e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
|
|
þ |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 1, 2006
or
|
|
|
o |
|
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 0-238001
LaCrosse Footwear, Inc.
(Exact name of Registrant as specified in its charter)
|
|
|
Wisconsin
|
|
39-1446816 |
|
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.) |
18550 NE Riverside Parkway
Portland, Oregon 97230
(Address, zip code of principal executive offices)
(503) 766-1010
(Registrants telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether Registrant is a large accelerated filer, an accelerated filer or a
non-accelerated filer.
Large Filer o Accelerated Filer o Non-Accelerated Filer þ
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
Common Stock, $.01 par value, outstanding as of May 10, 2006: 6,009,591 shares
LACROSSE FOOTWEAR, INC. AND SUBSIDIARIES
Form 10-Q Index
INDEX
2
PART
I FINANCIAL INFORMATION
ITEM 1. Financial Statements
LACROSSE FOOTWEAR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 1, |
|
|
December 31, |
|
|
March 26, |
|
(in thousands, except share and per share data) |
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
|
(unaudited) |
|
|
|
|
|
|
(unaudited) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
11,179 |
|
|
$ |
6,113 |
|
|
$ |
6,265 |
|
Trade accounts receivable, net |
|
|
13,721 |
|
|
|
16,684 |
|
|
|
12,848 |
|
Inventories (5) |
|
|
20,668 |
|
|
|
24,865 |
|
|
|
19,239 |
|
Prepaid expenses and other |
|
|
871 |
|
|
|
955 |
|
|
|
332 |
|
Deferred tax assets (6) |
|
|
1,404 |
|
|
|
1,351 |
|
|
|
1,638 |
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
47,843 |
|
|
|
49,968 |
|
|
|
40,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
3,029 |
|
|
|
3,047 |
|
|
|
3,214 |
|
Goodwill |
|
|
10,753 |
|
|
|
10,753 |
|
|
|
10,753 |
|
Other assets |
|
|
783 |
|
|
|
815 |
|
|
|
1,488 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
62,408 |
|
|
$ |
64,583 |
|
|
$ |
55,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Shareholders Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
3,335 |
|
|
$ |
5,402 |
|
|
$ |
3,132 |
|
Accrued expenses |
|
|
2,719 |
|
|
|
3,521 |
|
|
|
2,390 |
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
6,054 |
|
|
|
8,923 |
|
|
|
5,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits (8) |
|
|
4,022 |
|
|
|
4,015 |
|
|
|
3,598 |
|
Deferred tax liabilities (6) |
|
|
1,168 |
|
|
|
1,168 |
|
|
|
1,049 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
11,244 |
|
|
|
14,106 |
|
|
|
10,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value $.01 per
share,
authorized 50,000,000 shares;
issued
6,717,627 shares |
|
|
67 |
|
|
|
67 |
|
|
|
67 |
|
Additional paid-in capital |
|
|
26,088 |
|
|
|
25,987 |
|
|
|
26,108 |
|
Accumulated other comprehensive
loss |
|
|
(1,306 |
) |
|
|
(1,306 |
) |
|
|
(1,015 |
) |
Retained earnings |
|
|
30,000 |
|
|
|
29,608 |
|
|
|
24,692 |
|
Less cost of 708,436, 728,370
and 779,927 shares of treasury
stock |
|
|
(3,685 |
) |
|
|
(3,879 |
) |
|
|
(4,244 |
) |
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
51,164 |
|
|
|
50,477 |
|
|
|
45,608 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholders equity |
|
$ |
62,408 |
|
|
$ |
64,583 |
|
|
$ |
55,777 |
|
|
|
|
|
|
|
|
|
|
|
See notes to the interim unaudited condensed consolidated financial statements.
3
LACROSSE FOOTWEAR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
April 1, |
|
|
March 26, |
|
(in thousands, except per share data) |
|
2006 |
|
|
2005 |
|
Net sales |
|
$ |
21,401 |
|
|
$ |
18,866 |
|
|
Cost of goods sold |
|
|
13,017 |
|
|
|
11,862 |
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
8,384 |
|
|
|
7,004 |
|
|
Selling, and administrative expenses |
|
|
7,821 |
|
|
|
6,453 |
|
|
|
|
|
|
|
|
|
Operating income |
|
|
563 |
|
|
|
551 |
|
|
Non-operating income (expense): |
|
|
|
|
|
|
|
|
|
Interest income (expense) |
|
|
50 |
|
|
|
(28 |
) |
|
Miscellaneous |
|
|
|
|
|
|
(26 |
) |
|
|
|
|
|
|
|
|
Total non-operating (expense): |
|
|
50 |
|
|
|
(54 |
) |
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
613 |
|
|
|
497 |
|
|
Provision for income taxes (6) |
|
|
221 |
|
|
|
179 |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
392 |
|
|
$ |
318 |
|
|
|
|
|
|
|
|
|
Net income per common share: |
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.07 |
|
|
$ |
0.05 |
|
|
Diluted |
|
$ |
0.06 |
|
|
$ |
0.05 |
|
|
Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
Basic |
|
|
5,998 |
|
|
|
5,923 |
|
|
Diluted |
|
|
6,182 |
|
|
|
6,154 |
|
See notes to the interim unaudited condensed consolidated financial statements.
- 4 -
LACROSSE FOOTWEAR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
April 1, |
|
|
March 26, |
|
(in thousands) |
|
2006 |
|
|
2005 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
392 |
|
|
$ |
318 |
|
Adjustments to reconcile net income to net cash provided by (used in)
operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
408 |
|
|
|
308 |
|
Stock-based compensation |
|
|
165 |
|
|
|
|
|
Deferred income taxes |
|
|
(53 |
) |
|
|
179 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Trade accounts receivable |
|
|
2,963 |
|
|
|
2,765 |
|
Inventories |
|
|
4,197 |
|
|
|
(2,277 |
) |
Accounts payable |
|
|
(2,067 |
) |
|
|
(216 |
) |
Accrued expenses and other |
|
|
(707 |
) |
|
|
(1,609 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
5,298 |
|
|
|
(532 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(362 |
) |
|
|
(491 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options |
|
|
130 |
|
|
|
139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
5,066 |
|
|
|
(884 |
) |
|
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
Beginning of period |
|
|
6,113 |
|
|
|
7,149 |
|
|
|
|
|
|
|
|
Ending of period |
|
$ |
11,179 |
|
|
$ |
6,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental information: |
|
|
|
|
|
|
|
|
Cash payments for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
|
|
|
$ |
1 |
|
Income taxes |
|
$ |
199 |
|
|
$ |
300 |
|
See notes to the interim unaudited condensed consolidated financial statements.
