PENOBSCOT SHOE COMPANY 1996 ANNUAL REPORT 14 DIRECTORS IRVING KAGAN GERALD E. RUDMAN Chairman of the Board Senior Partner, Rudman & Winchell (Law firm) JAMES L. MOODY, JR. FRANCIS J. GUTHRIE Chairman of the Board Executive Vice President Hannaford Bros. Co. Marketing and Sales (Retail and wholesale Fortis Benefits Insurance Company distribution of groceries) JOHN I. RIDDLE PAUL HANSEN Retail Real Estate and President and Shopping Center Developer Chief Executive Officer OFFICERS PAUL HANSEN WILHELM PFANDER President and Vice President-Manufacturing Chief Executive Officer DAVID L. KEANE JOHN R. FRENCH Treasurer and Vice President Vice President Management Information Systems Finance and Administration WILLIAM HOSKINS GERALD E. RUDMAN Vice President-Sales Corporate Clerk 15 January 31, 1997 TO OUR SHAREHOLDERS... Net sales for the fiscal year ended November 29, 1996, were $15,429,000, up 22% from $12,681,000 last year. Net income for fiscal 1996 was $857,000, or $.59 per share, compared to $438,000, or $.30 per share, in fiscal 1995. For the fourth quarter of fiscal 1996, net sales were $4,315,000, up 33% from $3,234,000 a year ago. Net income for the current quarter was $406,000, or $.29 per share, up from net income of $318,000, or $.21 per share in the same quarter last year. TROTTERS sales growth in 1996 was the result of several factors. Improved product sell through, as indicated by a 26% increase in our in-stock business, sales programs and expanded penetration into key retail segments all contributed to this success. Future growth will be dependent on further expansion of TROTTERS distribution in the highly competitive women's footwear market and the strength of the retail footwear environment. Sincerely, Irving Kagan Paul Hansen Chairman of the Board President and Chief Executive Officer 16 STATEMENTS OF INCOME For the Years Ended November 29, 1996, November 24, 1995 and November 25, 1994 (In thousands, except for share data) 1996 1995 1994 Net Sales $ 15,429 $ 12,681 $ 14,506 Costs and operating expenses (Notes 1 and 3) Cost of sales 10,291 8,218 9,536 Selling and administrative expenses 4,234 4,140 4,094 14,525 12,358 13,630 Operating income 904 323 876 Other income (expense), net (Note 7) 539 412 (44) Income before taxes on income 1,443 735 832 Taxes on income (Notes 1 and 8) 586 297 322 Net income $ 857 $ 438 $ 510 Per common share: Net income (Note 1) $ .59 $ .30 $ .34 Dividends declared $ .20 $ .20 $ .20 Weighted average share outstanding 1,458,568 1,482,117 1,480,548 STATEMENTS OF SHAREHOLDERS' EQUITY For the Years Ended November 29, 1996, November 24, 1995 and November 25, 1994 (In thousands, except for share data) Additional Common Stock Paid-in Retained Unrealized Treasury Stock Shares Amount Capital Earnings Gains Shares Amount Balance, November 26, 1993 1,533,042 $ 1,533 $ 1,109 $ 7,332 - 57,125 $ 310 Net income for the year - - - 510 - - - Sale of treasury stock - - - (20) - (6,200) (40) Less dividends on common stock ($.20 per share) - - - (296) - - - Balance, November 25, 1994 1,533,042 1,533 1,109 7,526 - 50,925 270 Net income for year - - - 438 - - - Marketable Sec (note 1 ) - - - - 356 - - Less dividends on common stock ($.20 per share) - - - (297) - - - Balance, November 24, 1995 1,533,042 1,533 1,109 7,667 356 50,925 270 Net income for year - - - 857 - - - Purchase of treasury stock - - - (20) - 86,952 467 Marketable Sec (note 1 ) - - - - (1) - - Less dividends on common stock ($.20 per share) - - - (290) - - - Balance, November 29, 1996 1,533,042 $ 1,533 $ 1,109 $ 8,234 355 137,877 $ 737 See accompanying notes to financial statements PENOBSCOT SHOE COMPANY 17 BALANCE SHEETS November 29, 1996 and November 24, 1995 (In thousands) ASSETS 1996 1995 CURRENT ASSETS: Cash and cash equivalents (Note 1) 548 1,301 Marketable securities (Notes 1 and 2) 3,299 3,271 Receivables (Note 8): Trade, less allowances of $470 and $468 3,292 3,460 Refundable income taxes - - Other 27 32 Inventories (Notes 1 and 3) 4,036 3,054 Prepaid expenses and other (Notes 4 and 8) 433 341 TOTAL CURRENT ASSETS 11,635 11,459 PROPERTY AND EQUIPMENT (Note 1): Land 66 66 Land improvements 4 4 Buildings and improvements 1,417 1,413 Machinery and equipment 298 1,546 1,785 3,029 Less accumulated depreciation and amortization 1,584 2,660 NET PROPERTY ANDEQUIPMENT 201 369 TOTAL ASSETS $11,836 $11,828 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 502 $ 791 Accruals (Notes 1 and 6) Salaries, wages and commissions 159 44 Retirement plan 183 189 Income taxes 188 105 Other 141 84 Dividends payable 70 74 TOTAL CURRENT LIABILITIES 1,243 1,287 DEFERRED INCOME TAXES (Notes 1 and 8) 99 146 COMMITMENTS AND CONTINGENCIES (Notes 4, 5, 6 and 9) SHAREHOLDERS' EQUITY (Note 9): Common stock, $1 par - shares authorized 2,000,000; issued 1,533,042 1,533 1,533 Additional paid-in capital 1,109 1,109 Retained earnings 8,234 7,667 10,876 10,309 Unrealized gain on marketable securities (Note 1) 355 356 Less treasury stock, at cost, 	 137,877 and 50,925 shares 		 	 737 270 TOTAL SHAREHOLDERS' EQUITY 10,494 10,395 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $11,836 $11,828 See accompanying notes to financial statements PENOBSCOT SHOE COMPANY 18 STATEMENT OF CASH FLOWS For the Years Ended November 29, 1996, November 24, 1995 and November 25, 1994 (In thousands) 1996 1995 1994 Cash flows from operating activities: Net income $ 857 $ 438 $ 510 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 87 128 133 Provision for losses on accounts receivable 132 67 44 Gain on sale of marketable securities (226) (178) (65) (Gain) loss on sale property and equipment 20 - (2) Deferred income taxes (48) (11) 67 Changes in operating assets and liabilities: Receivables 41 183 227 Inventories (982) (585) (260) Prepaid expenses and other (90) (65) (70) Accounts payable (289) 261 (303) Accruals 249 29 (208) Dividends payable (4) - - Total adjustments (1,110) (171) (437) Net cash provided (used) by operating activities(253) 267 73 Cash flows from investing activities: Proceeds from sale of marketable securities 1,554 949 1,143 Purchase of marketable securities (1,358) (890) (1,124) Proceeds from sale of property and equipment 81 - 2 Purchase of property and equipment (20) (36) (24) Net cash provided (used) by investing activities 257 23 (3) Cash flows from financing activities: Dividends paid (290) (297) (296) Purchase (sale) of treasury stock (467) - 20 Net cash (used) by investing activities (757) (297) (276) Net increase (decrease) in cash and cash equivalents (753) (7) (206) Cash and cash equivalents at beginning of year 1,301 1,308 1,514 Cash and cash equivalents at end of year $548 $1,301 $1,308 Supplemental Disclosure of Cash Flow Information Payments for income taxes amounted to $553,000, $284,000 and $465,000 in 1996, 1995 and 1994, respectively. Cash paid for interest expense in 1996 and 1994 was $3,000. Unrealized gains on marketable securities were $594,000 and $596,000 in 1996 and 1995, respectively. See accompanying notes to financial statements PENOBSCOT SHOE COMPANY 19 NOTES TO FINANCIAL STATEMENTS (1) Summary of Business Operations and Significant Accounting Policies Business Operations: The Company is engaged in the design, importing and sale of women's casual, sport and leisure footwear, including fashion boots and sandals, for the retail market throughout North America. Fiscal Year: The Company's fiscal year ends on the last Friday in November. Fiscal 1996 included 53 weeks while the years 1995 and 1994 each included 52 weeks. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principals requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Marketable Securities: Effective November 26, 1994, the Company accounts for investments in debt and equity securities under the provisions of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS No. 115"). Previously, the Company accounted for these investments at the lower of aggregate cost or market. Upon the adoption of SFAS No. 115, the Company recorded an unrealized gain of $133,604, net of tax, as a separate component of stockholders' equity. During fiscal 1995 the unrealized gain increased by $222,755, and during 1996 the gain decreased by $1,517 to a year end balance of $354,842, net of tax. The Company classifies the debt and equity securities as available-for-sale securities, and therefore records them at fair market value. The cost of securities sold is based on the first-in, first-out method in the determination of realized gains and losses. Unrealized gains and losses are recorded as a separate component of stockholders' equity. Realized gains and losses are recognized in the results of operations. Inventories: Inventories are stated at cost, not in excess of market. Cost is determined on a last-in, first-out ("LIFO") basis. Property, Equipment and Depreciation: Property and