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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, 1997
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 stock held by nonaffiliates of the
registrant at February 27, 1998:
$37,634,668.
Number of shares of the registrant's common stock outstanding at
February 27, 1998: 6,669,427 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended
December 31, 1997 (incorporated by reference into Parts I, II and IV)
Portions of the Proxy Statement for 1998 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, occupational
and recreational 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, to a lesser extent,
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 segments of
the market.
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.
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.
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 1997, the Company offered approximately 450
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/ brand is marketed
through a sales force comprised of 17 Company-employed sales people and
four independent sales representative groups. The LaCrosse sales force
currently represents the DANNER/R/ brand in all but six territories, which
are handled by two Danner sales people and independent sales
representatives. The RED BALL/R/ and LAKE OF THE WOODS/R/ brands are
marketed jointly through independent sales representatives. 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.
The Company's products are sold directly to more than 6,000
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, Victoria, Virginia and Claremont, New
Hampshire. Liners are produced at the Company's Hillsboro, Wisconsin
facility. The Hillsboro facility also manufactures a line of waders with
nylon uppers and rubber or vinyl boot bottoms, using a heat-sealing
process. Leather tops for the LACROSSE/R/ brand rubber bottom/leather top
pac boots and some DANNER/R/ products are produced at the Company's
Clintonville, Wisconsin facility.
The Company manufactures a majority of its 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 Dominican
Republic and 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'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 30% of
all completed waterproof boots are filled with water for testing. Leather
is tested for lasting ability, tear strength, finish and thickness.
Backlog
At December 31, 1997, the Company had unfilled orders from its
customers in the amount of approximately $14.2 million compared to $15.8
million at December 31, 1996. The decrease in backlog is primarily the
result of the mild weather in December 1997 and the timing on certain
rainwear orders. All orders at December 31, 1997 are expected to be
filled during 1998. 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 face 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 product line. These competitors
manufacture domestically and/or import 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. The LAKE OF THE WOODS/R/ brand, because of its market position,
sources product both domestically and from offshore. Therefore, it
competes with other distributors with products sourced from offshore
locations.
Employees
As of December 31, 1997, the Company had approximately 1,520
employees, all located in the United States. Approximately 575 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 October 1998, approximately 150 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 1999 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 450 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/. LaCrosse 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 WOODS/R/ and RAINFAIR/R/ names, the Company does not believe any
trademark is material to its business.
The Company pays 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
expires 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
As has traditionally been the case, the Company's sales in 1997
were higher in the last two quarters of the year than in the first two
quarters. The Company expects this sales trend to continue. Additional
information about the seasonality of the Company's business is contained
under "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Overview" on page 9 of the Company's 1997 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 1997.
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
1998, any material impact on the capital expenditures, earnings or
competitive position of the Company.
Executive Officers of the Registrant
The following table sets forth certain information, as of
March 15, 1998, regarding the executive officers of the Company.
Name Age Position
George W. Schneider 75 Chairman of the Board and Director
Frank J. Uhler, Jr. 67 Vice Chairman of the Board and Director
Patrick K. Gantert 48 President, Chief Executive Officer and
Director
Eric E. Merk, Sr. 55 Vice President - Danner and Director
Wayne L. Berger 51 Vice President - Purchasing
Stephen F. Bonner 44 Vice President - Claremont Operations
Kenneth F. Ducke 54 Treasurer and Assistant Secretary
Joseph F. Fahey 43 Vice President - Retail Sales and
Marketing
D. Keith Fell 46 Vice President - Operations
Peter V. Fiorini 60 Vice President - Industrial Sales
David F. Flaschberger 39 Vice President - Human Resources
David R. Llewellyn 60 Vice President - Marketing and Business
Development
Robert G. Rinehart, Jr. 45 Vice President - Product Development
Joseph P. Schneider 38 Vice President of the Company and
President and Chief Operating Officer
of Danner
Robert J. Sullivan 51 Vice President - Finance and
Administration and Chief Financial
Officer
John A. Tadewald 59 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.
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.
Eric E. Merk, Sr. has served as Vice President - Danner and as a
director of the Company since the March 1994 completion of the Danner
acquisition. On January 2, 1998, Mr. Merk was elected Vice Chairman of
the Board and Chief Executive Officer of Danner. Prior to joining the
Company, Mr. Merk was a significant shareholder and President of Danner
since purchasing Danner in 1983.
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.
D. Keith Fell has served as Vice President - Operations since he
joined the Company in March 1996. From May 1994 until August 1995, Mr.
Fell was Vice President of Manufacturing for Traco, Inc., a manufacturer
of commercial windows and doors, from October 1993 until May 1994, he was
Vice President of Manufacturing for Hedstrom Corporation, a manufacturer
of outdoor play equipment, and from September 1990 until October 1993, Mr.
Fell was Director of Manufacturing for Hedstrom.
Peter V. Fiorini has served as Vice President - Industrial Sales
since he joined the Company in July 1991. From 1975 until joining the
Company, Mr. Fiorini was general manager of the Ranger Rubber Company
division of Endicott Johnson Shoe Company, Inc.
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.
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 joined the Company in 1985 as a territory
sales manager and in January 1990 was appointed as the National Accounts
Manager. From May 1991 until January 1993, Mr. Schneider served as the
National Sales Manager and from January 1993 until June 1996 he was Vice
President - Retail Sales. In June 1996, Mr. Schneider was elected as a
Vice President of the Company and as Executive Vice President and Chief
Operating Officer of Danner, and on January 2, 1998, he was elected
President and Chief Operating Officer of Danner.
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, 1997, relating to the Company's principal facilities.