- 5 -
LACROSSE FOOTWEAR, INC. AND SUBSIDIARIES
Notes to Interim Unaudited Condensed Consolidated Financial Statements
for the Quarters Ended April 1, 2006 and March 26, 2005
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Use of Estimates LaCrosse Footwear, Inc. is referred to as we,
us, our or Company in this report. The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information, and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, we have condensed
or omitted certain information and footnote disclosures. These unaudited condensed
consolidated financial statements should be read in conjunction with the audited financial
statements and notes thereto included in the Companys Annual Report on Form 10-K for the
year ended December 31, 2005. All such adjustments reflected in the interim unaudited
condensed consolidated financial statements are of a normal and recurring nature.
These unaudited condensed consolidated financial statements include the accounts of LaCrosse
Footwear, Inc., and our wholly owned subsidiaries, Danner, Inc., and LaCrosse International,
Inc. All material intercompany accounts and transactions have been eliminated in
consolidation.
We report our quarterly interim financial information based on 13-week periods. The nature
of our 13-week calendar requires that all periods end on a Saturday, and that the year end
on December 31. As a result, every first quarter and every fourth quarter have a unique
number of business days. Due to this 13-week calendar, every six years, five business days
will be added back to quarter one, and removed from quarter four. This is the case with the
year ending December 31, 2006.
Management is required to make certain estimates and assumptions which affect the amounts of
assets, liabilities, revenues and expenses we have reported, and our disclosure of
contingent assets and liabilities at the date of the financial statements. The results of
the interim periods are not necessarily indicative of the results for the full year.
Accordingly, these condensed consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and the related notes included in our
Annual Report on Form 10-K for the year ended December 31, 2005. Actual results could
differ materially from these estimates and assumptions.
Cash and cash equivalents The Company considers all highly liquid debt instruments
(including short-term investment grade securities and money market instruments) purchased
with maturities of three months or less to be cash equivalents. The carrying amounts of
those assets are a reasonable estimate of their fair value due to the short term to maturity
and readily available market for those types of investments. The Company maintains its cash
in money market accounts, which, at times, exceed federally insured limits. The Company has
not experienced any losses in such accounts.
Revenue recognition Revenue is recognized when products are shipped, the customer takes
title and assumes risk of loss, collection of related receivable is probable, persuasive
evidence of an arrangement exists, and the sales price is fixed or determinable. Allowances
for estimated returns, discounts, and bad debts are provided when the related revenue is
recorded. Amounts billed for shipping and handling costs are recorded as a component of net
sales, while the related costs paid to third-party shipping companies are recorded as a cost
of sales.
Fair value of financial instruments Pursuant to Statement of Financial Accounting
Standards (SFAS) No. 107, Disclosures About Fair Value of Financial Instruments, the
Company estimated the fair value of all financial instruments included on its consolidated
balance sheets as of April 1, 2006 and March 26, 2005. The Companys financial instruments,
including cash and cash equivalents, trade receivables, trade payables, and accounts
payable, are estimated to approximate their fair value due to their short maturities. The
Company had no debt outstanding at either April 1, 2006, March 26, 2005 or December 31,
2005.
- 6 -
Trade accounts receivable and allowance for doubtful accounts Trade accounts receivable
are carried at original invoice amount less an estimated allowance for doubtful accounts.
The Company maintains an allowance for doubtful accounts for the uncertainty of its
customers ability to make required payment. If the financial condition of the customer
were to deteriorate, resulting in an impairment of the receivable
balance, the Company would record an additional allowance. The Company also records
allowances for cash discounts and non-defective returns. Periodically, the Company may
initiate additional sales programs that could result in further discounts.
The Company analyzes the adequacy of each cash discount program to determine appropriate
allowance levels and adjusts such allowances as necessary.
Inventories Inventories are stated at the lower of cost or market. Cost is determined by
the first-in, first-out (FIFO) method. Provision for potentially slow-moving inventory is
made based on managements analysis of inventory levels, future sales forecasts, and current
estimated market values.
Property and equipment Property and equipment are carried at cost and are being
depreciated using straight-line and accelerated methods over their estimated useful lives.
Depreciable lives range from ten to twenty-five years for building and improvements and from
three to seven years for machinery and equipment.
Goodwill and other intangible assets Goodwill represents the excess of the purchase price
over the fair value of the net tangible and identified intangible assets of Danner, Inc.
acquired. Goodwill and identified intangible assets deemed to have indefinite lives are
not amortized, however, are subject to impairment tests at least annually in accordance with
Financial Accounting Standards Board (FASB) Statement No. 142, Goodwill and Other Intangible
Assets. The Company also reviews the carrying amount of goodwill for impairment if an event
occurs or circumstances change that would indicate the carrying amount may be impaired. An
impairment loss would generally be recognized when the carrying amount of the reporting
units net assets exceeds the estimated fair value of the reporting unit. The fair value of
Danner is established based upon a projection of profitability. Using these procedures, the
Company determined that the fair value of Danner exceeds its carrying value for both the
quarter-end April 1, 2006 and March 26, 2005, and therefore goodwill is not impaired. The
net carrying amount of goodwill for Danner was $10.8 million for each period.
Recoverability and impairment of intangible assets and other long-lived assets Pursuant to
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company
reviews long-lived assets and certain identifiable intangibles for impairment whenever
events or changes indicate the carrying value may be impaired. In these cases, the Company
estimates the future undiscounted net cash flows to be derived from the assets to determine
whether a potential impairment exists. If the carrying value exceeds the estimate of future
undiscounted cash flows, the Company then calculates the impairment as the excess of the
carrying value of the asset over the estimate of its fair value. The Company has determined
that its long-lived assets at April 1, 2006 and March 26, 2005 were not impaired.
Income taxes The provision for income taxes is based on earnings reported in the
consolidated financial statements. Deferred tax assets and liabilities are determined by
applying enacted tax rates to the cumulative temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.
Research and development costs Expenditures relating to the development of new products
and processes are expensed as incurred. These costs include expenditures for compensation,
materials, facilities, and other costs.
