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, 1998
                                       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
15, 1999 was  $12,862,638  (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 15, 1999, there were 7,911,214 shares of common stock outstanding.

Part III incorporates  information by reference from the Proxy Statement for the
annual meeting of stockholders to be held on May 26, 1999.

<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 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.

                                     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  ("GameTime(R)").  Immediately
following the  acquisition on March 13, 1997,  GameTime(R)  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 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  hardware  and home  center  customers.  The
Swing-N-Slide(R) do-it-yourself wooden playground equipment is the market leader
in the U.S. and is sold worldwide through more than 6,000 home center,  building
supply and hardware stores.

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 $13.3 million


                                       2
<PAGE>

(including  the  repayment of certain  indebtedness  of  Heartland),  subject to
certain  post-closing  adjustments  as  provided  in the  Agreement  and Plan of
Merger.  Heartland has a national  network of  company-owned  sales branches and
independent  dealers  to  sell  its  products,  which  include  yard  barns  and
custom-built garages. The acquisition was financed by amending and restating the
Company's  existing  senior  credit  facility to  increase  the  revolving  loan
facility to $28.0  million,  the Term A facility to $38.0 million and the Term B
facility to $9.0 million.

Products and Markets

Commercial Playground Systems

As mentioned  previously,  on March 13, 1997,  PlayCore  Wisconsin  acquired the
stock and  business of  GameTime,  Inc., 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(TM),  a large three-in-one slide;  Megarock(TM),  a
freeform multiple use climber; and  PlayGraphics(TM),  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.

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.



                                       3
<PAGE>

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,  Swing-N-Slide  introduced a new line of wooden  commercial  playground
systems sold under the Tuff Kids(TM) brand name.  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

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 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


                                       4
<PAGE>

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.

Backyard Wooden Storage Buildings

As stated  previously,  on February  16, 1999,  the Company  acquired all of the
capital  stock of  Heartland  Industries,  Inc.  ("Heartland").  Heartland  is 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 1998,  yard  barns  accounted  for  approximately  85  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  playgrounds  systems  are sold  through a network  of
independent  sales  representatives  directly  to city and  county  governments,
nursery, elementary and middle schools, and building contractors.

Because the Company's  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,  Hechinger/Home
Quarters/Builders Square, 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.



                                       5
<PAGE>

Manufacture and Assembly

The  Company's  commercial  playground  systems,  with the exception of the Tuff
Kids(TM)  product line,  are  manufactured  at two facilities  totaling  241,000
square feet located in Fort Payne,  Alabama.  These  facilities are located on a
78-acre parcel of land owned by the Company. Currently, the Company is expanding
one of its Fort Payne  facilities by 112,000  square feet.  This  expansion will
provide the needed additional capacity to meet sales growth and also allow for a
better workflow through the facility. This expansion is expected to be completed
in June 1999.  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  consumer  playground  systems  and  the  Tuff  Kids(TM)
commercial  product  line  are  manufactured,  assembled  and  packaged  at  two
locations totaling 162,000 square feet 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.

With the  completion  of the  addition to the Fort Payne  facility,  the Company
anticipates  that its various  facilities will have  sufficient  capacity for at
least the next twenty-four months.

The Company  typically enters into annual purchase  agreements with suppliers of
its primary raw  materials  such as steel,  paint,  aluminum  and  polyethylene.
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.

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


                                       6
<PAGE>

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.

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 and 1998,
approximately  67 percent and 58 percent,  respectively,  of the  Company's  net
sales  occurred  between April 1 and September 30. Prior to the  acquisition  of
GameTime(R),  the Company's sales were concentrated in the period from January 1
through June 30. For fiscal year 1996, approximately 69 percent of the Company's
net sales  occurred  between  January 1 through  June 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  quarter,  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 March and April being the peak months for borrowing.

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


                                       7
<PAGE>

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 and Alabama, 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, 1998, the Company had 569 full-time  employees  consisting of 26
sales  and  marketing  employees,  154 in  administration  and  389  engaged  in
manufacturing and assembling.  During peak production months, such as March, the
Company hires  approximately 120 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.

Item 2 - Properties

The Company's commercial playground systems manufacturing facilities are located
in Fort Payne, Alabama. The facilities consist of a 216,000 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 is currently  expanding  the
larger  facility by 112,000  square feet, and expects to complete this expansion
in June 1999.

The Company's  manufacturing and distribution facilities for consumer playground
systems and its  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.


                                       8
<PAGE>

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.

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.

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.


                                       9
<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, 1998.


                                       10
<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.

                             1997                                1998      
                     High            Low                High              Low

1st Quarter          51/2             31/8              43/8              33/8
2nd Quarter          43/8             39/16             415/16            35/8
3rd Quarter          415/16           33/4              41/2              311/16
4th Quarter          43/4             33/4              51/4              31/2


As of March 15,  1999,  there were 80 record  holders  and  approximately  1,000
beneficial owners of PlayCore's 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.


                                       11
<PAGE>
<TABLE>
<CAPTION>
         Item 6 - Selected Financial Data

                                                                               Year Ended December 31
                                                   1994             1995             1996              1997             1998
                                                                      (in thousands, except per share amounts)
<S>                                              <C>              <C>              <C>               <C>             <C>     
Statement of income data:
Net sales...................................     $51,816          $45,077          $41,872           $89,494         $114,792
Gross profit................................      25,500           21,902           20,544            40,901           53,374
Operating income............................       7,909           11,131            9,618            11,573           15,574
Income before income taxes and
   extraordinary item.......................       7,378            6,727            3,050             3,307            7,696
Extraordinary item..........................         -                -                -                (860)             -
Net income..................................       4,591            4,127            1,570             1,177            4,676

Per common share:
Basic:
   Income before extraordinary item.........       $0.48            $0.67            $0.26             $0.29            $0.59
   Extraordinary item.......................         -                -                -               (0.12)             -
   Net income...............................       $0.48            $0.67            $0.26             $0.17            $0.59

Diluted:
   Income before extraordinary item.........       $0.48            $0.67            $0.26             $0.28            $0.51
   Extraordinary Item.......................         -                -                -               (0.10)             -
   Net Income...............................       $0.48            $0.67            $0.26             $0.18            $0.51

Balance sheet data(at period end):

Working capital (deficit)...................      $2,178             ($81)         ($1,525)          ($2,242)           ($723)
Total assets................................      47,610           44,585           46,264           101,165          103,440
Total debt   (1)............................       7,588           41,738           41,498            72,531           66,951
Total stockholders' equity (deficit)........      35,425             (796)             789            11,694           16,376


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


                                       12
<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, 1998,  with the results of operations  for the year
ended  December 31, 1997,  and of the results of  operations  for the year ended
December 31, 1997,  with the results of operations  for the year ended  December
31, 1996.