Properties
Owned Approximate
or Floor Area in
Location Leased Square 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
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
Victoria, VA Leased(9) 38,000 Manufacture leather
footwear
_________________________
(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.
(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 2004, but the Company
has the option to extend the term for up to an additional ten years.
The lease includes approximately one acre of adjacent vacant property
that could be used for expansion. Eric E. Merk, Sr., a director,
executive officer and shareholder of the Company, is affiliated with
the lessor of this facility.
(6) The lease for this facility expires in December 2000.
(7) The lease for this facility expires in 1998.
(8) The lease for this facility was entered into in May 1996 and expires
in May 2001.
(9) The lease for this facility expires in 1999.
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 some
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 is not currently in a position to predict the outcome of the USCFC
litigation. The Company received a favorable preliminary decision, dated
April 25, 1997, from the USCFC. However, a decision by the U.S. Federal
Circuit Court of Appeals in another case (Kohler Co. vs. 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.
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, 1997.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
The portions of page 24 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 1997 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 8 of the
Company's 1997 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 9 through 12 in the Company's
1997 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
Not applicable.
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, 1997, and the related consolidated balance sheets of the
Company as of December 31, 1997 and 1996, 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,
1997, all set forth on pages 13 through 24 of the Company's 1997 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.
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 1998
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 9 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 Directors-Director Compensation" and "Executive
Compensation" in the Proxy Statement and is hereby incorporated herein by
reference; provided, however, that the subsection entitled "Executive
Compensation-Report 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 Compensation-Compensation
Committee Interlocks and Insider Participation" in the Proxy Statement and
is hereby incorporated herein by reference.
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, 1997.
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 27th day of March, 1998.
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 27, 1998
George W. Schneider Director
/s/ Patrick K. Gantert President, Chief Executive March 27, 1998
Patrick K. Gantert Officer and Director
(Principal Executive
Officer)
/s/ Robert J. Sullivan Vice President-Finance and March 27, 1998
Robert J. Sullivan Administration and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
/s/ Frank J. Uhler, Jr. Vice Chairman of the Board March 27, 1998
Frank J. Uhler, Jr. and Director
/s/ Eric E. Merk, Sr. Vice President-Danner and March 27, 1998
Eric E. Merk, Sr. Director
/s/ Craig L. Leipold Director March 27, 1998
Craig L. Leipold
/s/ Richard A. Rosenthal Director March 27, 1998
Richard A. Rosenthal
/s/ Luke E. Sims Director March 27, 1998
Luke E. Sims
John D. Whitcombe Director
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULE
Page
Annual Report
Form 10-K to Shareholders
Consolidated Balance Sheets at December 31,
1997 and 1996 - 13
Consolidated Statements of Income for each
of the three years in the period ended
December 31, 1997 - 14
Consolidated Statements of Shareholders'
Equity for each of the three years in the
period ended December 31, 1997 - 15
Consolidated Statements of Cash Flows for
each of the three years in the period ended
December 31, 1997 - 16
Notes to Consolidated Financial Statements - 17-23
Independent Auditor's Report - 23
Independent Auditor's Report on Financial
Statement Schedule 21 -
Financial Statement Schedule:
II - Valuation and Qualifying
Accounts 22-23 -
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.
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 6, 1998
LACROSSE FOOTWEAR, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Additions
Balance at Balance
Beginning Charged To Costs Charged To at End
Description of Period and Expenses Other Accounts Deductions of Period
Year ended December 31, 1995:
Accounts receivable allowances:
Allowance for returns $ 239,000 $ 762,470 $ -- $ 721,470 $ 280,000
Allowance for cash discounts 112,000 644,486 -- 642,486 114,000
Allowance for doubtful accounts 337,000 168,068 -- 123,368 381,700
Allowance for uncollectible interest 30,374 85,729 -- 78,543 37,560
------------ ------------ ---------- ----------- ----------
Total $ 718,374 $ 1,660,753 $ -- $ 1,565,867 $ 813,260
============ ============ ========== =========== ==========
Inventory allowances:
Allowance for obsolescence $ 400,000 $ 718,224 $ -- $ 304,796 $ 813,428
============ ============ ========== =========== ==========
Warranty allowance:
Allowance for warranties $ 787,000 $ 856,706 $ -- $ 803,706 $ 840,000
============ ============ ========== =========== ==========
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
============ ============ ========== =========== ==========
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
============ ============ ========== =========== ==========
The accounts receivable and inventory allowances above were deducted from the applicable asset account.
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)]
(9.2) Amendment No. 9 to Voting Trust Agreement, dated
June 30, 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)]
(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
(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 October 2, 1995, between --
Local No. 14, United Steel Workers of America
(AFL-CIO-CLC) and LaCrosse Footwear, Inc.
[Incorporated by reference to Exhibit (10.20) to
LaCrosse Footwear, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1995]
(10.16) Lease, dated as of March 14, 1994, between Jepco --
Development Company 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) 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)]
(10.18) 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)]
(10.19) 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)]
(10.20) 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)]
(10.21) 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)]
(10.22)* Employment Agreement, dated as of May 31, 1996,
by and between Craig L. Leipold, Rainco, Inc. and
LaCrosse Footwear, Inc.
(10.23)* 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 1997 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 - 1997 (EDGAR version only)
(27.2)** Restated Financial Data Schedules for fiscal year --
ended December 31, 1996 and each quarterly period
in 1996 and 1997
(99) Proxy Statement for the 1998 Annual Meeting of --
Shareholders
[The Proxy Statement for the 1998 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 1998 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.
** Not applicable -- no amounts reported in these previously
filed Financial Data Schedules change as a result of adoption of
Statement of Financial Accounting Standards No. 128.