Advertising and promotion The Company advertises and promotes its products through
national and regional media, displays, and catalogs and through cooperative advertising
programs with retailers. Costs for these advertising and promotional programs are generally
charged to expense as incurred.
- 7 -
NOTE 2. PRODUCT WARRANTY
The Company provides a limited warranty for the replacement of defective products. The
Companys limited warranty requires the Company to repair or replace defective products at
no cost to the consumer
within a specified time period after sale. The Company estimates the costs that may be
incurred under its limited warranty and records a liability in the amount of such costs at
the time product revenue is recognized. Factors that affect the Companys warranty liability
include the number of units sold, and historical and anticipated rates of warranty claims.
The Company assesses the adequacy of its recorded warranty liability and adjusts the amount
as necessary. The Company utilizes historical trends and information received from its
customers to assist in determining the appropriate warranty accrual levels.
Changes in our warranty liability during the quarters ended April 1, 2006 and March 26, 2005
are as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
(in thousands) |
|
April 1, 2006 |
|
|
March 26, 2005 |
|
Balance, beginning |
|
$ |
762 |
|
|
$ |
846 |
|
Accruals for products sold |
|
|
518 |
|
|
|
473 |
|
Costs incurred |
|
|
(520 |
) |
|
|
(464 |
) |
|
|
|
|
|
|
|
Balance, ending |
|
$ |
760 |
|
|
$ |
855 |
|
|
|
|
|
|
|
|
NOTE 3. NET INCOME PER COMMON SHARE
Pursuant to SFAS No. 128, Earnings per Share, the Company presents its net income on a per
share basis for both basic and diluted common shares. Basic earnings per common share
exclude all dilution and are computed using the weighted average number of common shares
outstanding during the period. The diluted earnings per common share calculation assumes
that all stock options or other arrangements to issue common stock (common stock
equivalents) were exercised or converted into common stock at the beginning of the period,
unless their effect would be anti-dilutive.
A reconciliation of the shares used in the basic and diluted earnings per common share is as
follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
(in thousands) |
|
April 1, 2006 |
|
March 26, 2005 |
Basic weighted average shares outstanding |
|
5,998 |
|
5,923 |
|
|
|
|
|
|
|
|
|
Diluted securities: |
|
|
|
|
|
|
|
|
Stock options |
|
184 |
|
231 |
|
|
|
|
|
Diluted weighted average shares outstanding |
|
6,182 |
|
|
6,154 |
|
|
|
|
|
NOTE 4. STOCK-BASED COMPENSATION
In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment: an amendment of FASB
Statements No. 123, (SFAS 123R) which requires companies to recognize in the income
statement the grant-date fair value of stock options and other equity-based compensation
issued to employees. SFAS 123R is effective for financial statements issued for annual
reporting periods that begin after June 15, 2005. In adopting SFAS No. 123R, the Company
used the modified prospective transition method, as of January 1, 2006, the first day of the
Companys fiscal year 2006.
Under the modified prospective transition method, awards that are granted, modified or
settled after the date of adoption will be measured and accounted for in accordance with
SFAS 123R. Compensation cost for awards granted prior to, but not vested, as of the date
SFAS 123R is adopted would be based on the grant date attributes originally used to value
those awards for pro forma purposes under SFAS 123. The Companys condensed consolidated
financial statements as of and for the first quarter of fiscal 2006 reflect the impact of
SFAS No. 123R. In accordance with the modified prospective transition method,
the Companys
consolidated financial statements for the prior periods have not been restated to reflect,
and do not include, the impact of SFAS No. 123R. Share-based compensation expense
recognized under SFAS No. 123R for the first quarter of fiscal 2006 was approximately $0.2
million before income taxes.
- 8 -
Prior to the adoption of SFAS 123R, the Company accounted for stock options issued under its
plans under APB Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. Because the exercise price of the Companys stock options granted to
employees and directors equaled the fair market value of the underlying stock at the grant
date, under the intrinsic value method, no share-based compensation expense was recognized
in the Companys condensed consolidated statement of operations for the first quarter of
2005. If compensation cost had been determined based on fair values at the date of grant
under SFAS 123, Accounting for Stock-Based Compensation, pro-forma net income and earnings
per share would have been as follows:
|
|
|
|
|
|
|
Quarter ended |
|
(in thousands, except for share data) |
|
March 26, 2005 |
|
Net income as reported |
|
$ |
318 |
|
Deduct: Total stock-based employee compensation expense determined under the
fair value based method for all awards, net of the related tax effects |
|
|
(116 |
) |
|
|
|
|
Pro forma net income |
|
$ |
202 |
|
|
|
|
|
|
|
|
|
|
Net income per common share: |
|
|
|
|
Basic as reported |
|
$ |
0.05 |
|
Diluted as reported |
|
$ |
0.05 |
|
Basic pro forma |
|
$ |
0.03 |
|
Diluted pro forma |
|
$ |
0.03 |
|
SFAS 123R requires companies to estimate the fair value of share-based awards on the
date of grant using an option-pricing model. The value of the portion of the award that is
ultimately expected to vest is recognized as expense in the Companys condensed consolidated
statement of operations over the requisite service periods. Share-based compensation
expense for share-based awards granted prior to, but not yet vested as of December 31, 2005,
is based on the grant date fair value estimated in accordance with the provisions of SFAS
123. For options granted subsequent to December 31, 2005, compensation expense is based on
the grant date fair value estimated in accordance with SFAS 123R. Because share-based
compensation expense is based on awards that are ultimately expected to vest, share-based
compensation expense will be reduced to account for estimated forfeitures. SFAS 123R
requires forfeitures to be estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those estimates. In the pro forma
information required under SFAS 123 for periods prior to fiscal 2006, the Company accounted
for forfeitures as they occurred.
To calculate the option-based compensation under SFAS No. 123R, the Company used the
Black-Scholes option-pricing model, which it had previously used for the valuation of
option-based awards for its pro forma information required under SFAS No. 123 for periods
prior to fiscal 2006. The Companys determination of fair value of option-based awards on
the date of grant using the Black-Scholes model is affected by the Companys stock price as
well as assumptions regarding a number of subjective variables. These variables include,
but are not limited to, the Companys expected stock price volatility over the term of the
awards, risk-free interest rate, and the expected life of the options. The risk-free
interest rate is based on a treasury instrument whose term is consistent with the expected
life of our stock options. The expected volatility, holding period, and forfeitures of
options are based on historical experience.