On  March  13,  1997,  the  Company  acquired   GameTime(R),   Inc.,  a  leading
manufacturer of modular and custom commercial outdoor  playground  equipment for
schools,  parks,  and  municipalities.  GameTime(R)  was  merged  into  PlayCore
Wisconsin,  Inc.,  the  Company's  wholly  owned  operating  subsidiary,  as  an
independent  business  unit. The  acquisition  of Gametime(R)  was accounted for
using the purchase method.  Therefore, the results of operations for GameTime(R)
are  included  with  those  of  the  Company  beginning  with  the  date  of the
acquisition.

Results of Operations:

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

Net Sales. Net sales increased $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  sales for the entire  twelve  months of 1998 versus the
inclusion  of  GameTime  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.

Gross Profit.  Gross profit increased $12.5 million,  or 30.5 percent,  to $53.4
million and  increased 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 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


                                       13
<PAGE>

year ended  December 31, 1997.  The dollar  increase  was  primarily  due to the
inclusion of GameTime's  selling and marketing expenses for the entire 12 months
in 1998.  The increase as a percentage of net sales was mainly due to the higher
selling  costs as a  percent  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'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  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
acquisition on March 13, 1997.

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

Year ended December 31, 1997, compared to the year ended December 31, 1996.

Net Sales.  Net sales  increased by $47.6 million,  or 113.7  percent,  to $89.5
million for the year ended  December 31, 1997,  as compared to $41.9 million for
the year ended  December 31, 1996. The reason for the increase in sales for 1997
was  the  growth  in  sales  of  commercial  playground  systems  driven  by the
GameTime(R)  acquisition  on March 13,  1997.  Sales of the  Company's  consumer
products  decreased $5.5 million,  or 13.1 percent,  for the twelve months ended
December 31, 1997 as compared to the same period in 1996. This sales decline was
primarily  due to poor weather in some of the  strongest  sales areas during the
critical  spring  selling  season and a change in the timing of year-end  orders
reflecting retailers increased focus on reducing their inventory levels.


                                       14
<PAGE>

Gross Profit.  Gross profit increased $20.4 million,  or 99.1 percent,  to $40.9
million, but decreased as a percentage of net sales to 45.7 percent for the year
ended  December 31, 1997,  as compared to $20.5 million and 49.1 percent for the
same period a year ago. The main reasons for the decrease in gross profit margin
were a  greater  percentage  of  sales of the  Company's  lower  margin  product
categories  and the impact of lower  sales  volume on fixed  overhead  costs for
consumer playground systems.

Selling Expenses.  Selling and marketing  expenses  increased $12.8 million,  or
256.9  percent,  to $17.8  million and increased as a percentage of net sales to
19.9  percent for the year ended  December  31, 1997 as compared to $5.0 million
and 11.9 percent for the year ended December 31, 1996.  The dollar  increase was
mainly due to the inclusion of GameTime's  selling and marketing  expenses.  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.

General  and  Administrative  Expenses.   General  and  administrative  expenses
increased $4.9 million,  or 104.2 percent,  to $9.6 million,  but decreased as a
percentage of net sales to 10.7 percent for the year ended  December 31, 1997 as
compared  to $4.7  million and 11.2  percent  for the same  period in 1996.  The
dollar  increase is primarily  due to the  inclusion of  GameTime's  general and
administrative  expenses  since March 13, 1997.  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 $1.9  million  for the  year  ended
December  31, 1997 as  compared to $1.2  million for the same period a year ago.
Additional  amortization  resulted  from the goodwill,  identifiable  intangible
assets and financing fees associated with the GameTime acquisition.

Other Expenses.  Interest expense increased $3.6 million to $7.5 million for the
twelve months ended December 31, 1997. This increase in interest expense was due
to the  additional  debt that was incurred in  connection  with the  GameTime(R)
acquisition.

Other  expense  decreased to $0.8 million for the year ended  December 31, 1997,
from $2.6 million for the same period a year ago.  Included in other expenses in
1996 were the fees and expenses paid by the Company  related to the tender offer
by GreenGrass Holdings in February 1996.

Extraordinary  Item. For the year ended December 31, 1997, the Company  recorded
an  extraordinary  loss of  approximately  $0.9 million (net of a tax benefit of
approximately $0.5 million) for the write-off of unamortized  deferred financing
fees.  These costs were  written-off in connection with the repayment in full of
the indebtedness under the Company's previous credit agreement.

Liquidity and Capital Resources

During  the  year  ended  December  31,  1998,  total   indebtedness   decreased
approximately $5.6 million.  Cash generated from operations was used to pay down
borrowings under the Company's senior credit facility.


                                       15
<PAGE>

The Company's  primary sources of working capital are cash flows from operations
and borrowings  under PlayCore  Wisconsin's  senior credit  facility,  which was
entered  into in March 1997,  amended in February  1999,  and runs  through June
2003. The facility  consists of (a) a $28.0 million  revolving  credit facility;
(b) a $38.0 million Term A facility and (c) a $9.0 million Term B facility.  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  revolving  credit  facility  is  limited  to
specified percentages of qualified  inventories and accounts receivable,  not to
exceed $20.0 million. At December 31, 1998, the availability under the revolving
credit facility was  approximately  $16.9 million and the outstanding  amount of
the revolving loan facility was $9.9 million. Upon consummation of the Heartland
Industries,  Inc.  acquisition  on  February  16,  1999,  the  availability  was
approximately  $20.5 million and the outstanding amount under the revolving loan
facility was $17.5 million.

Accounts receivable at December 31, 1998 increased $4.7 million to $18.0 million
as compared to prior year.  This  increase was  primarily  due to increased  net
sales of $4.3  million in the last  quarter of 1998  compared  to that same time
period in 1997.

The Company made capital expenditures totaling approximately $2.8 million in the
year ended  December 31, 1998. 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

Certain of the Company's  older computer  programs were written using two digits
rather than four to define the applicable year. As a result, such older computer
programs  could  misinterpret a date using "00" as the year 1900 rather than the
year 2000. If not corrected,  many computer  applications with this defect could
fail or create erroneous results.

The Company's Year 2000 compliance is directed by senior management and includes
four main projects.

