock" section of the
Proxy Statement.

Item 13 - Certain Relationships and Related Transactions
--------------------------------------------------------

Incorporated  by  reference  from  the  "Executive   Compensation"   and  "Other
Transactions and Certain Relationships" sections of the Proxy Statement.




                                       42
<PAGE>

                                     PART IV

Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
-------------------------------------------------------------------------

(a)      Financial Statements and Financial Statement Schedules

         The following consolidated financial statements are included in
         Item 8:
                                                                       Form 10-K
                                                                     Page Number
                                                                     -----------
         PlayCore, Inc.

         Report of Independent Auditors  ..................................19

         Consolidated Balance Sheets at December 31, 1998
         and 1999..........................................................20

         For the years ended December 31, 1997, 1998, and 1999:

         - Consolidated Statements of Income...............................22
         - Consolidated Statements of Stockholders' Equity.................23
         - Consolidated Statements of Cash Flows...........................24

         Notes to Consolidated Financial Statements........................26

         The following consolidated financial statement
         schedules are included in Item 14(d):

                                                                       Form 10-K
                                                                     Page Number
                                                                     -----------
         Schedule I - Condensed Financial Information of
                      Registrant...........................................46

         Schedule II - Valuation and Qualifying Accounts...................48

All  other   schedules   are  omitted   since  the  required
information  is not  present  or is not  present  in amounts
sufficient to require submission of the schedule, or because
the  information  required is  included in the  consolidated
financial statements or the notes thereto.

(b)      Reports on Form 8-K

         No reports on Form 8-K were filed during the last quarter of the period
         covered by this report.


                             43
<PAGE>

(c)       Exhibits

Exhibit
Number    Exhibit
-------   -------

(3.1)     Amended and Restate  Certification of Incorporation of PlayCore,  Inc.
          [Incorporated   by  reference  to  Exhibit   4.(i)(2)  of   PlayCore's
          Registration Statement on Form S-8 (Registration No. 33-48735)].

(3.2)     Amended  and  Restate  By-Laws  of  PlayCore,  Inc.  [Incorporated  by
          reference to Exhibit 3.2 of  PlayCore,  Inc.'s  Annual  Report on Form
          10-K for the fiscal year ended December 31, 1996].

(4.1)     Amended and Restated Credit Agreement,  dated as of February 16, 1999,
          among  PlayCore,  Inc.,  PlayCore  Wisconsin,  Inc. the Lenders  party
          thereto and Fleet National Bank, as lender and agent  [Incorporated by
          reference to Exhibit 4.1 of PlayCore,  Inc.'s  Current  Report on Form
          8-K dated February 16, 1999].

(4.2)     Securities  Purchase  Agreement,  dated as of March  13,  1997,  among
          PlayCore, Inc., PlayCore Wisconsin, Inc. and Massachusetts Mutual Life
          Insurance  Company,  together  with the  notes  and  warrants  related
          thereto [Incorporated by reference to Exhibits 4.11, 4.15, 4.16, 4.20,
          and 4.21 of PlayCore,  Inc.'s  Current  Report on Form 8-K dated March
          13, 1997].

(4.3)     Securities  Purchase  Agreement,  dated as of March  13,  1997,  among
          PlayCore,  Inc.,  PlayCore  Wisconsin,  Inc. and MassMutual  Corporate
          Investors,   together  with  the  note  and  warrant  related  thereto
          [Incorporated  by  reference  to  Exhibits  4.12,  4.17  and  4.22  of
          PlayCore, Inc.'s Current Report on Form 8-K dated March 13, 1997].

(4.4)     Securities  Purchase  Agreement,  dated as of March  13,  1997,  among
          PlayCore, Inc., PlayCore Wisconsin, Inc. and Mass Mutual Participation
          Investors,   together  with  the  note  and  warrant  related  thereto
          [Incorporated  by  reference  to  Exhibits  4.13,  4.18  and  4.23  of
          PlayCore, Inc.'s Current Report on Form 8-K dated March 13, 1997].