The following table represents stock option activity for the quarter ended April 1, 2006:
- 9 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
Weighted- |
|
|
|
|
|
|
Average |
|
Average |
|
|
Number of |
|
Exercise |
|
Remaining |
|
|
Shares |
|
Price |
|
Contract Life |
Outstanding options at beginning of period |
|
|
650,798 |
|
|
$ |
7.01 |
|
|
|
|
|
Granted |
|
|
178,200 |
|
|
|
10.71 |
|
|
|
|
|
Exercised |
|
|
(19,934 |
) |
|
|
4.12 |
|
|
|
|
|
Canceled |
|
|
(19,500 |
) |
|
|
9.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at end of period |
|
|
789,564 |
|
|
$ |
7.85 |
|
|
7.24 Yrs. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding exercisable at end of period |
|
|
291,847 |
|
|
$ |
5.69 |
|
|
6.35 Yrs. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares available for future stock grants to employees and directors under existing
plans were 262,125 at April 1, 2006. At April 1, 2006, the aggregate intrinsic value of
options outstanding was $3,370,000, and the aggregate intrinsic value of options exercisable
was $1,878,000. Total intrinsic value of options exercised was $132,000 for the first
quarter ended April 1, 2006.
The following table summarizes our non-vested stock option activity for the quarter ended
April 1, 2006:
|
|
|
|
|
|
|
Number of |
|
|
Shares |
Nonvested stock options at beginning of period |
|
|
455,643 |
|
Vested |
|
|
(116,626 |
) |
Canceled |
|
|
(19,500 |
) |
Granted |
|
|
178,200 |
|
|
|
|
|
|
Nonvested stock options at end of period |
|
|
497,717 |
|
|
|
|
|
|
At April 1, 2006, there was approximately $970,000 of unrecognized compensation cost
related to share-based payments which is expected to be recognized over a weighted-average
period of four years.
NOTE 5. INVENTORIES
A summary of inventories is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 1, |
|
|
December 31, |
|
|
March 26, |
|
(in thousands) |
|
2006 |
|
|
2005 |
|
|
2005 |
|
Raw materials |
|
$ |
1,413 |
|
|
$ |
1,218 |
|
|
$ |
2,038 |
|
Work in process |
|
|
153 |
|
|
|
145 |
|
|
|
211 |
|
Finished goods |
|
|
19,816 |
|
|
|
24,220 |
|
|
|
18,160 |
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
21,382 |
|
|
|
25,583 |
|
|
|
20,409 |
|
Less: provision for slow-moving inventory |
|
|
(714 |
) |
|
|
(718 |
) |
|
|
(1,170 |
) |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
20,668 |
|
|
$ |
24,865 |
|
|
$ |
19,239 |
|
|
|
|
|
|
|
|
|
|
|
- 10 -
NOTE 6. INCOME TAXES
We record valuation allowances against the Companys deferred tax assets, when deemed
necessary, in accordance with the SFAS No. 109, Accounting for Income Taxes. Considering
the projected levels of future income as well as the nature of the net deferred tax assets,
management has concluded that the deferred tax assets are fully realizable except for the
deferred tax asset that relates to the majority of the Companys state NOL carryforwards.
The realization of these state NOL carryforwards is dependent upon yet to be developed tax
strategies, as well as having taxable income in years well into the future. In future
periods of earnings, the Company will report income tax expense at statutory rates offset by
any further reductions in the valuation allowance based on an ongoing assessment of the
future realization of the state NOL deferred tax assets. In the event the Company determines
that it will not be able to realize all or part of its net deferred tax assets in the
future, an adjustment to the deferred tax assets will be charged to income in the period
such determination is made.
On a quarterly basis, we estimate what the Companys effective tax rate will be for the full
fiscal year and record a quarterly income tax provision with the anticipated rate. As the
year progresses we will refine our estimate based on the facts and circumstances by each tax
jurisdiction. If a material event impacts the Companys profitability, a change in the
effective tax rate may occur that would impact the income tax provision. The effective tax
rate was 36% and 36.9% for the quarters ended April 1, 2006 and March 26, 2005,
respectively.
NOTE 7. SOURCING REALIGNMENT AND FACILITY SHUTDOWN CHARGE
During 2002, the Company announced a strategic decision to relocate its Racine, Wisconsin
administrative and distribution functions. At that time, it was decided to close the
manufacturing facility at that location.
A summary of the activity in the related reserve for the first quarter of 2006 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance |
|
|
|
|
|
Payments or |
|
Balance |
|
|
December 31, |
|
New |
|
Reserves |
|
April 1, |
( in thousands) |
|
2005 |
|
Charges |
|
Used |
|
2006 |
Racine Facility Shut-down |
|
$ |
85 |
|
|
$ |
|
|
|
$ |
53 |
|
|
$ |
32 |
|
|
|
|
NOTE 8. COMPENSATION AND BENEFIT AGREEMENTS
We have a defined benefit pension plan covering eligible past employees and approximately
12% of our current employees. We also sponsor an unfunded defined benefit postretirement
death benefit plan that covers eligible past employees.
Information relative to our defined benefit pension and other postretirement plans is
presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
Other Benefits |
|
|
Quarter Ended |
|
Quarter ended |
|
|
April 1, |
|
March 26, |
|
April 1, |
|
March 26, |
(in thousands) |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Cost recognized during the quarter: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest cost |
|
$ |
242 |
|
|
$ |
243 |
|
|
$ |
4 |
|
|
$ |
4 |
|
Expected return on plan assets |
|
|
(235 |
) |
|
|
(244 |
) |
|
|
|
|
|
|
|
|
Amortization of prior loss |
|
|
13 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
Amortization of prior service cost |
|
|
4 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net period cost |
|
$ |
24 |
|
|
$ |
4 |
|
|
$ |
4 |
|
|
$ |
4 |
|
|
|
|
|
|
- 11 -
The determination of our obligation and expense for pension and other postretirement
benefits is dependent on our selection of certain assumptions used by actuaries in
calculating such amounts. Those assumptions are described in Note 7 to our annual
consolidated financial statements and include, among others, the discount rate and expected
long-term rate of return on plan assets. In accordance with United States Generally Accepted
Accounting Principles, actual results that differ from our assumptions are accumulated and
amortized over future periods and therefore, generally affect our recognized expense and
recorded obligation in such future periods. While we believe that our assumptions are
appropriate, significant differences in our actual experience or significant changes in our
assumptions may materially affect our pension and other postretirement obligations, and our
future expense and equity. See also Part I, Item 3 in this Form 10-Q for further
sensitivity analysis regarding our estimated pension obligation.