       1.     Information technology;
       2.     Operating equipment with embedded chips or software;
       3.     Products; and
       4.     Third party suppliers and customers.



                                       16
<PAGE>

These projects generally include four phases:

       1.     Assessment - assessing  equipment and systems for  potential  Year
              2000 non-compliance;
       2.     Remediation   -   developing   solutions   to  correct  Year  2000
              non-compliance;
       3.     Testing - testing the developed solutions for effectiveness; and
       4.     Implementation - implementing the fully tested solutions.

The  following  chart is a summary of our Year 2000  compliance schedule  target
dates: 

<TABLE>
<CAPTION>
                                          Resolution Phases
                             Assessment         Remediation               Testing                   Implementation

<S>       <C>              <C>                  <C>                     <C>                       <C>
E         Information      100% Complete        100% Complete           80% Complete              75% Complete       
X         Technology                                                                                                 
P                                                                       Expected completion       Expected completion
O                                                                       date, June 1999           date, August 1999  
S         -----------------------------------------------------------------------------------------------------------
U         Operating        100% Complete        80% Complete            75% Complete              75% Complete        
R         Equipment with                                                                                              
E         Embedded Chips                                                                                              
          or Software                                                                                                 
                                                Expected completion     Expected completion       Expected completion 
T                                               Date, April 1999        date, May 1999            Date, June 1999     
Y         -----------------------------------------------------------------------------------------------------------
P         Products         100% Complete        100% Complete           100% Complete             100% Complete
E         -----------------------------------------------------------------------------------------------------------
          3rd Party        75% Complete         10% Complete for        10% Complete for          10% Completion for
          Suppliers   and  for system           system interface        system interface          system interface
          Customers        interface


                           Expected             Develop    contingency  Expected      completion  Implement contingency
                           completion for       plans                   date for system           Plans or alternatives as
                           surveying vendors,   as appropriate,         Interface work,           Necessary, June 1999
                           April 1999           April 1999              June 1999
</TABLE>

We believe our Year 2000  compliance  will be  completed  on  schedule,  but the
schedule  is based on a number of factors  and  assumptions.  These  assumptions
include the accuracy  and  completeness  of  responses  by third  parties to our
inquires and the  availability  of skilled  personnel to complete the compliance
work. The compliance  schedule could be 


                                       17
<PAGE>

adversely  impacted if any of the  factors and  assumptions  are  incorrect.  We
cannot give assurance that our Year 2000  compliance  projects will be completed
on  schedule or that we will not  uncover  Year 2000 issues that could  create a
material impact on the operation of the Company. In addition, disruptions in the
economy  generally  resulting  from  Year  2000  issues  could  also  materially
adversely  affect the Company.  The Company could be subject to  litigation  for
computer  system  failures,  equipment  shutdowns or improperly  dated  business
records.  The amount of such  potential  liability  and lost  revenue  cannot be
reasonably estimated at this time.

The Company is in the process of working with third party  vendors and customers
to ensure that the Company's systems that interface  directly with third parties
are  Year  2000  compliant  by  April  1999.   Although  management  believes  a
significant  interruption in our suppliers and customers activities (due to Year
2000 issues) is unlikely,  such as interruption  could have a material impact on
our financial results.

We do not believe that the cost of our Year 2000  compliance will be material to
our  financial  condition  or  results  of  operations.  The  cost of Year  2000
compliance  is not expected to exceed $0.5  million and is being funded  through
operating cash flows. To date, we have spent  approximately $0.2 million on Year
2000 compliance.

The Company currently has no contingency plans in place in the event it does not
complete all phases of the Year 2000 program.  The Company plans to evaluate the
status of completion in May 1999 and determine whether such a plan is necessary.


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.  However,  at December 31, 1998
the Company had a swap agreement that effectively converted $20.0 million of the
Company's  debt to a fixed  rate.  If market  interest  rates for the  remaining
borrowings  under the senior  credit  facility  average 1% more  during the year
ended  December  31,  1999 than they did during  1998,  the  Company's  interest
expense would increase,  and income before taxes would decrease by approximately
$0.5  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.

The Company's swap agreement in place at December 31, 1998 had a notional amount
of $20.0  million and ran through  June 11,  2000.  The  agreement  required the
Company  to pay  interest  at a  defined  fixed  rate of 6.11%  while  receiving
interest at a defined variable rate of three-month  LIBOR (5.24% at December 31,
1998). This swap effectively  converted $20.0 million of the Company's Term Loan
A to a fixed rate. The additional net interest expense recorded in both 1997 and
1998 as a result of the swap  agreement was not material.  At December 31, 1998,
the swap  agreement  had a negative  fair  market


                                       18
<PAGE>

value of approximately  $0.3 million as determined by the lender.  In connection
with the amendment of the Company's senior credit facility in February 1999, the
swap  agreement  was  terminated.  The Company  expects to enter into a new swap
agreement  with a $20.0 million  notional  amount  during the second  quarter of
1999.


Item 8 - Financial Statements and Supplementary Data


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

Report of Independent Auditors...........................................20

    Consolidated Balance Sheets at December 31, 1997
    and 1998.............................................................21

    For the years ended December 31, 1996, 1997 and 1998:

    - Consolidated Statements of Income..................................23
    - Consolidated Statements of Stockholders' Equity....................24
    - Consolidated Statements of Cash Flows..............................25

    Notes to Consolidated Financial Statements...........................27


                                       19
<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, 1997 and 1998,  and the related  consolidated
statements of income,  stockholders' equity and cash flows for each of the three
years in the period  ended  December  31,  1998.  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  generally   accepted  auditing
standards.  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, 1997 and 1998, and the  consolidated  results of its operations and
its cash flows for each of the three  years in the  period  ended  December  31,
1998, in conformity with generally accepted accounting principles.  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 29, 1999, except for
  Note 12, as to which the date
  is February 16, 1999

                                       20
<PAGE>

                                 PlayCore, Inc.

