UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
Annual Report Pursuant to Sec. 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended 12/31/95 Commission File Number 0-774
DANIEL GREEN COMPANY
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 15-0327010
(State or other jurisdiction or incorporation (IRS Employer
or organization Identification Number)
ONE MAIN ST., DOLGEVILLE, NEW YORK 13329
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315)-429-3131
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $2.50 PAR VALUE PER SHARE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, 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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or by
amendment to this Form 10-KSB (X).
Revenues of the Registrant for the Fiscal Year Ended December 31, 1995:
Net Sales of $23,560,772
Aggregate market value of the voting stock held by non-affiliates of the
registrant:
$2,719,012 as of March 25, 1996
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practical date:
CLASS OUTSTANDING AT MARCH 1, 1996
COMMON STOCK, $2.50 PAR VALUE 1,036,892 SHARES
List hereunder the following documents, if incorporated by reference, and the
part of the Form 10-KSB into which the document is incorporated:
Annual Report to Stockholders, December 31, 1995 Part II
Definitive Proxy Statement Dated March 5, 1996 Part III
PART I
Item 1. Description of Business
The registrant and its predecessors have been engaged in the manufacture
and sale of quality leisure footwear since 1882. The Daniel Green Company
slipper is one of the oldest and best known in the footwear industry.
Materials in Daniel Green slippers include satin, rayon, corduroy, nylon,
brocade, felt, polyurethane and several types of leather.
Women's slippers and leisure footwear, which normally account for above
90% of the registrant's annual sales, retail within a price range varying
from $22.00 a pair to $65.00 a pair. Men's slippers are sold at prices
ranging between $19.00 and $50.00 a pair. The registrant produces about 35
to 45 styles of slippers and 45 to 50 styles of leisure footwear, many of
which change from year to year. The registrant designs most of its own
styles, having for many years maintained a style research department.
Several styles are imported and are designed by the overseas manufacturers.
Most of the slippers and leisure footwear are sold under the Company name or
the trademarks Comfy, Outdorables, and Dee Gee. In 1993, the Company
launched a new private label division, which produces shoes without Daniel
Green's name being mentioned on the product or box. This division accounted
for approximately 14.9% of all pairs shipped during 1993, 11.5% in 1994, and
3.4% in 1995.
Most of the slippers and leisure footwear sold by the registrants are
manufactured in its plants in Dolgeville, New York (more fully described in
Item 2 - Property). The Company has increased the number and volume of
imported styles in order to improve efficiencies in its facilities, to reduce
seasonal demands on its manufacturing capacities, and to improve
competitiveness. In 1995, the Company began importing shoe parts from
overseas. This allows the Company to increase its overall production by
eliminating production bottlenecks, and helps to improve cost
competitiveness. The registrant has experienced no difficulty in obtaining
the raw materials needed to manufacture its products. The registrant has
never made a practice of entering into long-term purchase contracts.
The registrant's products are sold directly to retailers through its own
sales force which covers the entire United States. Approximately 9,000
dealers carry Daniel Green Company slippers and leisure footwear, including
most of the major department stores in the country. Export sales to Canada
have increased slightly due to the gradual elimination of restrictive tariffs
and duties. One customer accounted for more than 10% of the Company's
business in 1995. No customer of the Company accounted for 10% or more of
net sales in 1993 or 1994, and no material part of the business is dependent
upon a single customer or a few customers, the loss of any one or more of
whom would have a material adverse effect on the Company's business. The
registrant advertises its products through leading nationally distributed
magazines and for many years has built its advertising campaigns around the
trademark Comfy. It avoids granting restricted or exclusive sales
arrangements, believing that distribution of its type of merchandise requires
the greatest number of outlets. Private label products are sold to a number
of companies by an internal salesman. No one company accounts for a majority
of the business for that division.
The registrant's business is a seasonal one. By offering a June 10th
payment date to customers buying slippers for shipment between January 1st
and May 10th, the registrant has been able to encourage customers to
replenish their stock more evenly throughout the year. Dating privileges are
also given for payment on May 10th for all Spring Outdorables shipped between
November 25th and March 24th, and a November 10th dating for Fall Outdorables
shipped between June 1st and September 24th. However, the majority of
registrant's sales are generated during the latter half of the year. In an
effort to encourage earlier shipments, the registrant offers a Christmas
dating which allows customers to pay on December 10th for orders of slippers
and Dee Gee's shipped between June 1st and October 24th.
The registrant experiences severe competition in the sale of its
slippers from other manufacturers of leisure footwear, particularly imports.
It maintains an active research and development staff which concentrate on
improving manufacturing techniques, order processing, and plant scheduling.
It owns several design patents but does not depend on these to enable it to
compete successfully. The registrant is not aware of any patents held by
others which might materially affect its ability to compete.
The registrant believes that a definite competitive advantage attaches
to its ownership of the registered trademarks Comfy and Dee Gee which have
been used by the registrant for many years.
The registrant knows of no material effects that compliance with
federal, state and local provisions regulating the discharge of materials
into the environment may have upon the capital expenditures, earnings and
competitive position of the registrant.