NOTE 9. RECENTLY ISSUED ACCOUNTING STANDARDS
In March 2005, the FASB issued FASB Interpretation No. 47, or FIN 47, which clarifies
terminology in FASB Statement No. 143, Accounting for Asset Retirement Obligations. FIN 47
clarifies when an entity
has sufficient information to reasonably estimate the fair value of an asset retirement
obligation. FIN 47 became effective for the Company in the first quarter of fiscal 2006.
The adoption of FIN 47 did not have a material impact on the Companys consolidated
financial statements.
In November 2004, the FASB issued SFAS No. 151, Inventory Costs an amendment of ARB No.
43, Chapter 4, (SFAS 151). SFAS 151 amends the guidance in Accounting Research Bulletin
No. 43 to require idle facility expense, freight, handling costs, and wasted material
(spoilage) to be recognized as current-period charges. In addition, SFAS 151 requires the
allocation of fixed production overheads to the costs of conversion be based on the normal
capacity of production facilities. SFAS 151 is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. The Company adopted SFAS 151 on January 1, 2006
with no material impact to the consolidated financial statements.
- 12 -
ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
All statements, other than statements of historical facts, included in this Form 10-Q, including
without limitation, statements regarding our future financial position, business strategy, budgets,
projected costs, goals and plans and objectives of management for future operations, are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as may, will, expect, intend,
estimate, anticipate, project, believe, continue, or target or the negative thereof or
variations thereon or similar terminology. All forward-looking statements made in this Form 10-Q
are based on information presently available to our management. Although we believe that the
expectations reflected in forward-looking statements have a reasonable basis, we can give no
assurance that these expectations will prove to be correct. Forward-looking statements are subject
to risks and uncertainties that could cause actual events or results to differ materially from
those expressed in or implied by the statements. These risks and uncertainties include, but are
not limited to:
|
|
|
Concentration of credit risk as our retail channel customers continue to consolidate and
fund expansion of store growth. |
|
|
|
|
Difficulties with accurate forecasting and controlling inventory levels, particularly
for foreign sourced products with longer manufacturing lead times. |
|
|
|
|
Potential problems or delays associated with the manufacture, transportation and
delivery of foreign-sourced products. |
|
|
|
|
Weather and its impact on the demand for outdoor footwear. |
|
|
|
|
General domestic economic conditions, including interest rates and foreign currency exchange rates. |
|
|
|
|
Consumer confidence and related demand for footwear, including work and outdoor footwear. |
|
|
|
|
Reliance on foreign-sourced products and concentrations of currency, labor, and
political risks, primarily in China. |
|
|
|
|
Restrictions imposed under United States and/or foreign trading rules, regulations and
policies, including export/import regulations, duties, and regulations affecting
manufacturers and/or importers. |
|
|
|
|
Commodity price increases, including rubber and petroleum, which affect transportation
costs, footwear component costs, and ultimately product costs. |
You should consider these important factors in evaluating any statement contained in this report
and/or made by us or on our behalf. For more information concerning these factors and other risks
and uncertainties that could materially affect our consolidated financial results, please refer to
Part I, Item 1A Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, which information is incorporated herein by reference. The Company undertakes
no obligation to update or revise forward-looking statements to reflect the occurrence of future
events or circumstances.
- 13 -
Overview
Our mission is to maximize the work and outdoor experience for our consumers. To achieve this we
develop and manufacture premium-quality, performance footwear and apparel, supported by compelling
marketing and superior customer service.
Our products are primarily directed at both the retail consumer channel and the safety and
industrial channel of distribution. Economic indicators that are important to our business include
consumer confidence and unemployment rates. Increasing consumer confidence trends improve retail
channel product sales, and increasing employment trends improve safety and industrial channel
sales.
Weather, especially in the fall and winter, has been, and will continue to be a significant
contributing factor to our results. Sales are typically higher in the second half of the year due
to our cold and wet weather product offerings. We augment these offerings by infusing innovative
technology into product categories, principally work products, that will create additional demand
in all four quarters of the year.
Gross margins are an essential factor in funding marketing, sales and product development costs.
Gross margins improved by 210 basis points during the first quarter of 2006 compared to the same
quarter last year. Margin improvements were the result of an increase in sales of higher margin
products introduced in recent years coupled with a lower rate of sales discounts and allowances
when compared to the same quarter last year.
Inventories decreased by approximately $4.2 million or 17% from the end of 2005 as a result of
strong demand for products and the successful execution of the Companys inventory management plan.
Compared to the same quarter of 2005, inventories are up $1.4 million, or 7%. Accounts receivable
increased by $0.9 million, or 7% in the first quarter of 2006 when compared to the first quarter
last year. These increases were primarily due to a 13% growth in sales during the same time
period.
At the end of the first quarter of 2006, the Company had cash and cash equivalents of $11.2
million, up from $6.3 million at the end of the first quarter last year. Days sales outstanding,
or DSO, decreased slightly, from 59 days in the first quarter of 2005 to 58 days in the first
quarter of 2006. DSO is measured by dividing total ending receivables for the quarter by net sales
for the quarter and multiplying the quotient by 90.
- 14 -
Results of Operations
The following table sets forth selected financial information derived from our interim unaudited
condensed consolidated financial statements. The discussion that follows the table should be read
in conjunction with the interim unaudited condensed consolidated financial statements. In
addition, please see Managements Discussion and Analysis of Financial Condition and Results of
Operations, consolidated annual financial statements and related notes included in our Annual
Report on Form 10-K for the year ended December 31, 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
Quarter Ended |
|
|
|
|
($ in thousands) |
|
April 1, 2006 |
|
March 26, 2005 |
|
$ Change |
|
% Change |
Net Sales |
|
$ |
21,401 |
|
|
$ |
18,866 |
|
|
|
2,535 |
|
|
|
13.4 |
|
Gross Profit |
|
|
8,384 |
|
|
|
7,004 |
|
|
|
1,380 |
|
|
|
19.7 |
|
Gross Margin % |
|
|
39.2 |
% |
|
|
37.1 |
% |
|
|
|
|
|
|
|
|
SG&A |
|
|
7,821 |
|
|
|
6,453 |
|
|
|
1,368 |
|
|
|
21.2 |
|
% of Net Sales |
|
|
36.5 |
% |
|
|
34.2 |
% |
|
|
|
|
|
|
|
|
Non-Operating Income (Expense) |
|
|
50 |
|
|
|
(54 |
) |
|
|
104 |
|
|
|
(192.6 |
) |
Income Before Income Taxes |
|
|
613 |
|
|
|
497 |
|
|
|
116 |
|
|
|
23.3 |
|
Income Tax Expense |
|
|
221 |
|
|
|
179 |
|
|
|
42 |
|
|
|
23.5 |
|
Net Income |
|
|
392 |
|
|
|
318 |
|
|
|
74 |
|
|
|
23.3 |
|
Consolidated Net Sales: Consolidated net sales for the quarter ended April 1, 2006 increased
$2.5 million, or 13%, to $21.4 million from $18.9 million for the same period in 2005.