                           Consolidated Balance Sheets

                                                        December 31
                                                   1997               1998
                                               ---------------------------------
                                               housands, Except Shares and Per
                                                       Share Data)
Assets
Current assets:
   Cash                                        $       677        $       487
   Accounts receivable, less allowance 
     for doubtful accounts of $407
     and $801                                       13,295             18,036
   Other receivables                                   162                551
   Refundable income taxes                           1,157                  -
   Inventories                                      12,533             11,754
   Prepaid expenses                                  1,586              1,869
   Deferred income taxes                               765                890
                                               ------------       ------------
Total current assets                                30,175             33,587


Property, plant and equipment, net                  20,535             20,871
Deferred financing and other costs,
  net of accumulated amortization
  of $868 and $1,557                                 3,639              3,194
Identifiable intangible assets, net
  of accumulated amortization of
  $527 and $843                                      6,909              6,593
Goodwill, net of accumulated 
  amortization of $4,049 and $5,156                 39,907             39,195
                                               ------------       ------------
                                                  $101,165           $103,440
                                               ============       ============


See accompanying notes


                                       21
<PAGE>

                                                            December 31
                                                       1997              1998
                                               ---------------------------------
                                               (In Thousands, Except Shares and
                                                        Per  Share Data)
Liabilities and stockholders' equity
Current liabilities:
   Revolving loan                                  $     7,615      $     9,940
   Accounts payable                                      5,949            5,346
   Accrued income taxes                                      -              216
   Accrued expenses                                      9,396           11,106
   Current portion of long-term debt                     9,457            7,702
                                                  ------------      -----------
Total current liabilities                               32,417           34,310

Long-term debt                                          49,590           42,288
Convertible subordinated debentures                      5,869            7,021
Deferred income taxes                                    1,595            3,445

Commitments and contingent liability 
 (Notes 4 and 10)

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, 
     11,542,268 and 11,543,349 shares
     issued                                                115              115
   Class B common stock, $.01 par value, 
     1,750,000 shares authorized, no 
     shares issued or outstanding                            -                -
   Additional paid-in capital                           37,518           37,524
   Excess purchase price over 
     predecessor basis                                  (5,627)          (5,627)
   Retained earnings                                    20,199           24,875
   Cost of 3,634,385 shares of common
     stock in treasury                                 (40,511)         (40,511)
                                                  ------------      -----------
Total stockholders' equity                              11,694           16,376
                                                  ------------      -----------
                                                      $101,165         $103,440
                                                  ============      ===========

See accompanying notes

                                       22
<PAGE>


                                 PlayCore, Inc.

                        Consolidated Statements of Income

                                               Year ended December 31
                                      1996             1997             1998
                                  ----------------------------------------------
                                              (In Thousands, Except Per
                                                     Share Data)

Net sales                             $41,872        $89,494         $114,792
Cost of goods sold                     21,328         48,593           61,418
                                  ---------------------------------------------
Gross profit                           20,544         40,901           53,374

Operating expenses:
   Selling                              4,991         17,813           25,113
   General and administrative           4,710          9,616           10,575
   Amortization of intangible
      assets                            1,225          1,899            2,112
                                  ---------------------------------------------
                                       10,926         29,328           37,800
                                  ---------------------------------------------
Operating income                        9,618         11,573           15,574

Other expense:
   Interest expense                     3,931          7,485            7,534
   Other, net                           2,637            781              344
                                  ---------------------------------------------
Total other expense                     6,568          8,266            7,878
                                  ---------------------------------------------
Income before income taxes
  and extraordinary item                3,050          3,307            7,696

Provision (credit) for
 income taxes:
   Current                                625           (235)           1,070
   Deferred                               630          1,280            1,725
   Benefit applied to reduce
      goodwill                            225            225              225
                                  ---------------------------------------------
                                        1,480          1,270            3,020
                                  ---------------------------------------------
Income before extraordinary
  item                                  1,570          2,037            4,676
Extraordinary loss, net of 
 income tax benefit of $540                 -            860                -
                                  ---------------------------------------------
Net income                           $  1,570       $  1,177       $    4,676
                                  =============================================
Basic earnings per share:
   Income before extraordinary
      item                               $.26          $ .29             $.59
   Extraordinary item                       -           (.12)               -
                                  ---------------------------------------------
   Net income                            $.26          $ .17             $.59
                                  =============================================
Diluted earnings per share:
   Income before extraordinary
      item                               $.26          $ .28             $.51
   Extraordinary item                       -           (.10)               -
                                  ---------------------------------------------
   Net income                            $.26          $ .18             $.51
                                  =============================================


See accompanying notes
                                       23
<PAGE>

<TABLE>
<CAPTION>
                                                               PlayCore, Inc.

                                               Consolidated Statements of Stockholders' Equity

                                                                Excess Purchase
                                Common Stock         Additional   Price Over                        Treasury Stock
                           ------------------------   Paid-In     Predecessor      Retained      -----------------------
                             Shares        Amount     Capital        Basis         Earnings        Shares       Amount       Total
                           ---------------------------------------------------------------------------------------------------------
                                                              (In Thousands, Except Per Share Data)

<S>                         <C>           <C>         <C>            <C>            <C>          <C>          <C>         <C>      
Balance at December 31,
 1995                       9,600,000     $  96       $27,631        $(5,627)       $17,452      3,600,000    $(40,348)   $   (796)
   Exercise of stock
     options                    4,000         -            15              -              -              -           -          15
   Net income                       -         -             -              -          1,570              -           -       1,570
                           ---------------------------------------------------------------------------------------------------------
Balance at December 31,
 1996                       9,604,000        96        27,646         (5,627)        19,022      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         (5,627)        20,199      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        $(5,627)       $24,875      3,634,385    $(40,511)   $ 16,376
                           =========================================================================================================

</TABLE>

See accompanying notes.

                                       24
<PAGE>

<TABLE>
<CAPTION>
                                                PlayCore, Inc.
          
                                     Consolidated Statements of Cash Flows

                                                                        Year ended December 31
                                                                  1996            1997           1998
                                                             ----------------------------------------------
                                                                             (In Thousands)

<S>                                                              <C>           <C>              <C>      
Operating activities
Net income                                                       $   1,570     $    1,177       $   4,676
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Deferred income taxes                                             630          1,280           1,725
     Benefit applied to reduce goodwill                                225            225             225
     Write-off of unamortized deferred financing costs                   -          1,400               -
     Depreciation                                                    1,219          1,666           2,484
     Amortization of deferred financing costs, intangible
       assets and goodwill                                           1,225          1,899           2,112
     Amortization of debt discount                                       -            289             365
     Interest converted to convertible subordinated
       debentures and common stock                                     323            822             617
     Other                                                               7              -               -
     Changes in operating assets and liabilities:
       Accounts receivable                                          (1,068)        (2,692)         (4,712)
       Other receivables                                              (385)           529            (380)
       Income taxes                                                    (48)        (1,158)          1,373
       Inventories                                                    (830)        (1,129)            867
       Prepaid expenses                                               (687)           681            (275)
       Accounts payable                                                459           (567)           (759)
       Accrued expenses                                               (187)         4,699           1,609
                                                                 ---------      ---------      ----------
Net cash provided by operating activities                            2,453          9,121           9,927

Investing activities
Purchase of property, plant and equipment                             (448)        (1,640)         (2,777)
Acquisitions of businesses, net of cash acquired                         -        (42,614)           (590)
Other                                                                    -           (141)              -
                                                                 ---------      ---------      ----------
Net cash used in investing activities                                 (448)       (44,395)         (3,367)


</TABLE>

See accompanying notes.

