UNITED STATES
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: 0-238001
LACROSSE FOOTWEAR, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1446816
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1319 St. Andrew Street
La Crosse, Wisconsin 54603
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (608) 782-3020
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Common Stock, $.01 par value
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. |_|
Aggregate market value of the voting and non-voting common equity held by
nonaffiliates of the registrant at February 26, 1999: $21,079,885.
Number of shares of the registrant's common stock outstanding at February 26,
1999: 6,634,827 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended December 31,
1998 (incorporated by reference into Parts I, II and IV)
Portions of the Proxy Statement for 1999 Annual Meeting of Shareholders (to be
filed with the Commission under Regulation 14A within 120 days after the end of
the registrant's fiscal year and, upon such filing, to be incorporated by
reference into Part III)
PART I
Item 1. Business
General
LaCrosse Footwear, Inc. ("LaCrosse" or the "Company") is a leader in the
design, development, marketing and manufacturing of premium quality protective
footwear and clothing for the sporting and outdoor, farm and general utility,
occupational and children's markets. The Company markets its products primarily
under the LACROSSE(R), RED BALL(R), LAKE OF THE WOODS(R), RAINFAIR(R) and
DANNER(R) brands through an employee sales force and also through selected
distributors and independent representatives. It also manufactures private label
footwear, footwear components and protective clothing. LaCrosse's products are
characterized by innovative design, performance features and durability, and are
relatively unaffected by changing fashion trends.
Historically, LaCrosse has produced footwear primarily of rubber or
vinyl, some of which includes leather or fabric uppers. In March 1994, the
Company acquired the business of Danner Shoe Manufacturing Co. ("Danner"), a
producer of premium quality leather footwear for the sporting and occupational
markets, which is sold primarily under the DANNER(R) brand. To broaden the base
of business in the protective clothing area, in May 1996, a 50%-owned subsidiary
of the Company purchased the assets of Rainfair, Inc. ("Rainfair") of Racine,
Wisconsin. Rainfair designs and markets rainwear and other protective clothing
generally for the occupational markets, which are sold primarily under the
RAINFAIR(R) brand. Operations of Rainfair have been included in the Company's
financial statements since the date of acquisition. In January 1998, the Company
acquired the remaining 50% of Rainfair that it did not own, thereby making it a
100%-owned subsidiary. Also in May 1996, the Company acquired certain operating
assets and trademarks of Red Ball, Inc. ("Red Ball"). Red Ball historically sold
products which competed in many of the same product categories as the
LACROSSE(R) brand. In July 1997, the Company acquired all of the outstanding
shares of Pro-Trak Corporation, the company that operated under the Lake of the
Woods tradename. Lake of the Woods is a designer, manufacturer and marketer of
branded leather footwear for both the outdoor and occupational markets.
The Company was incorporated in Wisconsin in 1983 but traces its history
to 1897 when La Crosse Rubber Mills Company was founded. Current management
purchased LaCrosse's predecessor from the heirs of the founding family and other
shareholders in 1982.
Strategy
The Company's business strategy is to continue to (i) build, position and
capitalize on the strength of established brands, (ii) extend its offerings of
footwear, rainwear and other complementary products under the established brands
and (iii) expand and enhance its strong distribution network of sales
representatives, customer service and retail and industrial customers.
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Brand Positioning
Within the retail channels of distribution, the Company markets footwear
and rainwear under the well-established DANNER(R), LACROSSE(R), RED BALL(R) and
LAKE OF THE WOODS(R) brands. Each brand is positioned differently in the
marketplace in order to capitalize on differences in end user expectations for
performance. The DANNER(R) brand represents the highest level of performance,
with a select line of high quality, feature driven leather footwear products at
premium prices. The LACROSSE(R) brand has a more extensive product line
including rubber, vinyl and leather footwear and rainwear, distributed to a
broad base of independent retailers. The RED BALL(R) and LAKE OF THE WOODS(R)
brands offer a more narrow line of lower price and performance footwear directed
to a broad consumer market.
The Company sells products through the industrial distributor channel
principally under the LACROSSE(R) and RAINFAIR(R) brands. The brands are
positioned as complementary, with the LACROSSE(R) brand including a full
performance range of rubber and vinyl footwear, while the RAINFAIR(R) brand
includes an extensive line of rainwear and protective clothing.
Products
The Company's brand product offering includes these major categories:
Rubber/Vinyl Footwear
The Company's rubber/vinyl footwear line is the most extensive of the
product categories with product offerings covering the sporting, recreational
and occupational markets. The Company markets rubber/vinyl footwear mainly under
the LACROSSE(R) and RED BALL(R) brands. The product line ranges from low cost
vinyl-molded products to high performance, hand-crafted rubber products directed
to specific occupational market niches.
In addition, the Company is a leader in rubber/vinyl bottom,
leather/fabric upper footwear for extreme cold and other high performance
applications. A rubber bottom boot with a leather or fabric upper combines the
waterproofness and flexibility of rubber footwear with the fit and support of a
laced leather boot.
Leather Footwear
The Company markets leather footwear under three brand names, DANNER(R),
LACROSSE(R) and LAKE OF THE WOODS(R). The DANNER(R) products consist of premium
quality sporting, occupational and recreational boots available in numerous
styles and usually featuring the stitch-down manufacturing process which
provides outstanding built-in comfort for the owner. Danner was the first
footwear manufacturer to include a waterproof, breathable GORE-TEX(R) bootie in
leather boots, and it continues to include that bootie in over 90% of its
products. The LACROSSE(R) brand markets a focused line of indoor and outdoor
work boots appealing to consumers who desire durability and comfort. The LAKE OF
THE WOODS(R) brand markets a broad line of utility, steel toe and sporting boots
and recreational hikers.
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Rainwear and Protective Clothing
Rainwear and footwear are complementary products in many occupational and
outdoor environments. Rainfair offers a broad line of quality rainwear and
protective clothing appealing to those workers in utility, construction,
chemical processing, law enforcement and other groups traditionally purchasing
through industrial distributors. While most of the garments are developed for
general workwear, a number are constructed for specific applications such as
acid environments and flame environments. The RAINFAIR(R) brand is recognized in
the industry for its durability, quality and heritage. In recent years, the
brand name has been extended to include other protective garments such as aprons
and extreme cold weather clothing. Recently, a limited line of occupational and
sporting rainwear was introduced under the LACROSSE(R) brand.
