SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2002
[_] 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 0-774
DANIEL GREEN COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 15-0327010
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
450 North Main Street, Old Town, Maine 04468
(Address of Principal Executive Offices) (Zip Code)
(207) 827-4431
(Registrant's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if
Changed Since Last Report)
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 [_] No [_]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [_] No [_]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT APRIL 3, 2002
Common, $2.50 par value 2,090,777
DANIEL GREEN COMPANY
INDEX
Page
Number
Index..........................................................................1
PART I - Financial Information
Consolidated Balance Sheets, Assets
March 31, 2002 and December 31, 2001..................................2
Consolidated Balance Sheets, Liabilities & Stockholders' Equity
March 31, 2002 and December 31, 2001..................................3
Consolidated Statements of Operations for the three months ended
March 31, 2002 and 2001..............................................4
Consolidated Statements of Cash Flows for the three months ended
March 31, 2002 and 2001...............................................5
Notes to Consolidated Financial Statements.....................................6
Management Discussion & Analysis of Financial Condition and Results
of Operations.........................................................9
PART II - Other Information...................................................10
2
DANIEL GREEN COMPANY
Consolidated Balance Sheets
ASSETS
March 31, December 31,
2002 2001
(Unaudited) (*)
----------- -----------
Current Assets:
Cash $ 358,614 $ 1,161,101
Accounts Receivable, trade
less allowances of $990,156 in 2002
and $1,468,000 in 2001 9,157,751 8,197,086
Deferred Income Tax Asset 636,470 636,470
Finished Goods Inventories, at lower of
cost (FIFO) or market: 8,344,658 10,453,420
Notes Receivable 1,745,006 1,577,698
Other Current Assets 485,633 204,162
----------- -----------
Total Current Assets 20,728,132 22,229,937
Property, plant & equipment:
Real Estate and Water Power, at cost 1,628,581 1,628,581
Machinery & Equipment at cost 854,595 754,595
----------- -----------
2,483,176 2,383,176
Less: Accumulated Depreciation 658,967 625,887
----------- -----------
Property, plant & equipment, net 1,824,209 1,757,289
Other Assets:
Other Assets, net 209,762 251,528
Goodwill, net 1,645,476 1,645,476
Other Receivable 1,693,103 1,693,103
----------- -----------
Total Other Assets 3,548,341 3,590,107
----------- -----------
Total Assets $26,100,682 $27,577,333
=========== ===========
(*) Derived from audited consolidated financial statements.
See notes to consolidated financial statements.
3
DANIEL GREEN COMPANY
Consolidated Balance Sheets
LIABILITIES & STOCKHOLDERS' EQUITY
March 31, December 31,
2002 2001
(Unaudited) (*)
------------ ------------
Current Liabilities:
Notes Payable, line of credit $ 5,850,365 $ 8,200,365
Notes Payable, current 3,608,952 4,016,485
Accounts Payable, trade 2,530,567 1,586,384
Liability to former stockholder 1,805,951 1,805,951
Income Tax Payable 393,206 15,447
Other Accrued Liabilities 808,601 1,248,407
------------ ------------
Total Current Liabilities 14,997,642 16,873,039
Deferred Income Taxes 641,090 641,090
Notes Payable, non-current 2,405,285 2,611,645
------------ ------------
Total Other Liabilities 3,046,375 3,252,735
------------ ------------
Total Liabilities 18,044,017 20,125,774
Stockholders' Equity:
Common Stock 5,224,065 5,224,065
Paid-in-excess of par value 2,088,977 2,088,977
Retained Earnings 3,281,266 2,676,162
------------ ------------
10,594,308 9,989,204
Less: Treasury Stock (2,537,645) (2,537,645)
------------ ------------
Total Stockholders' Equity 8,056,663 7,451,559
------------ ------------
Total Liabilities & Stockholders'
Equity $ 26,100,682 $ 27,577,333
============ ============
(*) Derived from audited consolidated financial statements.
See notes to consolidated financial statements.