                                       25
<PAGE>

<TABLE>
<CAPTION>
                                                  PlayCore, Inc.

                                 Consolidated Statements of Cash Flows (continued)

                                                                         Year ended December 31
                                                                    1996            1997           1998
                                                              ----------------------------------------------
                                                                              (In Thousands)

<S>                                                                 <C>          <C>               <C>    
Financing activities
Net change in revolving loan                                        $ 3,925      $   1,990         $ 2,325
Issuance of long-term debt                                                -         63,777             535
Payments of long-term debt                                           (9,488)       (34,264)         (9,422)
Issuance of convertible subordinated 
 debentures payable to stockholder                                    5,000              -               -
Debt issuance costs incurred                                         (1,463)        (3,044)           (194)
Proceeds from issuance of common stock                                    -          4,931               6
Proceeds from issuance of common stock warrant                            -          2,723               -
Proceeds from exercise of stock options                                  15              -               -
Purchase of common stock for treasury                                     -           (163)              -
                                                                   --------      ---------        --------
Net cash provided by (used in) financing activities                  (2,011)        35,950          (6,750)
                                                                   --------      ---------        --------
Net increase (decrease) in cash                                          (6)           676            (190)
Cash at beginning of year                                                 7              1             677
                                                                   --------      ---------        --------
Cash at end of year                                               $       1     $      677        $    487
                                                                   ========      =========        ========


Supplemental disclosure of cash flows information
 Cash paid during the year for:
     Interest                                                       $ 3,513      $   5,619         $ 6,627
     Income taxes (refunds), net                                        661            384            (369)

</TABLE>

See accompanying notes.


                                       26
<PAGE>

                                 PlayCore, Inc.

                   Notes to Consolidated Financial Statements

                                December 31, 1998

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), formerly Newco, Inc.

Nature of Business

The Company designs and manufactures  consumer and commercial outdoor playground
equipment.  The consumer  division  markets its primary product lines,  kits for
wooden swing sets and climbing  units,  plastic slides and related  accessories,
nationwide  through home  improvement  retail centers.  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.


                                       27
<PAGE>

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  $1,728,000,  $2,490,000
and $3,297,000 in 1996, 1997 and 1998, 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.


                                       28
<PAGE>

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):

<TABLE>
<CAPTION>

                                                                    1996            1997          1998
                                                               ---------------- ------------- --------------
<S>                                                                 <C>             <C>            <C>   
Numerator:
   Numerator for basic earnings
     per share - income
     before extraordinary item                                      $1,570          $2,037         $4,676
   Effect of dilutive securities -
     10% convertible subordinated
     debentures                                                          -             343            394
                                                               ------------------------------------------
   Numerator for diluted earnings per share                         $1,570          $2,380         $5,070
                                                               ==========================================

Denominator:
   Denominator for basic earnings per
     share -  weighted average shares                                6,003           6,942          7,909
   Effect of dilutive securities:
     Employee stock options                                              -              36             36
     Warrants                                                            -             485            621
     10% convertible subordinated debentures                             -           1,161          1,338
                                                               ------------------------------------------
   Denominator for diluted earnings per share                        6,003           8,624          9,904
                                                               ==========================================
</TABLE>


Pending Accounting Standards

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  (SFAS) No.  133,  "Accounting  for  Derivative
Instruments  and Hedging  Activities,"  which is required to be adopted in years
beginning  after  June  15,  1999.  Because  of  the  Company's  minimal  use of
derivatives,  management  does  not  anticipate  that  the  adoption  of the new
Statement  will  have a  significant  effect on  results  of  operations  or the
financial position of the Company.

Segment Information

Effective  January 1998, the Company  adopted SFAS No. 131,  "Disclosures  about
Segments  of an  Enterprise  and  Related  Information."  SFAS  No.  131,  which
superseded  SFAS  No.  14,  "Financial  Reporting  for  Segments  of a  Business
Enterprise,"  establishes  standards for disclosures about operating segments in
annual and interim financial statements, products and services, geographic areas
and major  customers.  The  adoption  of SFAS No. 131 did not affect  results of
operations  or the  financial  position  of the  Company,  but  did  affect  the
disclosure of segment information. See Note 9 for additional information.


                                       29
<PAGE>

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 PlayCore  Wisconsin's  unsecured 10% Subordinated Notes
due March 2005 in the  principal  amount of  $2,000,000)  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.

Both   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 and Pentes  acquisitions  of $19,655,000 and $620,000,
respectively, has been recorded as goodwill.

The  acquisition  of Pentes  did not have a  material  impact  on the  Company's
consolidated results of operations. The following unaudited pro forma results of
operations for the years ended December 31, 1996 and 1997 assume the acquisition
of GameTime occurred on January 1, 1996.

                                                1996               1997
                                          ------------------ ------------------
                                                 (In Thousands, Except
                                                    Per Share Data)

Net sales                                       $92,138            $96,445
Income before extraordinary
 item                                             1,987              1,022

Income before extraordinary
 item per share:
   Basic                                          $0.25              $0.13
   Diluted                                         0.24               0.12

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.