equipment are stated at cost. Depreciation is computed using the straight line method over the following estimated useful lives: 		Years	 Land improvements 10		 Buildings and improvements 10-33 Machinery and equipment 	3-10 Retirement Plan: The Company has a defined benefit retirement plan covering substantially all employees. The Company's policy is to fund retirement cost as accrued. Plan assets consist principally of equity securities and corporate and US Government obligations. The plan was fully funded at November 29, 1996. Financial Instruments and Concentrations of Credit Risk: The fair values of debt securities and equity investments are based on quoted market prices at the reported date for those investments. The estimated fair value of the Company's other financial instruments, which include cash, trade receivables and accounts payable, approximate their carrying value. At November 29, 1996 and November 24, 1995, the Company's trade recievables were primarily due from the retail trade. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. Credit losses relating to customers have consistently been within management's expectations. Income Per Share: Net income per share amounts are based on the weighted average number of common shares outstanding. Cash Equivalents: The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. Income Taxes: Income taxes are based on income (loss) for financial reporting purposes and reflect a current tax liability (asset) for the estimated taxes payable (recoverable) in the current-year tax return and changes in deferred taxes. Deferred tax liabilities or assets are recognized for the estimated tax effects of temporary differences between financial reporting and taxable income (loss) and for tax credit and loss carryforwards based on enacted tax laws and rates. Effect of Accounting Pronouncement Not Adopted: The effect of adopting Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," has not been estimated. The Company is required to adopt the disclosure requirements of FAS No. 123 during the year ended November 28, 1997. (2) Marketable Securities At November 29, 1996 and November 24, 1995, marketable securities consist of the following (in thousands): 			 Fair Market Value	 Cost 	 1996	 1995 1996 1995 Preferred and	 common stock	 $ 1,406	 $ 1,018 $ 917 $ 638 U.S. Government and U.S. Government agency obligations	 1,524 1,889 1,428 1,694 Mutual funds	 	 73	 53 62 47 Corporate bonds	 	 296	 311 298 295 Total	 $ 3,299 $ 3,271 $ 2,705 $ 2,674 Gross unrealized gains and losses at November 29, 1996, were $597,000 and $3,000, respectively. Gross unrealized gains and losses at November 24, 1995, were $597,000 and $1,000, respectively. The contractual maturity of debt securities are summarized as follows at November 29, 1996: Cost Fair Market Value Within 1 year $ 99 $ 102 After 1 year through 5 years 613 622 After 5 years through 10 years 618 638 After 10 years 396 458 Total debt securities $ 1,726 $ 1,820 (3) Inventories Inventories are summarized as follows (in thousands): 1996 1995 FIFO Cost: Finished shoes $ 4,358 $ 3,355 Shoes in process - 22 Raw materials 20 232 4,378 3,609 Excess of FIFO cost over LIFO inventory value (342) (555) $ 4,036 $ 3,054 20 The Company uses the LIFO method because it more realistically reflects operating results by charging current costs against current revenues. Certain companies in the same industry use the first-in, first-out ("FIFO") method. Had the Company's inventory been stated using the FIFO method, the inventory would be greater by approximately $342,000 and $555,000 at November 29, 1996 and November 24, 1995, respectively. Reported net income would have been lower by approximately $127,000 ($.09 per share), $84,000 ($.06 per share) and $125,000 ($.08 per share) in 1996, 1995 and 1994, respectively. During 1996, 1995 and 1994, cost of sales included charges for goods carried at prior years' LIFO values which were less than the cost of current purchases. This result was to increase net income by approximately $205,000 ($.14 per share), $182,000 ($.12 per share) and $82,000 ($.06 per share) in 1996, 1995 and 1994, respectively. (4) Retirement Plan The Company has a retirement plan covering substantially all of its employees. The following table sets forth the plan's funded status at November 29, 1996 and November 24, 1995 (in thousands): Actuarial present value of 1996 1995 benefit obligation: Accumulated benefit obligation, including vested benefits of $2,778 and $2,742 $ (3,205) $ (2,824) Projected benefit obligation $ (3,319) $ (3,017) Unrecognized net gain from past experience difference from that assumed (1,351) (1,184) Plan assets at fair market value 5,085 4,604 Prior service cost not yet recognized in net periodic pension cost 9 10 ) Unrecognized transition assets being amortized over 15 years (198) (231) Prepaid pension cost $ 226 $ 182 Net periodic pension expense (credit) in 1996, 1995 and 1994 included the following (in thousands): 1996 1995 1994 Service cost $ 43 $ 33 $ 37 Interest cost 239 218 216 Return on plan assets (294) (278) (297) Net amortization and deferral (32) (35) (30) Net periodic pension expense (credit) $ (44) $ (62) $ (74) The discount rate and rate of increase in future compensation levels used in determining the actuarial present value of the projected benefit obligation were 7.5% and 6%, respectively. The expected long-range rate of return on assets was 7.5%. 5) Short-term Borrowings At November 29, 1996, the Company had a line of credit of $3,750,000 for letters of credit and short-term borrowings. Borrowings under this arrangement are unsecured and bear interest at the bank's "base rate." There were no short-term borrowings during fiscal 1995. During fiscal 1996 and 1994, the maximum amount of short-term borrowings under these arrangements was $315,000 and $400,000 respectively, with an interest rate paid of 8.25% and 7.75%. At November 29, 1996, commitments against letters of credit were approximately $987,000. (6) Commitments and Contingencies Supplemental retirement benefit: The Company provides retirement benefits to its former chief executive officer in accordance with a supplemental retirement plan approved by the Board of Directors. The present value of the estimated future payments under this benefit program of $183,000 in 1996 and $189,000 in 1995 are reflected in the accompanying financial statements as accrued retirement plan. Retirement payments under this program amounted to $20,000 in both 1996 and 1995. Employment death benefit: The Board of Directors has voted to make payments to spouses and minor children of certain officers in the aggregate amount of approximately $357,000 in the event of officers' deaths while employed. Litigation: In September 1987, the Company and numerous other parties entered into two Administrative Orders by Consent issued by the U.S. Environmental Protection Agency and the Maine Department of Environmental Protection regarding the removal of hazardous wastes from two locations in Maine. The Company initially established a loss contingency of $75,000 to cover anticipated liabilities in these two proceedings. Costs totaling $14,000 have been incurred to date. (7) Other Income (Expense), Net Other income (expense), net, consists of the following (in thousands): 1995 1995 1994 Interest income $ 200 $ 218 $ 173 Dividend income 23 25 25 Gain on sale of securities 226 178 65 Interest expense (3) - (3) Litigation settlement 100 - (300) Other, net (7) (9) (4) $ 539 $ 412 $ (44) 21 (8) Taxes on Income (Credit) The provision (credit) for income taxes is comprised of the following (in thousands): Fiscal Year Current Deferred Total 1996: Federal $ 472 $ (37) $ 435 State 162 (11) 151 $ 634 $ (48) $ 586 1995: Federal $ 296 $ (8) $ 288 State 12 (3) 9 308 (11) 297 1994: Federal $ 204 $ 51 $ 255 State 51 16 67 $ 255 $ 67 $ 322 Deferred tax assets (liabilities) are comprised of the following (in thousands) 1996 1995 Deferred tax asset: Accounts receivable reserves $ 189 $ 188 Inventory valuation 33 31 Deferral related to marketable securities (239) (240) Basis difference of accrued liabilities 132 134 $ 115 $ 113 Deferred tax liability: Depreciation ( 99) (146) A reconciliation on income at the United States statutory rate to the effective rate follows: 1995 1995 1994 Taxes on income computed at the United States statutory rate 34.0% 34.0% 34.0% State and local taxes, net of federal benefit 6.1 5.5 5.1 Dividends received deduction (.4) (.8) (.7) Other - net .9 1.7 .3 Effective tax rate 40.6% 40.4% 38.7% (9) Stock Options Plan The Company has a nonqualified stock option plan (the "Plan") designed to reward key employees of the Company. Options are available for the purchase of shares of the Company's common stock at an exercise price as determined by the Board of Directors, but at a price not less than the fair market value of the common stock at the time the option in granted. Stock option activity is shown below. 