Approximately $1.7 million or 8% of the revenue in the first quarter of 2006 can be attributed to
five additional business days than in the first quarter of 2005. We report our quarterly interim
financial information based on 13-week periods. The nature of our 13-week calendar requires that
all periods end on a Saturday, and that the year end on December 31. As a result, every first
quarter and every fourth quarter have a unique number of business days. Due to this 13-week
calendar, every six years, five business days will be added back to quarter one, and removed from
quarter four. This is the case with the year ending December 31, 2006.
In the outdoor market, net sales increased to $7.8 million for the first quarter of 2006 from $6.9
million for the same period in 2005, an increase of 13%. The growth in the outdoor market was
related to the success of recent years innovative product introductions and continued penetration
into hunting and hiking boot markets.
In the work market, net sales increased to $13.6 million in the first quarter of 2006 from $12.0
million for the same period in 2005, an increase of 14%. Year-over-year growth in work sales
reflects the success of the Companys recent years innovative new products and continued
penetration into the general work and fire boot markets.
We are experiencing delays in shipments of rubber footwear from one of our Chinese contract
manufacturers as a result of labor negotiations. Production is continuing, but at a rate of
approximately 67% of normal. Revenues in the second quarter may be impacted by up to $0.8 million.
We expect the negotiations to be resolved in the next four to six weeks so that production in the
third quarter will return to normal. The affected products are purchased by our customers for late
fall and winter seasons and therefore we believe any revenue lost in the second quarter should
be recovered in the third quarter.
However, there can be no assurance that customers experiencing delays in delivery will not cancel
their orders rather than accepting delivery in the third quarter. If the negotiations are completed earlier than
currently anticipated, the revenue impact during the second quarter may be mitigated.
Gross Profit: Gross profit for the first quarter of 2006 increased to $8.4 million, or 39.2% of net
sales, from $7.0 million, or 37.1% of net sales, for the first quarter of 2005. The increase in
gross profit as a percent of sales was
primarily due to an increase in sales of higher margin products introduced in recent years (or 130
basis points) coupled with a lower rate of sales discounts and allowances (or 80 basis points )
when compared to the same quarter last year.
Selling and Administrative Expenses: Selling and administrative expenses increased $1.4 million,
or 21%, to $7.8 million for the first quarter of 2006 compared to $6.5 million for the same period
last year. The increase in expenses was due to the expansion of the Companys product development
and sales teams ($0.2 million), opening an office in China ($0.1 million) and increased incentive
compensation ($0.3 million). Due to an extra five business days in the first quarter of 2006
versus the same quarter last year, we incurred an additional 8% of expense volume, increasing
expenses by $0.5 million. Lastly, expenses increased by an additional $0.2 million due to
stock-based compensation resulting from implementation of SFAS 123R, Share-Based Payment.
Non-Operating Income (Expense): Non-operating income totaled $0.1 million for the first quarter of
2006, an increase of $0.1 million from the same quarter last year. The growth in income was due to
a combination of lower bank fees and increased interest income.
- 15 -
Net Income Before Taxes: Net income before taxes increased by $0.1 million, or 23%, to $0.6 million
from $0.5 million in the first quarter of 2005. The increase in net income before taxes was a
result of increased sales and improved margins primarily offset by an increase in operating
expenses.
Income Taxes: Income tax expense for the first quarter of 2006 and 2005 was $0.2 million. The
effective tax rate for the first quarter of 2006 was 36.0% as compared to 36.9% for the first
quarter of 2005.
Net Income: Net income for the first quarter of 2006 was $0.4 million or 1.8% of net sales
compared to $0.3 million or 1.7% of sales for the first quarter of 2005. The increase in net
income was largely due to increased net sales and improved gross margins.
LIQUIDITY AND CAPITAL RESOURCES
We have historically funded working capital requirements and capital expenditures with cash
generated from operations, borrowings under a revolving credit agreement, or other long-term
lending arrangements. We require working capital to support fluctuating accounts receivable and
inventory levels caused by our seasonal business cycle. Borrowing requirements are generally the
lowest in the first quarter and the highest during the third quarter.
The Company has a line of credit agreement with Wells Fargo Bank, N.A., which expires, if not
renewed, on June 30, 2007. Amounts borrowed under the agreement are primarily secured by all of
the assets of the Company. The maximum aggregate principal amount of borrowings available from
January 1 to May 31 is $17.5 million. The maximum aggregate principal amount of borrowings
available from June 1 to December 31 is $30 million. There are no borrowing base limitations under
the credit agreement. At the Companys option, the credit agreement provides for interest rate
options of prime rate or LIBOR plus 1.50%. At the end of the first quarters of 2006 and 2005, the
Company had no outstanding borrowing under its line of credit.
Net cash provided by operating activities was $5.3 million in the first quarter of 2006, compared
to net cash used of $0.5 million for the same period in 2005. Net cash provided by operating
activities during the first quarter 2006 consisted of net income of $0.4 million, adjusted for
non-cash items including depreciation and amortization totaling $0.4 million, stock-based
compensation of $0.2 million and changes in working capital components, primarily a decrease in
accounts receivable of $3.0 million and a decrease in inventory of $4.2 million. The decrease in
accounts receivable and inventory is normal for this time of the year. Net cash used during the
first quarter 2005 consisted of net income of $0.3 million, adjusted for non-cash items including
depreciation and amortization totaling $0.3 million, and changes in working capital components,
primarily a decrease in accounts receivable of $2.8 million offset by an increase in inventory of
$2.3 million. The increase in inventory was to support future shipments.