LaCrosse also sells footwear accessories such as liners, wader suspenders
and socks. During 1998, the Company offered approximately 500 styles of footwear
and rainwear.
Product Design and Development
The Company's product design and development ideas originate within the
Company and through communication with its customers and suppliers based upon
perceived customer or consumer needs or new technological developments in
footwear, rainwear and materials. Consumers, sales personnel and suppliers
provide information to the Company's marketing division, which interacts with
product development during the development and testing of new product. New
product needs generally can be related to functional or technical
characteristics which are addressed by the Company's pattern, design and
chemistry lab staffs. The final aesthetics of the product are determined by
marketing personnel, at times in conjunction with outside design consultants.
Once a product design is approved for production, responsibility shifts to
manufacturing for pattern development and commercialization.
Customers, Sales and Distribution
The Company markets its brands and associated products through two
separate channels of distribution: retail and industrial.
Within the retail market, the LACROSSE(R), RED BALL(R) and LAKE OF THE
WOODS(R) brands are marketed through a sales force comprised of 17
Company-employed sales people and six independent sales representative groups.
The DANNER(R) brand is marketed through independent sales representative groups,
some of which are dedicated independent agents and some of which are multi-line
representative groups. A national account sales team complements the sales
activities for the brands.
The Company's industrial products are distributed through the LaCrosse
Rainfair Safety Products Division using a combination of Company employed field
sales persons, independent representatives and a national account team.
-4-
The Company's products are sold directly to more than 5,500 accounts,
including sporting goods/outdoor retailers, general merchandise and independent
shoe stores, wholesalers, industrial distributors, catalog operations and the
United States government. The Company's customer base is also diversified as to
size and location of customer and markets served. As a result, the Company is
not dependent upon a few customers, and adverse economic conditions or mild or
dry weather conditions in a specific region are less likely to have a material
effect on the Company's results of operations.
The Company operates three factory outlet stores whose primary purpose is
disposal of slow moving, factory seconds and obsolete merchandise. Two of these
stores are located at the manufacturing facilities in La Crosse, Wisconsin and
Portland, Oregon. The Company also derives royalty income from Danner Japan
Ltd., a Japanese joint venture in which the Company has a 10% ownership
interest, on Danner Japan Ltd.'s distribution of products in Japan under the
DANNER(R) brand that are manufactured by others overseas.
Advertising and Promotion
Because a majority of the Company's marketing expenditures are for
promotional materials, cooperative advertising and point-of-sale advertising
designed to assist dealers and distributors in the sale of the Company's
products, the Company is able to customize advertising and marketing for each of
its brands in each of its distribution channels. The Company's marketing
strategy allows it to emphasize those features of its products that have special
appeal to the applicable targeted consumer.
The Company advertises and promotes its products through a variety of
methods including national and regional print advertising, public relations,
point-of-sale displays, catalogs and packaging.
Manufacturing
The Company produces the majority of its rubber, leather and vinyl
products in its United States manufacturing facilities in La Crosse, Wisconsin,
Portland, Oregon and Claremont, New Hampshire. The Company's Hillsboro,
Wisconsin facility manufactures a line of waders with nylon uppers and rubber or
vinyl boot bottoms, using a heat-sealing process. Leather tops and liners for
the LACROSSE(R) brand rubber bottom/leather top pac boots and some leather boots
are produced at the Company's Clintonville, Wisconsin facility.
The Company manufactures a majority of its LACROSSE(R) and DANNER(R)
brand footwear in the United States because the Company believes it is able to
maintain better control over quality, inventory production scheduling and
inventory levels. "Made in the USA" is prominently displayed in the Company's
advertising, promotion and marketing materials for the LACROSSE(R) and DANNER(R)
brands.
The RAINFAIR(R), RED BALL(R) and LAKE OF THE WOODS(R) brands, which the
Company started distributing during 1996 and 1997, source a substantial portion
of their product offshore, primarily in the Pacific Rim. The Company also
sources a portion of the
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LACROSSE(R) brand leather products and rubber bottom/leather upper pac boots
from the Pacific Rim. The Company intends to continue to outsource these
products. The Company believes that there are adequate sources of supply for
these imported products.
Suppliers
The Company's three principal raw materials used in the production of the
Company's products, based upon dollar value, are leather, crude rubber and
oil-based vinyl compounds for vinyl footwear and rainwear products. While the
Company saw price increases during 1995 for all three of these raw materials,
prices have since stabilized at lower levels and the Company has no reason to
believe that all three of these raw materials will not continue to be available
at competitive prices. The Company also uses technical components in the
Company's products including THINSULATE(R), GORE-TEX(R), CORDURA(R), DRI-LEX(R),
POLARTEC(R) and VIBRAM(R). No interruption in the supply of any of these
components is anticipated.
The Company purchases GORE-TEX(R) waterproof fabric directly from W.L.
Gore & Associates ("Gore"), for both LaCrosse and Danner footwear. Gore has
traditionally been Danner's single largest supplier, in terms of dollars spent
on raw materials. Approximately 90% of Danner's footwear, in terms of number of
pairs produced, incorporates GORE-TEX(R) waterproof fabric. Agreements with Gore
may be terminated by either party upon 90 days' written notice. The Company
considers its relationships with Gore to be good. Effective January 1, 1997, the
majority of Danner's GORE-TEX(R) footwear is guaranteed to be waterproof for one
year from the date of purchase compared to two years previously.
Quality Assurance
The Company's quality control programs are important to its reputation
for manufacturing superior footwear. The Company is currently in the process of
becoming ISO 9001 certified, with certification planned for the fourth quarter
of 1999.
The Company's La Crosse, Wisconsin plant has a chemistry lab which is
responsible for incoming raw material and in-process quality testing. All crude
rubber is tested to assure that each batch meets the high values specified by
the Company for range of plasticity and rate of cure, both of which have a
direct relationship to the ultimate quality of the product. Fabrics are sample
tested to meet LaCrosse's requirements for strength and weight. Incoming leather
skins are inspected for color, brand and weight.