The registrant has enjoyed an excellent relationship with its
approximately 350 employees, most of whom are full time. All of the
registrant's employees, except for the salesmen, are employed in its plants
at Dolgeville, New York.
The amount of registrant's backlog orders believed to be firm as of
December 31, 1995 is $543,413 as compared with $759,901 as of December 31,
1994 and $1,608,941 as of December 31, 1993. All backlog orders are expected
to be filled within the next fiscal year. The backlog orders are a normal
aspect of the registrant's business due to its seasonal nature. The
registrant experienced a decrease in backlog orders in 1995 due to the very
poor holiday retail season preceding year-end. This caused retailers to be
overstocked and reduced fill-in orders scheduled for January 1996.
Item 2. Description of Properties.
The registrant's executive offices and manufacturing facilities are
located in Dolgeville, New York. This site consists of approximately 15
acres of land on which there is a group of multi-storied buildings containing
approximately 326,000 square feet of floor space. These buildings are
constructed principally of wood and limestone. The principal buildings were
built between 1882 and 1890.
The registrant's real property, equipment and other fixed assets are
maintained in good condition and actively utilized.
Registrant believes that its plants, which contain a variety of
machinery for the manufacture of leisure footwear, are adequate to maintain
present production output.
All registrant's buildings are owned outright. A small portion of the
registrant's production machinery is leased. An updated computer mainframe
and state-of-the-art telephone equipment were installed under a capital lease
arrangement.
The registrant maintains only one sales office which is located in
leased premises in the Empire State Building in New York City.
Item 3. Legal Proceedings.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Part II
Item 5. Market for the Registrant's Common Stock and
Related Stockholder Matters.
This information is contained in the 1995 Annual Report to Stockholders
which was previously filed with the Commission, and is incorporated by
reference in this Form 10-KSB Annual Report as Exhibit 13.
Item 6. Management's Discussion and Analysis or Plan of Operations.
This information is contained in the 1995 Annual Report to Stockholders
which was previously filed with the Commission, and is incorporated by
reference in this Form 10-KSB Annual Report as Exhibit 13.
Item 7. Financial Statements.
The required financial statements together with the Report of Deloitte
& Touche LLP dated February 6, 1996 (March 5, 1996 as to Note 7), is
contained in the 1995 Annual Report to Stockholders which was previously
filed with the Commission, and is incorporated by reference in this Form 10-
KSB Annual Report as Exhibit 13.
Item 8. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.
None
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
This information is contained in the Definitive Proxy Statement dated
March 5, 1996, which has been filed with the Commission, and is incorporated
by reference in this Form 10-KSB Annual Report.
Item 10. Executive Compensation.
This information is contained in the Definitive Proxy Statement dated
March 5, 1996, which has been filed with the Commission, and is incorporated
by reference in this Form 10-KSB Annual Report.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
This information is contained in the Definitive Proxy Statement dated
March 5, 1996, which has been filed with the Commission, and is incorporated
by reference in this Form 10-KSB Annual Report.
Item 12. Certain Relationships and Related Transactions.
This information is contained in the Definitive Proxy Statement dated
March 5, 1996, which has been filed with the Commission, and is incorporated
by reference in this Form 10-KSB Annual Report.
PART IV
Item 13. Exhibits, List, and Reports on Form 8-K.
(a). Exhibits
(21) Subsidiary of the registrant
(23) Independent Auditor's Consent
The following exhibits are incorporated by reference:
(13) 1995 Annual Report to Stockholders
(b). Reports on Form 8-K.
There were no reports filed on Form 8-K for the year ended December
31, 1995.
Exhibit 13 1995 Annual Report to Stockholders
Filed with the Commission on March 5, 1996.
Exhibit 21
Subsidiary of the Registrant
Jurisdiction of
Name Incorporation
Dee Gee Footwear, Inc. Massachusetts
(This subsidiary was incorporated in 1991 and was inactive from 1991
through 1995.)
Exhibit 23
Independent Auditor's Consent
We consent to the incorporation by reference in this Form 10-KSB of
Daniel Green Company of our report dated February 6, 1996 (March 5, 1996
as to Note 7), appearing in the Annual Report to Stockholders of Daniel
Green Company for the year ended December 31, 1995.
Deloitte & Touche LLP
Deloitte & Touche LLP
Rochester, New York
March 26, 1996
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.
DANIEL GREEN COMPANY
(Registrant)
DATE: March 29, 1996 By: Warren J. Reardon III
Warren J. Reardon III,
President and Chief Executive Officer
By: Kevin C. Thompson
Kevin C. Thompson,
Treasurer
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 capacities and on the date indicated.
DIRECTORS
Edward Bloomberg Robert J. Donough
Edward Bloomberg Robert J. Donough
William L. Fay John B. French, Esq.
William L. Fay John B. French, Esq.
David T. Griffith Edward S. Heard
David T. Griffith Edward S. Heard
Gary E. Pflugfelder James R. Riedman
Gary E. Pflugfelder James R. Riedman
DATE: March 29, 1996
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