Net cash used in investing activities was $0.4 million in the first quarter of 2006 compared to
$0.5 million for the same period in 2005. The cash used in both years was for capital
expenditures. Capital expenditures related to the
new distribution facility and corporate office in Portland, OR and software is expected to be
approximately $3.4 million in 2006.
Net cash provided by financing activities was $0.1 million in the first quarters of 2006 and 2005.
During both quarters, the Company had proceeds of $0.1 million from the exercise of stock options.
- 16 -
A summary of our contractual cash obligations at April 1, 2006 is as follows:
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by period |
|
|
|
|
|
|
Remaining |
|
|
|
|
|
|
|
|
|
|
Contractual Obligations |
|
Total |
|
in 2006 |
|
2007 |
|
2008 |
|
2009 |
|
2010 |
|
Thereafter |
|
Operating leases (1) (2) |
|
$ |
11,500 |
|
|
$ |
1,200 |
|
|
$ |
1,300 |
|
|
$ |
1,200 |
|
|
$ |
1,000 |
|
|
$ |
1,000 |
|
|
$ |
5,800 |
|
Software (3) |
|
|
800 |
|
|
|
800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Contractual Obligations |
|
$ |
12,300 |
|
|
$ |
2,000 |
|
|
$ |
1,300 |
|
|
$ |
1,200 |
|
|
$ |
1,000 |
|
|
$ |
1,000 |
|
|
$ |
5,800 |
|
|
|
|
|
|
|
(1) |
|
Effective July 1, 2004, the Company entered into an agreement to sublease the
leased facility in Racine, WI. Under the sublease agreement, the Company is
scheduled to receive $0.1 million in 2006. |
|
(2) |
|
Approximately 11% of one of the Companys leased warehouses in La Crosse,
WI is currently sublet to a third party through April 2007. The balance of the
facility is used by the Company for warehouse space. Under the sublease agreement,
the Company is scheduled to receive $0.1 million in 2006 and $0.1 million in 2007. |
|
(3) |
|
In the first quarter of 2006, the Company entered into contractual
agreements for software totaling $0.8 million. |
From time to time we enter into purchase commitments with our suppliers under customary purchase
order terms. Any significant losses implicit in these contracts would be recognized in accordance
with generally accepted accounting principles. At April 1, 2006, no such losses existed.
We also have commercial commitments as described below:
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Commercial |
|
Maximum Amount |
|
|
|
|
Commitment |
|
Committed |
|
Outstanding at 4/1/06 |
|
Date of Expiration |
Line of credit (1) |
|
$ |
30,000 |
|
|
$ |
|
|
|
June 2007 |
|
|
|
(1) |
|
On October 1, 2005, we announced an amendment to our existing credit agreement
with Wells Fargo Bank, National Association. Under the amendment, the maximum
aggregate principal amount of borrowings allowed from January 1 to May 31 was
decreased from $30 million to $17.5 million. The maximum aggregate principal amount
of borrowings allowed from June 1 to December 31 remained $30 million. With the
amendment, this became a straight line of credit and borrowing base limitations were
removed. |
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Companys significant accounting policies and estimates are summarized in our annual
consolidated financial statements. Some of our accounting policies require management to exercise
significant judgment in selecting the appropriate assumptions for calculating financial estimates.
Such judgments are subject to an inherent degree of uncertainty. These judgments are based on our
historical experience, known trends in our industry, terms of existing contracts and other
information from outside sources, as appropriate. Management believes these estimates and
assumptions are reasonable based on the facts and circumstances as of April 1, 2006, however actual
results may differ from these estimates under different assumptions and circumstances.
We identified our critical accounting policies in Managements Discussion and Analysis of Financial
Condition and Results of Operations found in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2005. We believe there have been no changes in these critical accounting
policies. We have summarized our critical accounting policies either in the footnotes to these
condensed consolidated financial statements or below:
- 17 -
Revenue Recognition: We recognize revenue when products are shipped, the customer takes title and
assumes risk of loss, collection of related receivable is probable, persuasive evidence of an
arrangement exists, and the sales price is fixed or determinable. Allowances for estimated returns,
discounts, and bad debts are provided when the related revenue is recorded. Amounts billed for
shipping and handling costs are recorded as a component of net sales, while the related costs paid
to third-party shipping companies are recorded as a cost of sales.
Allowances for Doubtful Accounts, Discounts and Non-Defective Returns: We maintain an allowance for
doubtful accounts for the uncertainty of the ability of our customers to make required payment. If
the financial condition of the customer were to deteriorate, resulting in an impairment of the
receivable balance, we would record an additional allowance. We also record allowances for cash
discounts and non-defective returns. Periodically, management initiates additional sales programs
that result in further discounts. We analyze and assess the adequacy of each cash discount program
to determine appropriate allowance levels and adjust as necessary.
Allowance for Slow-Moving Inventory: On a periodic basis, we analyze the level of inventory on
hand, its cost in relation to market value and estimated customer requirements to determine whether
write-downs for slow-moving inventory are required. Actual customer requirements in any future
periods are inherently uncertain and thus may differ from estimates. If actual or expected
requirements were significantly greater or lower than the established reserves, a reduction or
increase to the allowance would be recorded in the period in which such a determination was made.
We have established reserves for slow-moving inventories and believe the reserve of $0.7 million at
April 1, 2006 is adequate.
Product Warranty: We provide a limited warranty for the replacement of defective products. Our
standard warranties require us to repair or replace defective products at no cost to the consumer.
We estimate the costs that may be incurred under our basic limited warranty and record a liability
in the amount of such costs at the time product revenue is recognized. Factors that affect our
warranty liability include the number of units sold, and historical and anticipated rates of
warranty claims. We periodically assess the adequacy of our recorded warranty liability and adjust
the amounts as necessary. We utilize historical trends and information received from customers to
assist in determining the appropriate warranty accrual levels. We believe our warranty liability
of $0.8 million at April 1, 2006 is adequate to cover the estimated costs we will incur in the
future for warranty claims on products sold before April 1, 2006.
Valuation of Long-Lived and Intangible Assets: As a matter of policy, we review our major assets
for impairment at least annually, and whenever events or changes in circumstances indicate that the
carrying value may not be
recoverable. Our major long-lived and intangible assets are goodwill, property, and equipment. We
depreciate our property and equipment over their estimated useful lives. In assessing the
recoverability of our goodwill of $10.8 million and the investments we have made in our other
long-term investments, primarily property and equipment of $3.0 million, we have made assumptions
regarding estimated future cash flows and other factors to determine the fair value of the
respective assets. If these estimates or their related assumptions change in the future, we may be
required to record impairment charges for these assets not previously recorded. Please refer to the
Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31,
2005 for a discussion of factors that may have an effect on our ability to attain future levels of
product sales and cash flows.