The Company's Danner operation tests 100% of all GORE-TEX(R) bootie
liners for leaks prior to sewing them into boots. At least 10% of all completed
waterproof boots are filled with water for testing. Leather is tested for
lasting ability, tear strength, finish and thickness.
-6-
Backlog
At December 31, 1998, the Company had unfilled orders from its customers
in the amount of approximately $13.7 million compared to $14.2 million at
December 31, 1997. The decrease in backlog is primarily the result of a consumer
rainwear order from a large mass merchant which was included in the December 31,
1997 backlog. All orders at December 31, 1998 are expected to be filled during
1999. Because a major portion of the Company's orders are placed in January
through July for delivery in June through October, the Company's backlog is
lowest during the fourth quarter and peaks during the second quarter. Factors
other than seasonality, such as pending large national account orders or United
States government orders, could have a significant impact on the Company's
backlog. Therefore, backlog at any one point in time may not be indicative of
future results. Generally, orders may be cancelled by customers prior to
shipment without penalty.
Competition
The various categories of the protective footwear, rainwear and
protective clothing markets in which the Company operates are highly
competitive. The Company competes with numerous other manufacturers, many of
whom have substantially greater financial, distribution and marketing resources
than the Company. Because the Company has a broad product line, its competition
varies by product category. The Company has two to three major domestic
competitors in most of its rubber and vinyl product lines, at least four major
competitors in connection with the Company's sporting footwear, at least six
major competitors in connection with hiking boots and at least four major
competitors in connection with its occupational footwear, rainwear and
protective clothing. The Company also faces competition from offshore
manufacturers, particularly in the occupational and children's markets.
LaCrosse believes it maintains a competitive position compared to its
competitors through its attention to quality and the delivery of value, its
position as an innovator in common product segments, its above-average record of
delivering products on a timely basis, its strong customer relationships and, in
some cases, the breadth of its product line. Some of the Company's competitors
compete mainly on the basis of price.
Offshore manufacturers offer significantly lower labor costs to produce
rubber and vinyl products. However, shipping costs and times, requirements for
short runs on some items, and unpredictable weather patterns that would force
offshore manufacturers or their distributors to store large inventories in the
United States to be able to meet sudden increases in demand are some
disadvantages the offshore manufacturers face. Further, because the
manufacturing process for vinyl footwear products is much less labor intensive
than for rubber footwear, lower offshore labor rates are less of a competitive
advantage in the production of vinyl footwear. Moreover, the Company's vinyl
footwear products enable the Company to compete more effectively against
offshore manufacturers of rubber footwear.
Leather boot manufacturers and suppliers, some of which have strong brand
name recognition in the markets they serve, are the major competitors of the
Company's Danner and LaCrosse leather product line. These competitors
manufacture domestically and/or import
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products from offshore. Danner products effectively compete with domestically
produced products, but are generally at a price disadvantage against lower cost
imported products, because offshore manufacturers generally pay significantly
lower labor costs. Danner focuses on the premium quality, premium price segment
of the market in which product function, design, comfort and quality, continued
technological improvements, brand awareness, timeliness of product delivery and
product pricing are all important. The Company believes, by attention to these
factors, the Danner protective footwear line has maintained a strong competitive
position in its current market niches. In leather boots, the LACROSSE(R) and
LAKE OF THE WOODS(R) brands, because of their market position, source product
both domestically and from offshore. Therefore, they compete with other
distributors with products sourced from offshore locations.
Employees
As of December 31, 1998, the Company had approximately 1,250 employees,
all located in the United States. Approximately 450 of the Company's employees
at the La Crosse, Wisconsin facility are represented by the United Steel Workers
of America under a three-year collective bargaining agreement which expires in
September 2001, approximately 180 of the Company's employees at the Portland,
Oregon facility are represented by the United Food & Commercial Workers Union
under a collective bargaining agreement which expires in January 2002 and
approximately 55 of the Company's employees at the Racine, Wisconsin facility
are represented by the International Ladies Garment Workers Union under a
collective bargaining agreement which expires in July 2000. The Company has
approximately 260 employees at manufacturing facilities located outside of La
Crosse, Wisconsin, Portland, Oregon and Racine, Wisconsin. None of these
employees are represented by a union. The Company considers its employee
relations to be good.
Trademarks and Trade Names; Patents
The Company owns United States federal registrations for several of its
marks, including LACROSSE(R), DANNER(R), RED BALL(R), LAKE OF THE WOODS(R),
RAINFAIR(R), LACROSSE and stylized Indianhead design that serve as the Company's
logo, RAINFAIR and stylized horse design that serve as Rainfair's logo,
ALLTEMP(R), DURALITE(R), FIRETECH(R), FLY-LITE(R), ICE KING(R), ICECUBE(R),
ICEMAN(R), TERRAIN KING(R), AIRTHOTIC(R), CROSS-HIKER(R), THERMONATOR(R) and RED
BALL JETS(R). The Company also has registrations for the "L" shape design
associated with the lacing system on the Alltemp Boot Systems, and the stylized
Indianhead design associated with the Company's logo. In addition, the Company
owns registrations in Canada for its marks ALLTEMP(R), ICEMAN(R), AIRBOB(R) and
stylized Indianhead design and in Mexico for its mark LACROSSE and stylized
Indianhead design. The Company generally attempts to register a trademark
relating to a product's name only where the Company intends to heavily promote
the product or where the Company expects to sell the product in large volumes.
The Company defends its trademarks and trade names against infringement to the
fullest extent practicable under the law. Other than registrations relating to
the LACROSSE(R), DANNER(R), RED BALL(R), LAKE OF THE
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WOODS(R) and RAINFAIR(R) names, the Company does not believe any trademark is
material to its business.
Prior to 1999, the Company paid a royalty on sales of products carrying
the DANNER(R) name equal to 0.5% of the price of products sold that applies to
net sales in excess of $4.0 million annually. The royalty agreement expired on
December 31, 1998.
The Company is not aware of any material conflicts concerning its marks
or its use of marks owned by other companies.
The Company owns several patents that improve its competitive position in
the marketplace, including patents for a cold cement process for affixing
varying outsole compositions to a rubber upper; a method of manufacture for
attaching a nylon upper to a rubber bottom; a rubber footwear product in which a
heel counter is trapped or embedded within the rubber boot to improve the
support provided to the wearer's foot; the DANNER BOB(R) outsole; a neoprene
wader upper with an expandable chest; and a patent for its AIRTHOTIC(R), which
is a ventilated arch support that fits under the heel.