(4.5)     Securities  Purchase  Agreement,  dated as of March  13,  1997,  among
          PlayCore,  Inc.,  PlayCore  Wisconsin,  Inc. and MassMutual  Corporate
          Value  Partners  Limited,  together with the note and warrant  related
          thereto  [Incorporated by reference to Exhibits 4.14, 4.19 and 4.24 of
          PlayCore, Inc.'s Current Report on Form 8-K dated March 13,1997].

(4.6)     10% Convertible  Subordinated  Debenture due 2004,  dated February 16,
          1996,  in the  original  principal  amount  of  $4,300,000  issued  by
          PlayCore,


                                       44

<PAGE>

          Inc. to  GreenGrass  Holdings  [Incorporated  by  reference to Exhibit
          10.(i)(1)  of  PlayCore,  Inc.'s  Registration  Statement  of Form S-2
          (Registration No. 333-3907)].

(4.7)     10% Convertible Subordinated Debenture due 2004, dated April 25, 1996,
          in the original  principal among of $700,000 issued by PlayCore,  Inc.
          to  GreenGrass   Holdings   [Incorporated   by  reference  to  Exhibit
          10.(i)(2)of   PlayCore,   Inc.'s   Registration   Statement   on  Form
          S-2(Registration No. 333-3907].

(4.8)     Warrant No.1 for the Purchase of Common Stock of PlayCore, Inc., dated
          as of March  13,1997  [Incorporated  by  reference  to Exhibit 4.27 of
          PlayCore, Inc.'s Current Report on Form 8-K dated March 13, 1997].

(4.9)     Amended and Restated Registration Rights Agreement,  dated as of March
          13, 1997, between PlayCore, Inc. and GreenGrass Holdings [Incorporated
          by reference to Exhibit 4.28 of  PlayCore,  Inc.'s  Current  Report on
          Form 8-K dated March 13, 1997].

(10.1)    Lease dated October 13, 1995, between Hovde Development,  Inc.,lessor,
          and PlayCore,  Inc., Lessee [Incorporated by reference to Exhibit 10.2
          of  PlayCore,  Inc.'s  Annual  Report on Form 10-K for the fiscal year
          ended December 31, 1996].

(10.2)    PlayCore, Inc. 1996 Incentive Stock Plan [Incorporated by reference to
          Exhibit 10 (iii) (A)(1) of PlayCore,  Inc.'s Registration Statement on
          Form S-2 (Registration No. 333-3907)].

(10.3)    Management  Consulting Agreement dated as of February 16, 1996, by and
          among PlayCore  Wisconsin,  Inc.,  PlayCore,  Inc., Glencoe Investment
          Corporation and Desai Capital Management Incorporated [Incorporated by
          reference to Exhibit 10.5 of PlayCore,  Inc.'s  Annual  Report on Form
          10-K for the fiscal year ended December 31, 1996].

(10.4)    Employment Agreement dated January 5, 1998 between PlayCore,  Inc. and
          Frederic L.  Contino  [Incorporated  by  reference  to Exhibit 10.4 of
          PlayCore,  Inc.'s Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997].

(21)      Subsidiaries of PlayCore, Inc.

(23)      Consent of Ernst & Young LLP, Independent Auditors.

(27)      Financial Data Schedule [EDGAR version only].