1995 1995 1994 Outstanding at beginning of year 29,800 29,800 31,000 Granted (price of $5.00 per share) - - 5,000 Exercised (price of $3.125 per share) - - (6,200) Outstanding at end of year (prices range from $3.125 to $5.00 per share) 29,800 29,800 29,800 Available for grant at end of year 33,000 33,000 33,000 (10) Summarized Quarterly Results of Operations (unaudited) (In thousands except per share data) 1996 1995 First quarter Revenue $4,225 $3,120 Gross profit 1,385 1,054 Net income 224 14 Net income per common share .15 .01 Second quarter Revenue $3,024 $2,455 Gross profit 951 827 Net income (loss) 31 (27) Net income (loss) per common share .02 (.02) Third quarter Revenue $3,865 $3,872 Gross profit 1,168 1,285 Net income 196 133 Net income per common share .13 .09 Fourth quarter Revenue $4,315 $3,234 Gross profit 1,635 1,297 Net income 406 318 Net income per common share .29 .21 22 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Penobscot Shoe Company Old Town, Maine We have audited the accompanying balance sheets of Penobscot Shoe Company as of November 29, 1996 and November 24, 1995, and the related statements of income, shareholders' equity, and cash flows for each of the three years in the period ended November 29, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with 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 financial position of Penobscot Shoe Company at November 29, 1996 and November 24, 1995, and the results of its operations and its cash flows for each of the three years in the period ended November 29, 1996, in conformity with generally accepted accounting principles. 	As discussed in Note 1 to the financial statements, the Company changed its method of accounting for investments in debt and equity securities in fiscal 1995. Boston, Massachusetts January 10, 1997 BDO Seidman, LLP SELECTED FINANCIAL DATA (In thousands, except per share amounts) 1996 1995 1994 1993 1992 Selected Financial Data Net Sales $ 15,429 $ 12,681 $ 14,506 $ 14,861 $14,170 Income Before Taxes $ 1,443 $ 735 $ 832 $ 1,087 $ 1,341 Net Income $ 857 $ 438 $ 510 $ 663 $ 879 Net Income per Share $ .59 $ .30 $ .34 $ .45 $ .60 Cash Dividends Declared per Common Share $ .20 $ .20 $ .20 $ .20 $ .20 At year-end: Total Assets $ 11,836 $ 11,828 $ 11,026 $ 11,290 $ 10,388 Working Capital $ 10,392 $ 10,172 $ 9,568 $ 9,212 $ 8,832 Shareholders' Equity $ 10,494 $ 10,395 $ 9,898 $ 9,664 $ 9,278 Book Value per Common Share Outstanding at Year End $ 7.52 $ 7.01 $ 6.68 $ 6.55 $ 6.31 23 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources: Penobscot Shoe Company's net working capital increased by $220,000 during 1996, compared to an increase of $604,000 and $356,000 in 1995 and 1994, respectively. Working capital at the end of 1996 was $10,392,000, compared to $10,172,000 at the end of 1995 and $9,568,000 at the end of 1994. The current ratio for each of the last three years was 8.1 to 1, 8.9 to 1 and 10.6 to 1, respectively. The Statement of Cash Flows for the year ended November 29, 1996, shows a decrease in cash and cash equivalents of $753,000. The Company's operations used $253,000 during 1996, primarily due to increased inventory. The payment of the Company's quarterly dividend amounted to $290,000 during 1996. During 1996, the Company used $467,000 to purchase treasury stock. During 1996, the total value of the Company's inventory which included both domestically assembled and imported footwear increased by $982,000. In 1995, the inventory had increased by $585,000 from 1994. The increase in inventory in fiscal 1996 was due to larger purchases of imported footwear in advance of 1997 shipment. In both 1996 and 1995, the portion of inventory comprised of domestically assembled footwear decreased, reducing the amount of inventory carried at prior years' LIFO values. As a result, in each of the last two years cost of sales was charged for goods carried at prior years' LIFO values which were significantly less than the cost of current purchases. The effect of these LIFO liquidations was to increase earnings by $205,000, or $.14 per share, and $182,000, or $.12 per share, in 1996 and 1995, respectively. The increase in marketable securities was primarily due to the adoption of Statement of Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities" on