Seasonality/Working Capital
As has traditionally been the case, the Company's sales in 1998 were
higher in the last two quarters of the year than in the first two quarters and,
in order to satisfy shipping requirements, the Company builds inventory during
the first half of the year and offers customers price discounts and extended
terms during such time. The Company expects these trends to continue. Additional
information about the seasonality and working capital requirements of the
Company's business is contained under "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Overview" on page 5 of the
Company's 1998 Annual Report to Shareholders and such information is hereby
incorporated herein by reference.
Foreign Operations and Export Sales
Other than the Company's 10% equity interest in Danner Japan, Ltd., the
Company does not have any foreign operations. International sales accounted for
less than 5% of the Company's net sales in 1998.
Environmental Matters
The Company and the industry in which it competes are subject to
environmental laws and regulations concerning emissions to the air, discharges
to waterways and the generation, handling, storage, transportation, treatment
and disposal of waste materials. The Company's policy is to comply with all
applicable environmental, health and safety laws and regulations. These laws and
regulations are constantly evolving and it is difficult to predict accurately
the effect they will have on the Company in the future. Compliance with
applicable environmental regulations and controls has not had, nor are they
expected to have in 1999, any material impact on the capital expenditures,
earnings or competitive position of the Company.
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Executive Officers of the Registrant
The following table sets forth certain information, as of March 15, 1999,
regarding the executive officers of the Company.
Name Age Position
---- --- --------
George W. Schneider 76 Chairman of the Board and Director
Frank J. Uhler, Jr. 68 Vice Chairman of the Board and Director
Patrick K. Gantert 49 President, Chief Executive Officer and
Director
Wayne L. Berger 52 Vice President - Purchasing
Stephen F. Bonner 45 Vice President - Claremont Operations
Kenneth F. Ducke 55 Treasurer and Assistant Secretary
Joseph F. Fahey 44 Vice President - Retail Sales and Marketing
Peter V. Fiorini 61 Vice President - Special Markets
David F. Flaschberger 40 Vice President - Human Resources
David R. Llewellyn 61 Vice President - Marketing and Business
Development
Robert G. Rinehart, Jr. 46 Vice President - Product Development
Joseph P. Schneider 39 Vice President of the Company and President
and Chief Executive Officer of Danner
Robert J. Sullivan 52 Vice President - Finance and Administration
and Chief Financial Officer
John A. Tadewald 60 Vice President - Engineering
George W. Schneider was elected to the Board of Directors of the
Company's predecessor in 1968 and was the principal investor and motivating
force behind the management buyout of the Company's predecessor in 1982. Since
1982, Mr. Schneider also has served as Chairman of the Board of the Company.
Frank J. Uhler, Jr., has served as Vice Chairman of the Board of the
Company since December 31, 1994 and as a director since he joined the Company in
June 1978. From June 1978 until 1982, Mr. Uhler served as President and from
1982 until December 31, 1994 he served as President and Chief Executive Officer
of the Company. Along with Mr. George W.
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Schneider, Mr. Uhler was the other principal member of the management group that
acquired the Company's predecessor in 1982.
Patrick K. Gantert has served as President, Chief Executive Officer and
as a director of the Company since December 31, 1994. Prior thereto, Mr. Gantert
served as Executive Vice President and Chief Operating Officer of the Company
since August 1993 and as Executive Vice President since June 1992. From March
1985, when he joined the Company, until June 1992, Mr. Gantert was Vice
President-Finance.
Wayne L. Berger joined the Company in 1974 and has held various positions
in finance and administration since that time. In June 1988, Mr. Berger was
elected Vice President - Purchasing.
Stephen F. Bonner joined the Company in 1983 and has held various
positions in manufacturing since that time. In June 1991, Mr. Bonner was elected
Vice President - Claremont Operations.
Kenneth F. Ducke joined the Company in 1974 and has held various
positions in finance and administration since that time. In 1982, Mr. Ducke was
elected Treasurer and Assistant Secretary.
Joseph F. Fahey has served as Vice President - Retail Sales and Marketing
since he joined the Company in October 1996. From 1993 until 1996, Mr. Fahey
served as Vice President of Sales and Marketing for Stihl, Incorporated, a
manufacturer of premium hand-held power equipment and from 1989 through 1993,
Mr. Fahey was the Manager of Dealer Development and Research for the Power
Equipment Division of American Honda Motor Company.
Peter V. Fiorini joined the Company in July 1991 as Vice President -
Industrial Sales. He served in such capacity until May 1998, when he was elected
Vice President - Special Markets.
David F. Flaschberger joined the Company in May 1993 as Human Resources
Manager. He served in such capacity until November 1995, when he was elected
Vice President - Human Resources. From 1990 until joining the Company, Mr.
Flaschberger was the Director of Human Resources of The Company Store, Inc., a
direct mail marketer and manufacturer of down-filled bedding products.
David R. Llewellyn has served as Vice President - Marketing and Business
Development since he joined the Company in April 1994. From 1989 until joining
the Company, Mr. Llewellyn was an independent marketing and business consultant.
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Robert G. Rinehart, Jr. joined the Company in January 1990 as a territory
salesperson. In July 1991, Mr. Rinehart was appointed as the National Accounts
Manager. He served in such capacity until October 1992, when he was appointed
Senior Marketing Manager, and in March 1994 he was elected Vice President -
Product Development.
Joseph P. Schneider has served as a Vice President of the Company since
June 1996 and as President and Chief Executive Officer of Danner since October
1998. Prior thereto, Mr. Schneider served as President and Chief Operating
Officer of Danner since December 1997, as Executive Vice President and Chief
Operating Officer of Danner since June 1996 and as Vice President - Retail Sales
of the Company from January 1993 until June 1996. From 1985, when he joined the
Company, until January 1993, Mr. Schneider held various sales management
positions.
Robert J. Sullivan joined the Company in November 1992 as Manager of
Finance and Administration, was elected Vice President - Finance and
Administration in March 1994 and was given the additional title of Chief
Financial Officer in March 1997. From 1987 until joining the Company, Mr.