                                       45
<PAGE>

d) Financial Statement Schedules
                                                                      Schedule I

                                 PlayCore, Inc.
                  Condensed Financial Information of Registrant
                  Years Ended December 31, 1997, 1998 and 1999

                         PlayCore, Inc. (Parent Company)

Condensed Balance Sheet
                                                            December 31
                                                         1998         1999
                                                       ---------------------
                                                           (In Thousands)

Investment in, and amounts due from, wholly
 owned subsidiary                                      $ 41,179     $ 47,600
                                                       --------     --------
Total assets                                           $ 41,179     $ 47,600
                                                       ========     ========

Current liabilities                                    $    530     $    420
Amounts due to wholly owned subsidiary                   17,252       16,291
Convertible subordinated debentures payable
 to stockholder                                           7,021        7,258

Stockholders' equity:
   Common stock                                             115          116
   Cost of 3,634,385 shares of common stock
    in treasury                                         (40,511)     (40,511)
   Other stockholders' equity                            56,772       64,026
                                                       --------     --------
                                                         16,376       23,631
                                                       --------     --------
Total liabilities and stockholders' equity             $ 41,179     $ 47,600
                                                       ========     ========

Condensed Statement of Income
                                                     Year Ended December 31
                                                      1997      1998    1999
                                                    ------------------------
                                                          (In Thousands)

Management fees from wholly owned subsidiary        $2,200    $2,200  $2,200
Costs and expenses:
   Administrative expense                              428       490     396
   Interest expense                                    832       637     719
   Other expense                                       682        74       -
                                                    ------     -----   -----
                                                     1,942     1,201   1,115
                                                    ------     -----   -----

Income before income taxes and equity in
   net income of subsidiary                            258       999   1,085
Provision for income taxes                              90       380     420
Equity in net income of subsidiary                   1,009     4,057   6,421
                                                    ------     -----   -----
Net income                                          $1,177    $4,676  $7,086
                                                    ======    ======  ======

                                       46
<PAGE>

 Financial Statement Schedules

Schedule I

(continued)
                                 PlayCore, Inc.
                  Condensed Financial Information of Registrant
                  Years Ended December 31, 1997, 1998 and 1999
                         PlayCore, Inc. (Parent Company)

<TABLE>

Condensed Statement of Cash Flows
<CAPTION>
                                                                                   Year Ended December 31
                                                                          1997               1998              1999
                                                                       ------------------------------------------------
                                                                                       (In Thousands)
Operating activities:
<S>                                                                    <C>                <C>               <C>
   Net income                                                          $    1,177         $   4,676         $   7,086
      Adjustments to reconcile net income to net
         cash used in operating activities:
       Equity in net income of subsidiary                                  (1,009)           (4,057)           (6,421)
       Interest converted to convertible
        subordinated debentures and common stock                              822               617               237
       Decrease in current liabilities                                    (10,442)           (1,777)           (1,071)
                                                                       ----------         ---------         ---------
Net cash used in operating activities                                      (9,452)             (541)             (169)

Net cash provided by (used in) investing activities                             -                 -                 -

Financing activities:
   Issuance of long-term debt                                               2,500                 -                 -
   Payments of long-term debt                                                (539)                -                 -
   Issuance of convertible subordinated debentures                              -               535                 -
   Proceeds from issuance of common stock                                   4,931                 6                14
   Proceeds from issuance of common stock warrant                           2,723                 -                 -
   Proceeds from exercise of stock options                                      -                 -               155
   Purchase of treasury stock                                                (163)                -                 -
                                                                       ----------         ---------         ---------
Net cash provided by financing activities                                   9,452               541               169
                                                                       ----------         ---------         ---------

Net increase in cash                                                            -                 -                 -
Cash at beginning and end of year                                      $        -         $       -         $       -
                                                                       ==========         =========         =========

</TABLE>
                                       47

<PAGE>

                                                                     Schedule II

<TABLE>
                                           PlayCore, Inc.
                                  Valuation and Qualifying Accounts
                            Years Ended December 31, 1997, 1998 and 1999
<CAPTION>

                                                             Additions
                                                       ----------------------
                                        Balance at     Charged to                                Balance at
                                        Beginning      Costs and     Acquired                     End of
               Description               of Year       Expenses      Balance1     Deductions2     Year
----------------------------------------------------------------------------------------------------------------
                                                                    (In Thousands)