                                       30
<PAGE>




3. Balance Sheet Detail
   Inventories consist of the following:
                                                      December 31
                                                1997               1998
                                          ----------------- -------------------
                                                     (In Thousands)

   Finished goods and work in process          $  7,112          $  7,153
   Raw materials                                  5,421             4,602
                                          ----------------- -------------------
                                                $12,533           $11,754
                                          ================= ===================

Property, plant and equipment consist of the following:

                                                     December 31
                                               1997              1998
                                          ---------------- -----------------
                                                   (In Thousands)

   Land and land improvements                $     982         $  1,093
   Buildings                                     7,581            7,691
   Shop equipment                               16,253           18,159
   Office equipment                              1,790            2,313
   Vehicles                                         57               75
                                          ---------------- -----------------
                                                26,663           29,331
   Less accumulated depreciation                 6,479            8,963
                                          ---------------- -----------------
                                                20,184           20,368
   Construction in progress                        351              503
                                          ---------------- -----------------
                                               $20,535          $20,871
                                          ================ =================

Identifiable intangible assets consist of the following:

                                                     December 31
                                               1997              1998
                                          ---------------- -----------------
                                                   (In Thousands)

   Patent cost                                  $1,995           $1,995
   Trademarks and trade names                    5,441            5,441
                                          ---------------- -----------------
                                                 7,436            7,436
   Less accumulated amortization                   527              843
                                          ---------------- -----------------
                                                $6,909           $6,593
                                          ================ =================

Accrued expenses consist of the following:

                                                     December 31
                                               1997              1998
                                          ---------------- -----------------
                                                   (In Thousands)

   Accrued commissions                          $2,557         $  3,760
   Other accrued expenses                        6,839            7,346
                                          ---------------- -----------------
                                                $9,396          $11,106
                                          ================ =================


                                       31
<PAGE>

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
                                                1997              1998
                                           ---------------- -----------------
                                                    (In Thousands)

Term loans                                      $46,450          $37,177
12% senior subordinated notes,
 net of original issue discount
 of $2,434 and $2,069 at December
 31, 1997 and 1998, respectively,
 based on an imputed interest rate
 of 14.9% for both years
                                                 10,066           10,431
10% convertible subordinated debentures           5,869            7,021
10% subordinated notes payable                    2,000            2,000
Other                                               531              382
                                           ---------------- -----------------
Total long-term debt                             64,916           57,011
Less amounts due within one year                  9,457            7,702
                                           ---------------- -----------------
                                                $55,459          $49,309
                                           ================ =================

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
commenced  a tender  offer for up to  3,510,000  shares  of common  stock of the
Company at a purchase  price of $6.50 per share.  The tender offer was completed
on February 16, 1996. The agreement also provided that GreenGrass Holdings would
purchase the Company's newly authorized 10% convertible subordinated debentures,
maturing in 2004.  The proceeds from the issuance of the  debentures was used to
pay down approximately  $2.5 million of the Company's  borrowings under its term
loan and to pay fees  associated  with the tender  offer and the issuance of the
debentures.  In 1998,  the Company filed a  registration  statement  under which
debentures  were  offered  to  holders of common  stock  other  than  GreenGrass
Holdings. Additional debentures totaling $535,000 were sold. 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, at the option of the Company, interest
on the  debentures  may be  paid  in the  form  of  additional  debentures.  The
debentures are unsecured.


                                       32
<PAGE>

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

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  which are
identified  below.  In  connection  with the  prepayment in full of the previous
PlayCore  Wisconsin  credit  agreement,  the Company  wrote off the  unamortized
balance of the related deferred financing costs of $1,400,000.

On March 13, 1997,  PlayCore  Wisconsin entered into a $69,500,000 senior credit
facility.  The facility  consists of a $20,000,000  revolving loan  facility,  a
$45,000,000  Term Loan A facility  and a  $4,500,000  Term Loan B facility.  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 $20,000,000.
Interest on borrowings under the revolving loan facility is payable quarterly at
either  0.75 to 1.5% over the prime  rate or 2.0 to 2.75% 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 daily unused portion of the
commitment.

The weighted  average  interest rate on the revolving  loan facility at December
31, 1997 and 1998 was 8.80% and 8.45%, 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 $500,000 and $2,700,000,  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% over the prime  rate or
3.25% over LIBOR, at the Company's  option.  The Term Loan B facility is payable
quarterly  in amounts  between  $16,000 and  $33,000,  with the final  quarterly
principal payment 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 607,297 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 Mass Mutual  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>

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.

Future  maturities of long-term  debt,  including the  convertible  subordinated
debentures  payable to  stockholder,  at December 31,  1998,  are as follows (in
thousands):

         1999                                            $  7,702
         2000                                               8,078
         2001                                               8,937
         2002                                               8,932
         2003                                               4,461
         Thereafter                                        20,970
                                                      -------------
                                                           59,080
         Less: original issue discount                      2,069
                                                      -------------
                                                          $57,011
                                                      =============

Future minimum  payments under a noncancelable  operating lease total $1,334,000
and  are  due  as  follows:  1999--$299,000;   2000--$308,000;   2001--$318,000;
2002--$327,000; and 2003--$82,000. Rent expense, including operating leases, was
$480,000, $820,000 and $1,257,000 in 1996, 1997 and 1998, respectively.

The Company has a swap  agreement with a notional  amount of  $20,000,000  which
expires  June 11,  2000,  and  requires the Company to pay interest at a defined
fixed rate of 6.11%  while  receiving  interest  at a defined  variable  rate of
three-month LIBOR (5.24% at December 31, 1998). This swap agreement  effectively
converts  $20,000,000  of  the  Company's  Term  Loan  A to a  fixed  rate.  The
additional net interest  expense  recorded during both 1997 and 1998 as a result
of the swap agreement was not material. At December 31, 1998, the swap agreement
has a negative fair market value of $338,000 as determined by the lender.



                                       34
<PAGE>

5. Income Taxes

Deferred income taxes consist of the following:

                                                   December 31
                                             1997              1998
                                          -------------- -----------------
                                                 (In Thousands)
Deferred tax assets:
   Noncompete agreement                       $1,865          $ 1,667
   Goodwill                                      525                -
   Inventory                                     395              381
   State net operating loss
      carryforward                               184               84
   Accrued liabilities not currently
      deductible for tax                         596              553
   Other                                         157              308
                                          -------------- -----------------
                                               3,722            2,993
Deferred tax liabilities:
   Goodwill                                        -              312
   Intangible assets                           2,263            2,186
   Property, plant and equipment               1,910            2,698
   Prepaid expenses currently 
      deductible for tax                         379              352
                                          -------------- -----------------
                                               4,552            5,548
                                          -------------- -----------------
Net deferred tax liability                   $  (830)         $(2,555)
                                          ============== =================

For state income tax purposes,  the Company has net operating loss carryforwards
of approximately $968,000 which expire in 2012.