Sullivan was Vice President-Finance of Skipperliner Industries, Inc., a
manufacturer of houseboats.
John A. Tadewald has served as Vice President - Engineering since he
joined the Company in October 1987. From 1963 until joining the Company, Mr.
Tadewald held engineering positions with several industrial companies.
Joseph P. Schneider is the son of George W. Schneider. None of the other
directors or executive officers are related to each other. The term of office of
each of the executive officers expires at the annual meeting of directors.
Item 2. Properties
The following table sets forth certain information, as of December 31,
1998, relating to the Company's principal facilities.
Properties
Owned Approximate Floor
or Area in Square
Location Leased Feet Principal Uses
La Crosse, WI Leased(1) 212,000(1) Principal sales, marketing and executive
offices and warehouse space
La Crosse, WI Owned 400,000 Manufacture rubber boots
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La Crosse, WI Leased(2) 264,000 Main warehouse and distribution facility
La Crosse, WI Owned 11,000 Retail outlet store
Clintonville, WI Owned 42,500 Manufacture leather components and
construct rubber boots
Clintonville, WI Leased 4,000 Warehouse and raw material storage
Hillsboro, WI Leased(3) 40,000 Manufacture component parts
Kenosha, WI Leased 3,000 Retail outlet store
Claremont, NH Owned 150,000 Manufacture vinyl injection-molded products
Claremont, NH Leased(4) 68,000 Warehouse and distribution facility
Portland, OR Leased(5) 36,000 Manufacture DANNER(R)products, offices,
retail outlet store and warehouse space
Portland, OR Leased(6) 16,000 Warehouse and distribution facility
Prentice, WI Leased(7) 24,000 Warehouse and distribution facility
Racine, WI Leased(8) 104,700 Manufacturing, warehousing and offices for
Rainfair
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(1) The lease for this 212,000 square foot building adjacent to the Company's
manufacturing plant in La Crosse, Wisconsin expires in 2007.
Approximately 50% of this building is currently sublet to the former
owner. Of the portion occupied by the Company, 6,600 square feet is used
for office space and the balance is used for warehouse space.
(2) The lease for 183,000 square feet of this facility expires in 2000. The
Company leases the balance of the space on short-term leases.
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(3) There are two facilities leased by the Company in Hillsboro, Wisconsin
with approximately 40,000 square feet.
(4) The lease of this facility expires in 2000. This space is leased in a
facility adjacent to the Company's manufacturing plant in Claremont, New
Hampshire.
(5) The lease for this facility expires in March 2009, but the Company has
the option to extend the term for an additional five years.
(6) The lease for this facility expires in December 2000.
(7) The lease for this facility expires in 1999.
(8) The lease for this facility was entered into in May 1996 and expires in
May 2001.
Based on present plans, management believes that the Company's current
facilities will be adequate to meet the Company's anticipated needs for
production of LaCrosse products for at least the next two years. Once the
manufacturing facilities have reached capacity, the Company can expand further
by leasing or purchasing facilities or by outsourcing products or components.
Item 3. Legal Proceedings
In November 1993, the Company, in order to preserve its legal rights,
instituted litigation against the United States Government in the United States
Court of Federal Claims ("USCFC") seeking a refund of amounts previously paid to
the Internal Revenue Service ("IRS") relating to the Company's treatment of its
LIFO inventory stemming from the Company's 1982 leveraged buyout. If the
Government prevails in this litigation, the IRS has indicated an intention to
assess the Company for additional tax, penalties, interest and other amounts for
prior periods as a result of recalculating the Company's LIFO inventory reserve.
The Company received a favorable decision, dated May 15, 1998, from the USCFC,
which resulted in a judgment awarded to the Company. However, the Government
appealed the decision and the appeal is currently being heard in the U.S.
Federal Circuit Court of Appeals. The Company is not currently in a position to
predict the outcome of the appeal. However, a decision by the U.S. Federal
Circuit Court of Appeals in another case (Kohler Co. v. United States, Case No.
96-5043, September 17, 1997) supports one of the principal positions taken by
the IRS and the Government in the USCFC litigation. The Company believes that
its total current exposure to the IRS with respect to this matter is not
material to the Company's financial position or results of operations.
From time to time, the Company, in the normal course of business, is also
involved in various other claims and legal actions arising out of its
operations. The Company does not believe that the ultimate disposition of any
currently pending claims or actions would have a material adverse effect on the
Company or its financial condition.
-14-
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of shareholders during the quarter
ended December 31, 1998.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
The portions of page 20 which describe the market for and dividends
declared on the Company's Common Stock and Note 5 of Notes to Consolidated
Financial Statements which describe restrictions on dividends and which are
contained in the Company's 1998 Annual Report to Shareholders are hereby
incorporated herein by reference in response to this Item.
Item 6. Selected Financial Data
The information set forth in the table on page 4 of the Company's 1998
Annual Report to Shareholders under the caption "Five Year Summary of Selected
Financial Data" is hereby incorporated herein by reference in response to this
Item.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information set forth on pages 5 through 8 in the Company's 1998
Annual Report to Shareholders under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" is hereby
incorporated herein by reference in response to this Item.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company enters into interest rate swap agreements ("Swap Agreements")
to reduce its exposure to interest rate fluctuations on its floating rate debt.
The Swap Agreements exchange floating rate for fixed rate interest payments
periodically over the life of the agreements without exchange of the underlying
notional amounts. The notional amounts of interest rate agreements are used to
measure interest to be paid or received and do not represent an amount of
exposure to credit loss. For interest rate instruments that effectively hedge
interest rate exposures, the net cash amounts paid or received on the agreements
are accrued and recognized as an adjustment to interest expense. As of December
31, 1998, the Company had Swap Agreements in effect totaling $11.0 million
notional amount, of which $7.0 million will mature in 2002 with another $4.0
million maturing in 2003. The variable rate borrowings not offset by Swap
Agreements at December 31, 1998 totaled $9.4 million. Swap Agreement rates are
based on the three-month LIBOR rate. Based on average floating rate borrowings
outstanding throughout fiscal year 1998, a 100-basis point change in LIBOR would
have caused the Company's monthly interest expense to change by approximately
-15-
$16,000. The Company believes that these amounts are not material to the
earnings of the Company.