Allowance for doubtful accounts:
<S>                                        <C>           <C>           <C>           <C>            <C>
    Year ended December 31, 1997           $  98         $ 259         $ 300         $  250         $ 407
                                           =====         =====         =====         ======         =====

    Year ended December 31, 1998           $ 407         $ 572         $  12         $  190         $ 801
                                           =====         =====         =====         ======         =====

    Year ended December 31, 1999           $ 801         $ 831         $ 478         $1,444         $ 666
                                           =====         =====         =====         ======         =====



--------------------
1 Balance of acquired company at date of acquisition.
2 Uncollectible accounts written off, net of recoveries.
</TABLE>



                                       48
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of Section 13 of the  Securities  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on behalf of the
undersigned, thereunto duly authorized.

       PlayCore, Inc.                                                 Date

       By  /s/ Frederic L. Contino                                   3/28/00
          Frederic L. Contino
          President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

Name and Title                      Signature                         Date
--------------                      ---------                         ----

TERENCE S. MALONE                  /s/ Terence S. Malone             3/28/00
Chairman of the Board              Terence S. Malone
of Directors and a Director

FREDERIC L. CONTINO                /s/Frederic L. Contino            3/28/00
President and Chief                Frederic L. Contino
Executive Officer and a Director

DAVID S. EVANS                     /s/ David S. Evans                3/28/00
Director                           David S. Evans

RICHARD E. RUEGGER                 /s/Richard E. Ruegger             3/28/00
Vice President-Finance,            Richard E. Ruegger
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)

GEORGE N. HERRERA                  /s/George N. Herrera              3/28/00
Director                           George N. Herrera

TIMOTHY R. KELLEHER                /s/Timothy R. Kelleher            3/28/00
Director                           Timothy R. Kelleher

GARY A. MASSEL                     /s/Gary A. Massel                 3/28/00
Director                           Gary A. Massel

RONALD D. WRAY                     /s/Ronald D. Wray                 3/28/00
Director                           Ronald D. Wray


                                       49
<PAGE>

                                 PLAYCORE, INC.
                           EXHIBIT INDEX TO FORM 10-K
                   For the Fiscal Year ended December 31, 1999

Exhibit
Number    Exhibit
------    -------

(3.1)     Amended and Restate  Certification of Incorporation of PlayCore,  Inc.
          [Incorporated  by  reference to Exhibit  4.(i)(2) of PlayCore,  Inc.'s
          Registration Statement on Form S-8 (Registration No. 33-48735)].

(3.3)     Amended  and  Restate  By-Laws  of  PlayCore,  Inc.  [Incorporated  by
          reference to Exhibit 3.2 of  PlayCore,  Inc.'s  Annual  Report on Form
          10-K for the fiscal year ended December 31, 1996].

(4.1)     Amended and Restated Credit Agreement,  dated as of February 16, 1999,
          among  PlayCore,  Inc.,  PlayCore  Wisconsin,  Inc., the Lenders party
          thereto and Fleet National Bank, as lender and agent  [Incorporated by
          reference to Exhibit 4.1 of PlayCore,  Inc.'s  Current  Report on Form
          8-K dated February 16, 1999].

(4.2)     Securities  Purchase  Agreement,  dated as of March  13,  1997,  among
          PlayCore,  Inc.,  PlayCore Wisconsin,  Inc., and Massachusetts  Mutual
          Life Insurance  Company,  together with the notes and warrants related
          thereto [Incorporated by reference to Exhibits 4.11, 4.15, 4.16, 4.20,
          and 4.21 of PlayCore,  Inc.'s  Current  Report on Form 8-K dated March
          13, 1997].

(4.3)     Securities  Purchase  Agreement,  dated as of March  13,  1997,  among
          PlayCore,  Inc.,  PlayCore Wisconsin,  Inc., and MassMutual  Corporate
          Investors,   together  with  the  note  and  warrant  related  thereto
          [Incorporated  by  reference  to  Exhibits  4.12,  4.17  and  4.22  of
          PlayCore, Inc.'s Current Report on Form 8-K dated March 13, 1997].