November 26, 1994. As a result of the adoption of this accounting standard, marketable securities includes $594,000 of unrealized gain and a deferred tax liability of $239,000 is recorded on the balance sheet as an offset to prepaid expenses and other. The increases in accruals and prepaid expenses, and the decrease in accounts receivable and accounts payable were a result of timing. Management believes that Penobscot Shoe Company remains financially well structured to consider a variety of financing options should the need arise and will make choices depending on economic conditions at the time. Options available include conversion of marketable securities held by the Company into cash and cash equivalents. The Company also has an established line of credit of $3,750,000 with a major bank available at the bank's base rate should the need arise. The Company had no material commitments for capital expenditures as of November 29, 1996. Results of Operations: Net sales for 1996 increased 22% from the preceding year which had decreased by 13% from 1994. Total pairs of footwear shipped increased by approximately 15% from 1995, and the average selling price per pair increased by approximately 6%. Most of the increase in the average selling price per pair was a result of the product mix rather than price increases. The Company's business is characterized by two major selling seasons, one for the Fall retail season and the other for the Spring retail season. Sales for the Fall season generally account for slightly more than half of a year's sales, while the Spring sales account for the balance. Cost of sales was 67% of net sales in 1996 and 65% in 1995 and 66% in 1994. The gross profit percentage was 33%, 35% and 34% in 1996, 1995 and 1994 respectively. Costs related to the closure of the Company's domestic assembly factory in 1996 reduced margins by approximately 1%. The closing of the factory in Old Town, Maine, was in response to a decline in the portion of the product line which had been assembled at that facility. The resulting inefficiencies reached a point at which it was no longer economically viable to operate the factory. Selling and administrative costs increased by approximately $94,000, or 2%, from 1995. In 1995, these expenses had increased by approximately 1% from 1994. The increase in the current year was mainly due to costs variable on sales. In the fiscal year 1996, other income amounted to $539,000, pre-tax, including $226,000 in gains from the sales of securities and interest income of $200,000. Also in 1996, other income was increased by a gain of $100,000 related to the settlement of litigation. In 1995 gains from the sales of securities amounted to $178,000, pre-tax, and interest income amounted to $218,000. During fiscal 1996, the Company's effective income tax rate was 41%. During 1995 the rate was 40% and 1994 the effective rate was 39%. In all three years the effective income tax rate consisted of State and Federal income taxes. TROTTERS sales growth in 1996 was the result of several factors. Improved product sell through, as indicated by a 26% increase in our in-stock business, sales programs and expanded penetration into key retail segments all contributed to this success. Future growth will be dependent on further expansion of TROTTERS distribution in the highly competitive women's footwear market and the strength of the retail footwear environment. 24 MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS Principal Market, Transfer Agent and Registrar The principal market on which the Company's Common Stock is traded is the American Stock Exchange. The Transfer Agent and Registrar for the Company's Common Stock is Chemical Mellon Shareholder Services, 111 Founders Plaza, E. Hartford, CT 06108. As of November 29, 1996, there were 239 holders of record of the Company's Common Stock. Stock Price and Dividend Information The table presents the high and low sales prices as reported by the American Stock Exchange, and dividend information for the Company's Common Stock for each quarterly period during the past two years. First Second Third Fourth Quarter Quarter Quarter Quarter 1996 High 4 7/8 6 1/4 5 7/8 6 3/8 Low 4 1/4 4 7/8 4 3/4 5 3/8 Dividends $.05 $.05 $.05 $.05 1995 High 4 7/8 5 4 3/4 4 3/4 Low 4 4 3/8 4 3/8 4 3/16 Dividends $.05 $.05 $.05 $.05 PENOBSCOT SHOE COMPANY PO BOX 545, OLD TOWN, MAINE 04468 TROTTERS 25