Item 8. Financial Statements and Supplementary Data
The consolidated statements of income, shareholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1998,
and the related consolidated balance sheets of the Company as of December 31,
1998 and 1997, together with the related notes thereto and the independent
auditor's report, and the Company's unaudited quarterly results of operations
for the two-year period ended December 31, 1998, all set forth on pages 9
through 20 of the Company's 1998 Annual Report to Shareholders, are hereby
incorporated herein by reference in response to this Item.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
-16-
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this Item with respect to directors and
Section 16 compliance is included under the captions "Election of Directors" and
"Section 16(a) Beneficial Ownership Reporting Compliance", respectively, in the
Company's definitive Proxy Statement for its 1999 Annual Meeting of Shareholders
("Proxy Statement") and is hereby incorporated herein by reference. Information
with respect to the executive officers of the Company appears in Part I, pages
10 through 12, of this Annual Report on Form 10-K.
Item 11. Executive Compensation
The information required by this Item is included under the captions
"Board of DirectorsCDirector Compensation" and "Executive Compensation" in the
Proxy Statement and is hereby incorporated herein by reference; provided,
however, that the subsection entitled "Executive CompensationCReport on
Executive Compensation" shall not be deemed to be incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item is included under the caption
"Principal Shareholders" in the Proxy Statement and is hereby incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
The information required by this Item is included under the captions
"Certain Transactions" and "Executive CompensationCCompensation Committee
Interlocks and Insider Participation" in the Proxy Statement and is hereby
incorporated herein by reference.
-17-
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial statements - The financial statements listed in
the accompanying index to financial statements and financial
statement schedules are incorporated by reference in this
Annual Report on Form 10-K.
2. Financial statement schedules - The financial statement
schedules listed in the accompanying index to financial
statements and financial statement schedules are filed as part
of this Annual Report on Form 10-K.
3. Exhibits - The exhibits listed in the accompanying index to
exhibits are filed as part of this Annual Report on Form 10-K.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
quarter ended December 31, 1998.
-18-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 29th day of
March, 1999.
LACROSSE FOOTWEAR, INC.
By /s/ Patrick K. Gantert
Patrick K. Gantert
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.
Signature Title Date
--------- ----- ----
/s/George W. Schneider Chairman of the Board and March 29, 1999
- ------------------------ Director
George W. Schneider
/s/ Patrick K. Gantert President, Chief Executive March 29, 1999
- ------------------------ Officer and Director (Principal
Patrick K. Gantert Executive Officer)
/s/ Robert J. Sullivan Vice President-Finance and March 29, 1999
- ------------------------ Administration and Chief Financial
Robert J. Sullivan Officer (Principal Financial and
Accounting Officer)
/s/ Frank J. Uhler, Jr. Vice Chairman of the Board March 29, 1999
- ------------------------ and Director
Frank J. Uhler, Jr.
-19-
Signature Title Date
--------- ----- ----
/s/ Craig L. Leipold Director March 29, 1999
- ------------------------
Craig L. Leipold
/s/ Richard A. Rosenthal Director March 29, 1999
- ------------------------
Richard A. Rosenthal
/s/ Luke E. Sims Director March 29, 1999
- ------------------------
Luke E. Sims
/s/ John D. Whitcombe Director March 29, 1999
- ------------------------
John D. Whitcombe
-20-
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULE
Page
--------------------------------
Annual Report
Form 10-K to Shareholders
Consolidated Balance Sheets at
December 31, 1998 and 1997 - 9
Consolidated Statements of Income for
each of the three years in the
period ended December 31, 1998 - 10
Consolidated Statements of Shareholders'
Equity for each of the three
years in the period ended December 31, 1998 - 11
Consolidated Statements of Cash Flows
for each of the three years in
the period ended December 31, 1998 - 12
Notes to Consolidated Financial Statements - 13-19
Independent Auditor's Report - 19
Independent Auditor's Report on
Financial Statement Schedule 22 -
Financial Statement Schedule:
II - Valuation and Qualifying
Accounts 23-24 -
All other financial statement schedules are omitted since the required
information is not present or is not present in amounts sufficient to require
submission of the schedules, or because the information required is included in
the consolidated financial statements and notes thereto.
-21-
INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Shareholders
LaCrosse Footwear, Inc.
La Crosse, Wisconsin
Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The consolidated
supplemental schedule II is presented for purposes of complying with the
Securities and Exchange Commission's rules and is a part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in our audits of the basic consolidated financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic consolidated financial statements taken as a whole.
McGLADREY & PULLEN, LLP
La Crosse, Wisconsin
February 5, 1999
-22-
LACROSSE FOOTWEAR, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Additions
-------------------------------------
Balance at Beginning Balance
of Period Charged To Costs Charged To at End
Description And Expenses Other Accounts Deductions of Period
Year ended December 31, 1996:
Accounts receivable allowances:
Allowance for returns $ 280,000 $ 1,234,556 $ -- $ 947,556 $ 567,000
Allowance for cash discounts 114,000 90,496 -- 15,496 189,000
Allowance for doubtful accounts 381,700 167,655 335,000 178,855 705,500
Allowance for uncollectible interest 37,560 92,268 -- 84,026 45,802
----------- ---------- ----------- ---------- ---------
Total $ 813,260 $ 1,584,975 $ 335,000 $ 1,225,933 $1,507,302
=========== ========== =========== ========== =========
Inventory allowances:
Allowance for obsolescence $ 813,428 $ 272,904 $ 350,000 $ 235,332 $1,201,000
=========== ========== =========== ========== =========
Warranty allowance:
Allowance for warranties $ 840,000 $ 1,057,730 $ -- $ 972,730 $ 925,000
=========== ========== =========== ========== =========
[continued]
-23-
Additions
-------------------------------------
Balance at Beginning Balance
of Period Charged To Costs Charged To at End
Description And Expenses Other Accounts Deductions of Period
Year ended December 31, 1997:
Accounts receivable allowances:
Allowance for returns $ 567,000 $ 1,142,866 $ 280,700 $ 1,152,866 $ 837,700
Allowance for cash discounts 189,000 63,345 65,000 217,345 100,000
Allowance for doubtful accounts 705,500 161,524 -- 292,069 574,955
Allowance for uncollectible interest 45,802 106,290 -- 95,631 56,461
---------- ---------- ---------- ---------- ----------
Total $ 1,507,302 $ 1,474,025 $ 345,700 $ 1,757,911 $ 1,569,116
========== ========== ========== ========== ==========
Inventory allowances:
Allowance for obsolescence $ 1,201,000 $ 586,560 $ -- $ 561,140 $ 1,226,420
========== ========== ========== ========== ==========
Warranty allowance:
Allowance for warranties $ 925,000 $ 769,322 $ -- $ 1,084,197 $ 610,125
========== ========== ========== ========== ==========
Year ended December 31, 1998:
Accounts receivable allowances:
Allowance for returns $ 837,700 $ 961,211 $ -- $ 1,290,911 $ 508,000
Allowance for cash discounts 100,000 470,090 -- 482,090 88,000
Allowance for doubtful accounts 574,955 91,562 -- 289,517 377,000
Allowance for uncollectible interest 56,461 131,812 -- 128,624 59,649
---------- ---------- ---------- ---------- ----------
Total $ 1,569,116 $ 1,654,675 $ -- $ 2,191,142 $ 1,032,649
========== ========== ========== ========== ==========
Inventory allowances:
Allowance for obsolescence $ 1,226,420 $ 607,472 $ -- $ 533,892 $ 1,300,000
========== ========== ========== ========== ==========
Warranty allowance:
Allowance for warranties $ 610,125 $ 866,268 $ -- $ 1,004,952 $ 471,441
========= ========== ========== ========== ==========
The accounts receivable and inventory allowances above were deducted from the applicable asset account.