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

                                        Year ended December 31
                                 1996            1997            1998
                            --------------- --------------- ----------------
                                            (In Thousands)
Current:
   Federal                     $   576         $  (235)       $    965
   State                            49               -             106
                            -------------- --------------- ----------------
                                   625            (235)          1,071
Deferred:
   Federal                         556           1,130           1,523
   State                            74             150             201
                            -------------- --------------- ----------------
                                   630           1,280           1,724
Benefit applied
  to reduce goodwill               225             225             225
                            -------------- --------------- ----------------
                                $1,480          $1,270          $3,020
                            ============== =============== ================


                                       35
<PAGE>

5. Income taxes (continued)

The provision for income taxes differs from the amount  computed by applying the
federal  statutory  rate of 34% to income before income taxes and  extraordinary
item as follows:

                                        Year ended December 31
                                  1996           1997            1998
                               ------------- -------------- ---------------
                                            (In Thousands)

Taxes at statutory rate           $1,037          $1,124         $2,617
State income taxes, net
  of federal benefit                 107              29            281
Nondeductible expenses 
  related to tender offer            281               -              -
Other                                 55             117            122
                               ------------- -------------- ---------------
                                  $1,480          $1,270         $3,020
                               ============= ============== ===============

6. Employee Benefit Plans

The Company sponsors two 401(k) plans covering  employees who have completed six
months of  service  and are at least 21 years  old.  The 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 Company expensed
$169,000, $249,000 and $378,000, respectively, in connection with these plans in
1996, 1997 and 1998.

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.

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.



                                       36
<PAGE>

7.  Stock Options (continued)

At  December  31,  1997 and 1998,  there were  317,000  and  126,000  and shares
available for grant, respectively. Changes in option shares are as follows:

<TABLE>
<CAPTION>
                                                           Year ended December 31
                                            1996                     1997                     1998
                                   ------------------------ ------------------------ -----------------------
                                                  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                             258,220       $5.36       322,434       $4.24   1,294,207      $7.01
Granted:
   1996--$3.70 to $4.67 per share     239,284        3.80             -          -            -          -
   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
Exercised--$3.63 per share             (4,000)       3.63             -          -            -          -
Canceled or expired                  (171,070)       5.34       (37,207)       3.70    (427,500)      7.06
                                   -------------            -------------            ------------
Outstanding at end of year
   (1998--$3.63 to $10.88 per
   share)                             322,434        4.24     1,294,207        7.01   1,335,207       5.99
                                   =============            =============            ============

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

</TABLE>

The weighted average  remaining  contractual life of the outstanding  options is
8.1 years.

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 6.4% in 1996,
5.8% in 1997 and 5.3% in 1998,  dividend yield of 0%,  volatility  factor of the
expected  market price of the  Company's  common stock of .430 in 1996,  .445 in
1997 and .440 in 1998,  and expected life of the option of  approximately  seven
years.



                                       37
<PAGE>

7. Stock Options (continued)

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.

The Company's pro forma information follows:

                                             Year ended December 31
                                       1996             1997             1998
                                     --------         --------        ---------
                                                 (In Thousands,
                                             Except Per Share Data)

Pro forma net income                    $994              $660          $4,535
Pro forma net income per share:
   Basic                                $.17              $.10            $.57
   Diluted                               .17               .12             .50


8. Related-Party Transactions

The Company has entered  into 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 $263,000,  $300,000 and $300,000 were expensed by the Company
during 1996, 1997 and 1998, respectively, 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 and related  products  through various retail outlets.  The Company
operated as one reportable segment in 1996.

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.


                                       38
<PAGE>

9. Segment Information (continued)

<TABLE>
<CAPTION>
                                                         Year ended December 31,
                                              1997                                    1998
                              -------------------------------------- ----------------------------------------
                               Commercial     Consumer      Total      Commercial     Consumer      Total
                              -------------- ------------ ---------- --------------- ------------ -----------

<S>                              <C>           <C>         <C>          <C>            <C>          <C>     
Revenues from external
  customers                      $53,126       $36,368     $ 89,494     $74,512        $40,280      $114,792
Interest expense                   4,092         3,393        7,485       4,310          3,224         7,534
Depreciation and
  amortization expense             1,404         2,161        3,565       2,483          2,113         4,596
Income tax expense                   977           293        1,270       2,533            487         3,020
Segment profit before
  extraordinary item               1,567           470        2,037       3,921            755         4,676
Extraordinary item, net of
  tax benefit of $540                  -           860          860           -              -             -
Segment profit (loss)              1,567          (390)       1,177       3,921            755         4,676
Segment assets                    56,102        45,063      101,165      61,992         41,448       103,440
Expenditures for long-lived
  assets                           1,018           622        1,640       2,134            643         2,777
</TABLE>


Geographic Information

<TABLE>
<CAPTION>
                                      Revenues (a)                    Long-Lived Assets
                          -------------------------------------- -----------------------------
                                 Year ended December 31,                 December 31,
                             1996          1997         1998          1997           1998
                          ------------ ------------- ----------- --------------- -------------
<S>                          <C>          <C>           <C>           <C>             <C>    
United States                $39,311      $83,492       $107,268      $20,535         $20,871
Foreign countries              2,561        6,002          7,524            -               -
                          ------------ ------------- ----------- --------------- -------------
Total                        $41,872      $89,494      $114,792       $20,535         $20,871
                          ============ ============= =========== =============== =============

(a)Revenues are attributed to countries based on the location of customers.
</TABLE>


Major Customer

During 1997 and 1998,  there were no sales to any customer  that exceeded 10% of
net sales.  Two  customers  accounted  for 22% and 16% of net sales during 1996,
respectively.  Accounts receivable from these customers  represented 28% and 29%
of accounts receivable at December 31, 1996, respectively.

10. Commitments

The Company has  $1,332,000 in  commitments  for the  completion of the building
construction at its GameTime facility at December 31, 1998.


                                       39
<PAGE>

11. Quarterly Results of Operations (Unaudited)

<TABLE>
<CAPTION>
                                                                         1997
                                           -----------------------------------------------------------------
                                            1st Quarter     2nd Quarter     3rd Quarter      4th Quarter
                                           --------------- --------------- --------------- -----------------
                                                        (In Thousands, Except Per Share Data)
<S>                                           <C>               <C>            <C>             <C>    
Net sales                                     $10,849           $34,923        $24,827         $18,895
Gross profit                                    4,970            17,736         10,940           7,255
Income (loss) before extraordinary item
                                                 (282)            4,291             98          (2,070)
Net income (loss)                              (1,142)            4,291             98          (2,070)
Earnings (loss) per share:
Basic earnings (loss) per share:
     Income (loss) before extraordinary
       item                                    $ (.04)            $.61            $.01         $ (.29)
     Extraordinary item                          (.14)                -             -                -
                                           --------------- --------------- --------------- -----------------
     Net income (loss)                         $ (.18)            $.61           $ .01         $ (.29)
                                           =============== =============== =============== =================
   Diluted earnings (loss) per share:
     Income (loss) before extraordinary
       item                                     $(.04)            $.49            $.01          $(.29)
     Extraordinary item                          (.14)                -              -               -
                                           --------------- --------------- --------------- -----------------
     Net income (loss)                          $(.18)            $.49            $.01          $(.29)
                                           =============== =============== =============== =================

<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)

</TABLE>

12. Subsequent Event

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  $13,300,000  (including the repayment of certain  indebtedness of
Heartland),  subject to certain adjustments as defined in the Agreement and Plan
of Merger.  Heartland has a national network of company-owned sales branches and
independent  dealers  to  sell  its  products,  which  include  yard  barns  and
custom-built  garages.  The transaction will be accounted for under the purchase
method of accounting.