4
DANIEL GREEN COMPANY
Consolidated Statements of Operations
(Unaudited)
March 31, March 31,
2002 2001
----------- -----------
Net Sales $10,793,129 $10,917,492
Costs and Expenses
Cost of Goods Sold 6,960,609 6,940,772
Selling, General &
Administrative 2,592,376 3,104,360
Interest Expense 231,638 491,771
----------- -----------
Total Costs and Expenses 9,784,623 10,536,903
Income before Income Tax
Expense 1,008,506 380,589
Income Tax Expense 403,402 156,235
----------- -----------
Net Income $ 605,104 $ 224,354
=========== ===========
Net Income (Loss) per Share:
Basic $ 0.39 $ 0.14
Diluted $ 0.33 $ 0.14
Shares Outstanding:
Basic 1,566,051 1,571,316
Diluted 1,889,173 1,572,124
See notes to consolidated financial statements.
5
DANIEL GREEN COMPANY
Consolidated Statements of Cash Flows
(Unaudited)
For the Three Months Ended
March 31, March 31,
2002 2001
----------- -----------
Operating Activities:
Net Income $ 605,104 $ 224,354
Adjustments to reconcile net income
to net provided by operating activities:
Depreciation and amortization 74,847 229,831
Changes in assets & liabilities:
(Increases) decreases in:
Accounts Receivable, trade (960,665) 3,080,872
Finished Goods Inventories 2,108,762 (533,065)
Other Current Assets (281,471) 39,489
Other Assets (167,308) 0
Increases (decreases) in:
Accounts Payable, trade 944,184 (822,399)
Other Accrued Liabilities (439,806) 494,020
Income Taxes Payable 377,759 (723,616)
----------- -----------
Net cash provided by
Operating Activities 2,261,406 1,989,486
Investing Activities:
Purchase of property & equipment (100,000) 0
----------- -----------
Net cash used in Investing Activities (100,000) 0
Financing Activities:
Net Paydown on Line of Credit (2,350,000) 0
Net Paydown of Notes Payable (613,893) 846,646
Purchase of Treasury Stock 0 (33,426)
----------- -----------
Net Cash Provided (Used) in
Financing Activities (2,963,893) 813,220
----------- -----------
Net Increase (Decrease) in Cash (802,487) 2,802,706
Cash at Beginning of Period 1,161,101 1,395
----------- -----------
Cash at End of Period $ 358,614 $ 2,804,101
=========== ===========
6
DANIEL GREEN COMPANY
Notes to Consolidated Financial Statements
Note 1.
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain adjustments, all of which are of a normal and
recurring nature, necessary to present fairly the financial position as of March
31, 2002 and the results of operations and cash flows for the three months then
ended. The results of operations for the three months ended March 31, 2002 are
not necessarily indicative of the results to be expected for the full year.
Note 2.
The accounting policies used in preparing these statements are the same as
those used in preparing the Company's consolidated financial statements for the
year ended December 31, 2001. These condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's annual report to stockholders for the
year ended December 31, 2001.
Note 3.
Effective January 1, 2002, the Company adopted the provisions of Statement
of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 142 discontinues the practice of amortizing goodwill and
indefinite-lived intangible assets and initiates an annual review for
impairment. Impairment would be examined more frequently if certain indicators
are encountered. Intangible assets with a determinable useful life will continue
to be amortized over their useful lives. SFAS No. 142 applies to goodwill and
intangible assets acquired after June 30, 2001.
Goodwill amortization totaling $111,472 for the quarter ended March 31, 2001 was
not recognized in the quarter ended March 31, 2002. There was no impact of
impairment during the quarter ended March 31, 2002. The following summary
presents unaudited pro-forma consolidated results of operations as if SFAS No.
142 had been adopted at the beginning of 2001 and includes an adjustment for the
amount of goodwill amortization. The pro-forma results are for illustrative
purposes only.
Quarter Ended March 31, 2001
In thousands, except for per share amounts (unaudited)
Reported net income $ 224
Add back: goodwill amortization 111
-------
Adjusted net income $ 335
-------
Basic and Diluted Earnings per Share:
Reported earnings per share $ .14
Add back: goodwill amortization .07
-------
Adjusted earnings per share $ .21
-------
Note 4:
In addition to shares outstanding held by the public, the Company's defined
contribution 401(k) savings plan holds approximately 390,000 shares which were
issued during 2001 in connection with the termination of the defined benefit
pension plan. These shares, while eligible to vote, are classified as treasury
stock and therefore are not outstanding for purpose of determining per share
earnings until the time that such shares are vested in employee accounts. This
vesting is occurring over the course of the next six years. For basic income per
share in 2002, the shares outstanding include the weighted average number of
issued common shares, 2,089,626, less the shares held in treasury, 523,575. For
diluted income per share in 2002, the shares outstanding include the
aforementioned shares for basic income per share as well as dilutive stock
options and the effect of convertible debt totaling 323,122 shares.