-24-
EXHIBIT INDEX
Sequential
Exhibit Page
Number Exhibit Description Number
(2.1) Asset Purchase Agreement, dated as of February 11, --
1994, between LaCrosse Footwear, Inc.
and Danner Shoe Manufacturing Co.
[Incorporated by reference to Exhibit (2)
to LaCrosse Footwear, Inc.'s Form S-1 Registration
Statement (Registration No. 33-75534)]
(2.2) Asset Purchase Agreement, dated May 16, 1996, --
by and among Rainco, Inc., LaCrosse Footwear,
Inc., Rainfair, Inc. and Craig L. Leipold
[Incorporated by reference to Exhibit (2.1) to
LaCrosse Footwear, Inc.'s Current Report on
Form 8-K dated May 31, 1996 and filed June 14, 1996]
(3.1) Restated Articles of Incorporation of LaCrosse --
Footwear, Inc. [Incorporated by reference to
Exhibit (3.0) to LaCrosse Footwear, Inc.'s Form
S-1 Registration Statement (Registration No.
33-75534)]
(3.2) By-Laws of LaCrosse Footwear, Inc., as amended --
to date [Incorporated by reference to Exhibit
(3.2) to LaCrosse Footwear, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1994]
(4.1) Credit Agreement, dated as of May 31, 1996, by --
and among LaCrosse Footwear, Inc., Firstar Bank
Milwaukee, N.A., The Northern Trust Company, Harris
Trust and Savings Bank and Firstar Bank Milwaukee,
N.A., as Agent for the Banks [Incorporated by
reference to Exhibit (4.1) to LaCrosse Footwear,
Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 29, 1996]
(4.2) Note Purchase Agreement, dated as of June 1, 1990, --
between LaCrosse Footwear, Inc. and Teachers Insurance
and Annuity Association of America [Incorporated by
reference to Exhibit (10.1) to LaCrosse Footwear,
Inc.'s Form S-1 Registration Statement (Registration
No. 33-75534)]
(4.3) Amendment to Note Purchase Agreement, dated as of --
October 7, 1994, between LaCrosse Footwear, Inc. and
Teachers Insurance and Annuity Association of America
[Incorporated by reference to Exhibit (10.3) to
LaCrosse Footwear, Inc.'s Quarterly Report on Form 10-Q
for the quarter ended October 1, 1994]
(9.1) Voting Trust Agreement, dated as of June 21, 1982, --
as amended [Incorporated by reference to Exhibit
(9) to LaCrosse Footwear, Inc.'s Form S-1 Registration
Statement (Registration No. 33-75534)]
-25-
Sequential
Exhibit Page
Number Exhibit Description Number
(9.2) Amendment No. 9 to Voting Trust Agreement, dated --
June 30, 1997. [Incorporated by reference to Exhibit
(9.2) to LaCrosse Footwear, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1997]
(10.1) Lease, dated as of January 7, 1991, between --
LaCrosse Footwear, Inc. and Central States Warehouse,
Inc. [Incorporated by reference to Exhibit (10.2)
to LaCrosse Footwear, Inc.'s Form S-1 Registration
Statement (Registration No. 33-75534)]
(10.2) Amendment, dated as of June 29, 1995, to Lease --
between LaCrosse Footwear, Inc. and Central States
Warehouse, Inc. [Incorporated by reference to Exhibit
(10.2) to LaCrosse Footwear, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1995]
(10.3)* Employment and Consulting Agreement, dated as of --
October 1, 1990 and as amended as of October 31,
1992, between Frank J. Uhler, Jr. and LaCrosse
Footwear, Inc. [Incorporated by reference to Exhibit
(10.4) to LaCrosse Footwear, Inc.'s Form S-1
Registration Statement (Registration No. 33-75534)]
(10.4)* Amendment No. 1, dated as of December 31, 1994, --
to Employment and Consulting Agreement between
Frank J. Uhler, Jr. and LaCrosse Footwear, Inc.
[Incorporated by reference to Exhibit (10.5) to
LaCrosse Footwear, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1994]
(10.5)* Employment Agreement, dated as of July 1, 1992, --
and amended as of May 28, 1993, between Patrick K.
Gantert and LaCrosse Footwear, Inc. [Incorporated by
reference to Exhibit (10.8) to LaCrosse Footwear,
Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1994]
(10.6)* Employment Agreement, dated as of March 14, 1994, --
between LaCrosse Footwear, Inc. and Eric E. Merk, Sr.
[Incorporated by reference to Exhibit (10.12) to
LaCrosse Footwear, Inc.'s Form S-1 Registration
Statement (Registration No. 33-75534)]
- ------------
* A management contract or compensatory plan or arrangement.