Stock-Based Compensation: We adopted the provisions of SFAS 123R, Share- Based Payment on January
1, 2006. SFAS 123R requires us to measure and recognize in our consolidated statements of
operations the expense associated with all share-based payment awards made to employees and
directors based on estimated fair values. We utilize the Black-Scholes option valuation model to
measure the amount of compensation expense to be recognized for each option award. There are
several assumptions that must be made when using the Black-Scholes model such as the expected term
of each option, the expected volatility of the stock price during the expected term of the option,
the expected dividends to be paid and the risk free interest rate expected during the option term.
We have reviewed each of these assumptions carefully and we determined our best estimate for these
variables. Of these assumptions, the expected term of the option and expected volatility of our
common stock are the most difficult to estimate since they are based on the exercise behavior of
employees and the expected performance of our stock. An increase in the volatility of our stock
will increase the amount of compensation expense on new awards. An increase in the holding period
of options will also cause an increase in compensation expense. Dividend yields and risk-free
interest rates are less difficult to estimate, but an increase in the dividend yield will cause a
decrease in expense and an increase in the risk-free interest rate will increase compensation
expense.
- 18 -
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Our primary market risk results from fluctuations in interest rates. At our option, the line of
credit interest rate is either the prime rate or the LIBOR rate plus 1.50%. We are exposed to
market risk related to interest rates. Based on average floating rate borrowing of $10.0 million,
a one percent change in the applicable rate would have caused our annual interest expense to change
by approximately $0.1 million. We believe that these amounts are not material to the earnings of
the Company.
We are also exposed to market risk related to the assumptions we make in estimating our pension
liability. The assumed discount rate used, in part, to calculate the pension plan obligation is
related to the prevailing long-term interest rates. At December 31, 2005, we used an estimated
discount rate of 6.25%. A one-percentage point reduction in the discount rate would result in an
increase in the actuarial present value of projected pension benefits of approximately $2.0
million, net of tax, at December 31, 2005 with a similar charge to equity. Furthermore, a plus or
minus one percent change (increase or decrease) in the actual rate of return on pension plan assets
would affect the additional minimum pension plan liability by approximately $0.1 million.
ITEM 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. In accordance with Rule 13a-15(b) of
the Securities Exchange Act of 1934 (the Exchange Act), as of the end of the period covered by
this Quarterly Report on Form 10-Q, the Companys management evaluated, with the participation of
the Companys President and Chief Executive Officer and Executive Vice President and Chief
Financial Officer, the effectiveness of the design and operation of the Companys disclosure
controls and procedures (as defined in Rule 13a- 15(e) and Rule 15d-15(e) under the Exchange Act).
Based upon their evaluation of these disclosure controls and procedures, the President and Chief
Executive Officer and the Executive Vice President and Chief Financial Officer have concluded that
the disclosure controls and procedures were effective as of the date of such evaluation in ensuring
that information required to be disclosed in the Companys Exchange Act reports is (1) recorded,
processed, summarized and reported in a timely manner, and (2) accumulated and communicated to
management, including the Companys President and Chief Executive Officer and Executive Vice
President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
(b) Changes in internal control over financial reporting. There was no change in the
Companys internal control over financial reporting that occurred during the period covered by this
Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially
affect, the Companys internal control over financial reporting.
PART
II OTHER INFORMATION
ITEM 1. Legal Proceedings
From time to time, we become involved in ordinary, routine or regulatory legal proceedings
incidental to the business. When a loss is deemed probable and reasonably estimable an amount is
recorded in our financial statements.
ITEM 1A. Risk Factors
There has not been a material change to the risk factors as set forth in our Annual Report of Form
10-K for the fiscal year ended December 31, 2005.
- 19 -
ITEM 6. Exhibits
Exhibits
|
|
|
|
|
(3.1)
|
|
Amendment to Amended and Restated By-Laws. [Incorporated by
Reference to Exhibit 3.1 of LaCrosse Footwear, Inc.s Current Report on Form
8-K filed with the SEC on February 6, 2006] |
|
|
|
|
|
(31.1)
|
|
Certification of President and Chief Executive Officer pursuant to
Rule13a-14(a) or 15d-14(a) under the Securities Exchange Act of
1934. |
|
|
|
|
|
(31.2)
|
|
Certification of Executive Vice President and Chief Financial
Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange
Act of 1934. |
|
|
|
|
|
(32.1)
|
|
Certification of the President and Chief Executive Officer pursuant to
18 U.S.C. Section 1350. |
|
|
|
|
|
(32.2)
|
|
Certification of the Executive Vice President and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350. |
- 20 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LACROSSE
FOOTWEAR, INC. |
|
|
|
|
|
|
(Registrant) |
|
|
|
|
|
|
|
|
|
|
|
Date: May 15, 2006
|
|
|
|
By:
|
|
/s/ Joseph P. Schneider |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph P. Schneider |
|
|
|
|
|
|
|
|
President and Chief Executive Officer |
|
|
|
|
|
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
|
Date: May 15, 2006
|
|
|
|
By:
|
|
/s/ David P. Carlson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David P. Carlson |
|
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
|
(Principal Financial and Accounting Officer) |
|
|
- 21 -
LaCrosse Footwear, Inc.
Exhibit Index to Quarterly Report on Form 10-Q
For the Quarter Ended April 1, 2006
|
|
|
Exhibit |
|
|
No. |
|
Exhibit Description |
|
(3.1)
|
|
Amendment to Amended and Restated By-Laws. [Incorporated by
Reference to Exhibit 3.1 of LaCrosse Footwear, Inc.s Current Report on Form
8-K filed with the SEC on February 6, 2006] |
|
|
|
(31.1)
|
|
Certification of President and Chief Executive Officer pursuant to
Rule13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934. |
|
|
|
(31.2)
|
|
Certification of Executive Vice President and Chief Financial Officer
pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of
1934. |
|
|
|
(32.1)
|
|
Certification of the President and Chief Executive Officer pursuant to
18 U.S.C. Section 1350. |
|
|
|
(32.2)
|
|
Certification of the Executive Vice President and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350. |
- 22 -