7
DANIEL GREEN COMPANY
Management Discussion & Analysis of Financial Condition and
Results of Operations
Three Months Ended March 31, 2002 compared to Three Months Ended March 31, 2001:
Net sales for the first quarter of 2002 were $10.8 million compared to $10.9
million for the same period in the prior year. Net sales in the first quarter of
2001 included $1 million in sales generated by previously divested brands. The
growth rate in the Trotters(R) and SoftWalk(R) brands in the first quarter of
2002 vs. the first quarter of 2001 was approximately 9%.
Gross profits in the first quarter of 2002 were $3.8 million or 35.5% of net
sales as compared to $3.9 million or 36.4% of net sales in the first quarter of
2001.
Selling, general and administrative expenses decreased to 24% of net sales or
$2.6 million for the quarter ended March 31, 2002, as compared to 28.4% or $3.1
million for the same quarter in fiscal 2001. The costs in 2001 include amounts
associated with supporting the sales of the previously divested brands.
During the first quarter of 2002, interest expense decreased by 47% to $232,000
as compared to $492,000 in the same period in 2001. Management anticipates that
a further reduction in interest expense will be achieved in subsequent quarters.
In the first quarter of 2002, the interest expense includes $28,125 related to a
note paid on April 11, 2002 and $45,000 relating to non-recurring costs
associated with financing inventory purchases.
The Company's effective tax rate for the first quarter of 2002 is 40% as
compared to 41% in the first quarter of 2001.
During what has been described as a "very tough" early spring season by the
industry, both Trotters(R) and SoftWalk(R) brands of the Company have continued
to perform well at retail. This is a result of our brands maintaining a focused
channel of distribution, growing the business with non-promotional retailers.
Our order backlog position is currently running ahead of last year's results.
8
Liquidity and Capital Resources
As of March 31, 2002 Daniel Green Company had working capital of $5,730,490 vs.
working capital of $5,356,898 at December 31, 2001. Working capital may vary
from time to time as a result of seasonal requirements which are heightened
during the first and third quarters, the timing of factory shipments and the
need to increase inventories and support an in-stock position in anticipation of
customers' orders, and the timing of accounts receivable collections.
The consolidated statement of cash flows for the first quarter of 2002 shows a
decrease of cash since December 31, 2001. Net cash provided by operations was
$2,261,406, primarily due to the decrease in inventories. Net cash used in
financing activities, to pay down the line of credit and notes, was $2,963,893.
At the end of the first quarter of 2002, bank indebtedness was $11.1 million, a
decrease of $3 million from the balance as of December 31, 2001. At the end of
the first quarter of 2001, the bank indebtedness consisted of: line of credit
balance, current of $5,850,000, notes payable current of $2,859,000 and notes
payable non-current of $2,405,000. In addition, other indebtedness includes a
liability relating to the dissenting shareholders of Penobscot of $1,805,951 and
a convertible note for $750,000 which was converted in April, 2002.
In the first quarter of 2002 the Company entered into a new loan agreement with
its existing bank. The new terms of the agreement were used to determine the
current and non-current portions of its long-term debt as of March 31, 2002. The
loan agreement consists of a revolving line of credit ("revolver"), a term loan
facility in the amount of $3,000,000, a supplemental loan facility in the amount
of $929,762 and a bridge loan in the amount of $1,500,000. Under the terms of
the new agreement, the borrowing base for the revolver is based on certain
balances of accounts receivable and inventory, as defined in the agreement. The
maximum credit amount under the revolver is $12,500,000 minus a $1.7 million
letter of credit available for the dissenting Penobscot shareholders, and will
be decreased to $11,000,000 on July 20, 2002. The revolver expires on December
20, 2005 and has an interest rate of LIBOR plus 225 basis points (LIBOR was
1.87% on March 31, 2002). Effective January 1, 2003, the interest rate ranges
from LIBOR plus 175 to 300 basis points depending on the level of the Company's
debt to earnings ratio. The revolver is secured by
9
accounts receivable, inventory and equipment. The term loan is payable through
December 20, 2005 and is also secured by accounts receivable, inventory and
equipment. The supplemental loan facility is due in 2002 and the bridge loan is
due in full on June 30, 2002. The term loan is subject to similar interest rate
changes as the revolver.