-26-
Sequential
Exhibit Page
Number Exhibit Description Number
(10.7) Amendment No. 1, dated as of June 1, 1995, to --
Employment Agreement between LaCrosse Footwear,
Inc. and Eric E. Merk, Sr. [Incorporated by
reference to Exhibit (10.1) to LaCrosse Footwear,
Inc.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995]
(10.8)* Employment Agreement, dated as of June 9, 1994, --
between David Llewellyn and LaCrosse Footwear, Inc.
[Incorporated by reference to Exhibit (10.1) to
LaCrosse Footwear, Inc.'s Quarterly Report on Form
10-Q for the quarter ended July 2, 1994]
(10.9)* LaCrosse Footwear, Inc. Deferred Compensation Plan --
for Key Employees, as amended and restated.
[Incorporated by reference to Exhibit (10.9) to
LaCrosse Footwear, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1997]
(10.10)* LaCrosse Footwear, Inc. Deferred Compensation --
Plan for Directors [Incorporated by reference
to Exhibit (10.15) to LaCrosse Footwear, Inc.'s
Form S-1 Registration Statement (Registration
No. 33-75534)]
(10.11)* LaCrosse Footwear, Inc. Retirement Plan --
[Incorporated by reference to Exhibit
(10.18) to LaCrosse Footwear, Inc.'s Form
S-1 Registration Statement (Registration
No. 33-75534)]
(10.12)* LaCrosse Footwear, Inc. Employees' Retirement --
Savings Plan [Incorporated by reference to
Exhibit (10.19) to LaCrosse Footwear, Inc.'s
Form S-1 Registration Statement (Registration
No. 33-75534)]
(10.13)* LaCrosse Footwear, Inc. 1993 Employee Stock --
Incentive Plan [Incorporated by reference to
Exhibit (10.20) to LaCrosse Footwear, Inc.'s
Form S-1 Registration Statement (Registration
No. 33-75534)]
(10.14)* LaCrosse Footwear, Inc. 1997 Employee Stock --
Incentive Plan [Incorporated by reference to
Exhibit (10.17) to LaCrosse Footwear, Inc.'s
Annual Report on Form 10-K for the year ended
December 31, 1996]
(10.15) Agreement, dated as of September 15, 1998,
between Local No. 14L, United Steel Workers of
America, AFL-CIO, and LaCrosse Footwear, Inc.
- ------------
* A management contract or compensatory plan or arrangement.
-27-
Sequential
Exhibit Page
Number Exhibit Description Number
(10.16) Lease, dated as of March 14, 1994, between --
JEPCO Development Co. and LaCrosse Footwear,
Inc. [Incorporated by reference to Exhibit
(10.22) to LaCrosse Footwear, Inc.'s Form S-1
Registration Statement (Registration No. 33-75534)]
(10.17) Amendment, dated as of March 17, 1998, to Lease
between JEPCO Development Co., LLC and LaCrosse
Footwear, Inc.
(10.18) Manufacturing Certification Agreement, dated as --
of October 19, 1993, between W.L. Gore &
Associates, Inc. and Danner Shoe Manufacturing
Co. [Incorporated by reference to Exhibit
(10.23) to LaCrosse Footwear, Inc.'s Form S-1
Registration Statement (Registration No. 33-75534)]
(10.19) Trademark License, dated as of October 19, 1993, --
between W.L. Gore & Associates, Inc. and Danner
Shoe Manufacturing Co. [Incorporated by reference
to Exhibit (10.24) to LaCrosse Footwear, Inc.'s
Form S-1 Registration Statement (Registration
No. 33-75534)]
(10.20) Registration Rights Agreement, dated as of March --
14, 1994, between LaCrosse Footwear, Inc., Danner
Shoe Manufacturing Co. and the shareholders of
Danner Shoe Manufacturing Co. [Incorporated by
reference to Exhibit (10.25) to LaCrosse
Footwear, Inc.'s Form S-1 Registration
Statement (Registration No. 33-75534)]
(10.21) Guarantee Agreement, dated as of March 14, 1994, --
between LaCrosse Footwear, Inc. and Danner Shoe
Manufacturing Co. [Incorporated by reference to
Exhibit (10.26) to LaCrosse Footwear, Inc.'s
Form S-1 Registration Statement (Registration No.
33-75534)]
(10.22) Form of Indemnification and Investment Agreement --
to be entered into between LaCrosse Footwear, Inc.
and the shareholders of Danner Shoe Manufacturing
Co. [Incorporated by reference to Exhibit (10.27)
to LaCrosse Footwear, Inc.'s Form S-1 Registration
Statement (Registration No. 33-75534)]
-28-
Sequential
Exhibit Page
Number Exhibit Description Number
(10.23)* Employment Agreement, dated as of May 31, 1996, --
by and between Craig L. Leipold, Rainco, Inc. and
LaCrosse Footwear, Inc. [Incorporated by reference
to Exhibit (10.22) to LaCrosse Footwear, Inc.'s
Annual Report on Form 10-K for the year ended
December 31, 1997]
(10.24)* Amendment Agreement, dated as of August 23, 1997, --
by and between LaCrosse Footwear, Inc., Rainfair,
Inc. (f/k/a Rainco, Inc.) and Craig L. Leipold
[Incorporated by reference to Exhibit (10.1) to
LaCrosse Footwear, Inc.'s Quarterly Report on Form
10-Q for the quarter ended September 27, 1997]
(13) Portions of the 1998 Annual Report to Shareholders
that are incorporated by reference herein
(21) List of subsidiaries of LaCrosse Footwear, Inc.
(23) Consent of McGladrey & Pullen, LLP
(27.1) Financial Data Schedule (EDGAR version only)
(99) Proxy Statement for the 1999 Annual Meeting --
of Shareholders
[The Proxy Statement for the 1999 Annual Meeting of
Shareholders will be filed with the Securities and Exchange
Commission under Regulation 14A within 120 days after the end
of the Company's fiscal year. Except to the extent specifically
incorporated by reference, the Proxy Statement for the 1999
Annual Meeting of Shareholders shall not be deemed to be filed
with the Securities and Exchange Commission as part of this
Annual Report on Form 10-K.]
- ------------
* A management contract or compensatory plan or arrangement.
-29-