The  acquisition  was financed by amending  and  restating  the existing  senior
credit facility to increase the revolving loan facility to $28,000,000, the Term
Loan A facility to $38,000,000 and the Term Loan B facility to $9,000,000.


                                       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 annual
meeting of  stockholders  to be held on May 26,  1999 (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.

         Consolidated Balance Sheets at December 31,
         1997 and 1998...................................................21

         For the years ended December 31, 1996, 1997,
         and 1998:

         -  Consolidated Statements of Income............................23
         -  Consolidated Statements of Stockholders'
              Equity.....................................................24
         -  Consolidated Statements of Cash Flows........................25

         Notes to Consolidated Financial Statements......................27

         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,  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)].



                                       44
<PAGE>

(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.

(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, 1996, 1997 and 1998

                         PlayCore, Inc. (Parent Company)


Condensed Balance Sheet
                                                          December 31
                                                    1997             1998    
                                               -----------------------------
                                                      (In Thousands)

Investment in, and amounts due from,
  wholly owned subsidiary                     $    37,122       $    41,179
                                              -----------       -----------
Total assets                                  $    37,122       $    41,179
                                              ===========       ===========

Current liabilities                           $       215       $       530
Amounts due to wholly owned subsidiary             19,344            17,252
Convertible subordinated debentures 
  payable to stockholder                            5,869             7,021

Stockholders' equity:
   Common stock                                       115               115
   Cost of 3,634,385 shares of common
     stock in treasury                            (40,511)          (40,511)
   Other stockholders' equity                      52,090            56,772
                                              -----------       -----------
                                                   11,694            16,376
                                              -----------       -----------
Total liabilities and stockholders' equity    $    37,122       $    41,179
                                              ===========       ===========

Condensed Statement of Income

                                               Year Ended December 31
                                          1996         1997             1998    
                                      ------------------------------------------
                                                 (In Thousands)

Management fees from wholly owned
 subsidiary                           $   2,200      $   2,200       $   2,200
Costs and expenses:
   Administrative expense                   503            428             490
   Interest expense                         437            832             637
   Other expense                          1,488            682              74
                                        -------        -------        --------
                                          2,428          1,942           1,201
                                        -------        -------        --------

Income (loss) before income taxes 
 and equity in net income of 
 subsidiary                                (228)           258             999
Provision (credit) for income taxes         (80)            90             380
Equity in net income of subsidiary        1,718          1,009           4,057
                                       --------        -------        --------
Net income                           $    1,570      $   1,177       $   4,676
                                       ========        =======        ========


                                       46
<PAGE>

                                                                      Schedule I
                                                                     (continued)
<TABLE>
                                 PlayCore, Inc.
                  Condensed Financial Information of Registrant
                  Years Ended December 31, 1996, 1997 and 1998

                         PlayCore, Inc. (Parent Company)

<CAPTION>

Condensed Statement of Cash Flows

                                                                    Year Ended December 31
                                                           1996              1997             1998    
                                                        ----------------------------------------------
                                                                        (In Thousands)

<S>                                                     <C>              <C>               <C>        
Operating activities:
   Net income                                           $     1,570      $     1,177       $     4,676
      Adjustments to reconcile net income to net
         cash used in operating activities:
       Equity in net income of subsidiary                   (1,718)           (1,009)           (4,057)
       Interest converted to convertible
        subordinated debentures and common stock                323              822               617
       Decrease in current liabilities                      (5,190)          (10,442)           (1,777)
                                                        -----------      -----------       -----------
Net cash used in operating activities                       (5,015)           (9,452)             (541)

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            5,000                -               535
   Proceeds from issuance of common stock                         -            4,931                 6
   Proceeds from issuance of common stock warrant                 -            2,723                 -
   Proceeds from exercise of stock options                       15                -                 -
   Purchase of treasury stock                                     -            (163)                 -
                                                        -----------      -----------       -----------
Net cash provided by financing activities                     5,015            9,452               541
                                                        -----------      -----------       -----------

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, 1996, 1997 and 1998

<CAPTION>
                                                                        Additions         
                                      Balance at    Charged to                                    Balance at
                                      Beginning     Costs and      Acquired                         End of
      Description                      of Year       Expenses      Balance 1     Deductions 2        Year  
                                                               (In Thousands)

<S>                                     <C>          <C>             <C>            <C>            <C>    
Allowance for doubtful accounts:
    Year ended December 31, 1996        $   91       $    10         $    -         $    3         $    98
                                        ======       =======         ======         ======         =======

    Year ended December 31, 1997        $   98       $   259         $  300         $  250         $   407
                                        ======       =======         ======         ======         =======

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


-----------
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                                   3/29/99
          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            3/29/99
Chairman of the Board               Terence S. Malone
of Directors and a Director

FREDERIC L. CONTINO                 /s/Frederic L. Contino            3/29/99
President and Chief                 Frederic L. Contino
Executive Officer and a Director

DAVID S. EVANS                      /s/ David S. Evans                3/29/99
Director                            David S. Evans

RICHARD E. RUEGGER                  /s/Richard E. Ruegger             3/29/99
Vice President-Finance,             Richard E. Ruegger
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)

GEORGE N. HERRERA                   /s/George N. Herrera              3/29/99
Director                            George N. Herrera

TIMOTHY R. KELLEHER                 /s/Timothy R. Kelleher            3/29/99
Director                            Timothy R. Kelleher

GARY A. MASSEL                      /s/Gary A. Massel                 3/29/99
Director                            Gary A. Massel

RONALD D. WRAY                      /s/Ronald D. Wray                 3/29/99
Director                            Ronald D. Wray


                                       49
<PAGE>

                                 PLAYCORE, INC.
                       EXHIBIT INDEX TO FORM 10-K For the
                       Fiscal Year ended December 31, 1998

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)].

(3.2)    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
         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.

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




                                       51