The Company must meet certain restrictive financial covenants as agreed upon in
the facility. Depending on the Company's future growth rate, funds may be
required by operating activities. Management is not aware of any known demands,
commitments, or events that would materially affect its liquidity. With
continued use of its revolving credit facility and internally generated funds,
the Company believes its present and currently anticipated sources of capital
are sufficient to sustain its anticipated capital needs for the remainder of
2002.
The principal market risk to which the Company is exposed is interest rates. The
Company is exposed to interest rate risk primarily through its borrowing
activities. Management's strategy for managing this risk associated with
interest rate fluctuations is to hold interest bearing debt to the minimum and
carefully assess the risks and rewards for incurring long-term debt.
Notes Regarding Forward-Looking Statements and Analyst Reports
"Forward-looking statements", within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Act"), include certain written and oral
statements made, or incorporated by reference, by the Company or its
representatives in this report, other reports, filings with the Securities and
Exchange Commission (the "S.E.C."), press releases, conferences or otherwise.
Such forward-looking statements include, without limitation, any statement that
may predict, forecast, indicate, or imply future results, performance, or
achievements, and may contain the words "believe", "anticipate", "expect",
"estimate"' "intend", "plan", "project", "will be", "will continue", "will
likely result", or any variations of such words with similar meaning. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict; therefore,
actual results may differ materially from those expressed or forecasted in any
such forward-looking statements. Investors should carefully review the risk
factors set forth in other reports or documents the Company files with the
S.E,C., including Forms 10-Q, 10-K, and 8-K. Some of the other risks and
uncertainties that should be considered include, but are not limited to, the
following: international, national and local general economic and market
conditions; the inability to source the Company's products because of adverse
political and economic factors or the imposition of trade or duty restrictions;
changing consumer preferences; changing fashion trends; intense competition from
other footwear brands; demographic changes; popularity of particular designs and
products; seasonal and geographic demand for the Company's products;
fluctuations and difficulty in forecasting operating results, including without
limitation, the ability of the Company to continue, manage and forecast its
growth and inventories; risk of unavailability or price increase in raw
materials needed to make the Company's products; new product development and
commercialization; the ability to secure and protect trademarks; performance and
reliability of products; customer service; adverse publicity; the loss of
significant customers or suppliers; increase cost of freight and transportation
to meet delivery deadlines; changes in business strategy or development
10
plans; general risks of doing business outside the United States, including
without limitation, import duties, quotas, tariffs, and political and economic
instability; changes in government regulation; liability and other claims
asserted against the Company; the ability to attract and retain qualified
personnel; the risk of the Company's customers filing bankruptcy and other
factors referenced or incorporated by reference in this report and other
reports.
The Company operates in a very competitive and rapidly changing environment. New
risk factors can arise and it is not possible for management to predict all such
risk factors, nor can it assess the impact of all such risk factors on the
Company's business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any
forward-looking statements. Given these risks and uncertainties, investors
should not place undue reliance on forward-looking statements.
Investors should also be aware that while the Company does, from time to time,
communicate with securities analysts, it is against the Company's policy to
disclose to them any material non-public information or other confidential
commercial information. Accordingly, investors should not assume that the
Company agrees with any statement or report issued by any analyst irrespective
of the content of the statement or report. Furthermore, the Company has a policy
against issuing or confirming financial forecasts or projections issued by
others. Thus, to the extent that reports issued by securities analysts contain
any projections, forecasts or opinions, such reports are not the responsibility
of the Company.
The Company undertakes no obligation to release publicly the results of any
revisions to these forward looking statements that may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
11
Part II - Other Information
1. Legal Proceedings - None.
2. Changes in Securities - None.
3. Default upon Senior Securities - None.
4. Submission of matters to a vote of security holders. - None
5. Other Information - None.
6. Exhibits and Reports on Form 8K - None.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto, duly authorized.
DANIEL GREEN COMPANY
Registrant
Date: May 6, 2002 /s/ Robert M. Pereira
--------------- ------------------------------
Robert M. Pereira
Chief Financial Officer
/s/ James R. Riedman
------------------------------
James R. Reidman
Chief Executive Office