(4.4)     Securities  Purchase  Agreement,  dated as of March  13,  1997,  among
          PlayCore,   Inc.,   PlayCore   Wisconsin,   Inc.,   and  Mass   Mutual
          Participation  Investors,  together with the note and warrant  related
          thereto  [Incorporated by reference to Exhibits 4.13, 4.18 and 4.23 of
          Swing-N-Slide,  Inc.'s  Current  Report  on Form 8-K  dated  March 13,
          1997].

(4.5)     Securities  Purchase  Agreement,  dated as of March  13,  1997,  among
          PlayCore,  Inc.,  PlayCore Wisconsin,  Inc., and MassMutual  Corporate
          Value  Partners  Limited,  together with the note and warrant  related
          thereto  [Incorporated by reference to Exhibits 4.14, 4.19 and 4.24 of
          PlayCore, Inc.'s Current Report on Form 8-K dated March 13,1997].


                                       50
<PAGE>

(4.6)     10% Convertible  Subordinated  Debenture due 2004,  dated February 16,
          1996,  in the  original  principal  amount  of  $4,300,000  issued  by
          PlayCore,  Inc. to GreenGrass  Holdings  [Incorporated by reference to
          Exhibit 10.(i)(1) of PlayCore,  Inc.'s Registration  Statement of Form
          S-2 (Registration No. 333-3907)].

(4.7)     10% Convertible Subordinated Debenture due 2004, dated April 25, 1996,
          in the original  principal among of $700,000 issued by PlayCore,  Inc.
          to  GreenGrass   Holdings   [Incorporated   by  reference  to  Exhibit
          10.(i)(2)of   PlayCore,   Inc.'s   Registration   Statement   on  Form
          S-2(Registration No. 333-3907].

(4.8)     Warrant No.1 for the Purchase of Common Stock of PlayCore, Inc., dated
          as of March  13,1997  [Incorporated  by  reference  to Exhibit 4.27 of
          PlayCore, Inc.'s Current Report on Form 8-K dated March 13, 1997].

(4.9)     Amended and Restated Registration Rights Agreement,  dated as of March
          13, 1997, between PlayCore, Inc. and GreenGrass Holdings [Incorporated
          by reference to Exhibit 4.28 of  PlayCore,  Inc.'s  Current  Report on
          Form 8-K dated March 13, 1997].

(10.1)    Lease dated October 13, 1995, between Hovde Development,  Inc.,lessor,
          and PlayCore,  Inc., Lessee [Incorporated by reference to Exhibit 10.2
          of  PlayCore,  Inc.'s  Annual  Report on Form 10-K for the fiscal year
          ended December 31, 1996].

(10.2)    PlayCore, Inc. 1996 Incentive Stock Plan [Incorporated by reference to
          Exhibit 10 (iii) (A)(1) of PlayCore,  Inc.'s Registration Statement on
          Form S-2 (Registration No. 333-3907)].

(10.3)    Management  Consulting  Agreement dated as of February 16, 1996,by and
          among  PlayCore   Wisconsin,   PlayCore,   Inc.,   Glencoe  Investment
          Corporation and Desai Capital Management Incorporated [Incorporated by
          reference to Exhibit 10.5 of PlayCore,  Inc.'s  Annual  Report on Form
          10-K for the fiscal year ended December 31, 1996].

(10.4)    Employment Agreement dated January 5, 1998 between PlayCore,  Inc. and
          Frederic L.  Contino  [Incorporated  by  reference  to Exhibit 10.4 of
          PlayCore,  Inc.'s Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997].

(21)      Subsidiaries of PlayCore, Inc.

(23)      Consent of Ernst & Young LLP, Independent Auditors.

(27)      Financial Data Schedule [EDGAR version only].


                                       51