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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 27, 2003

 
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 No. 0-23204

 
 
BOSS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
              
58-1972066
(State or Other Jurisdiction of
Incorporation or Organization)
              
(I.R.S. Employer
Identification No.)
 
221 West First Street, Kewanee, Illinois
              
61443
(Address of Principal Executive Offices)
              
(Zip Code)
 

 
Registrant’s telephone number, including area code: (309) 852-2131

 
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, $0.25 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. [X]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [  ]  No [X]

The aggregate market value of the voting stock held by non-affiliates as of June 28, 2003 was approximately $5.4 million.

There were 1,919,634 shares of the Registrant’s common stock outstanding as of March 17, 2004.

INCORPORATION BY REFERENCE

Specified portions of the registrant’s definitive proxy statement for its 2004 Annual Meeting of Stockholders are incorporated by reference in Part III hereof.





FORWARD LOOKING STATEMENTS OR INFORMATION

Certain statements, other than statements of historical fact, included in this Annual Report, including, without limitation, the statements under “Current Developments”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are, or may be deemed to be, forward looking statements that involve significant risks and uncertainties, and accordingly, there is no assurance that these expectations will be correct. These expectations are based upon many assumptions that the registrant believes to be reasonable, but such assumptions ultimately may prove to be materially inaccurate or incomplete, in whole or in part and, therefore, undue reliance should not be placed on them. Several factors which could cause actual results to differ materially from those discussed in such forward looking statements include, but are not limited to: availability and pricing of goods purchased from international suppliers, unusual weather patterns which could affect domestic demand for the registrant’s products, pricing policies of competitors, investment results on funds invested in marketable securities by management, the ability to attract and retain employees in key positions and uncertainties and changes in general economic conditions. All subsequent forward-looking statements attributable to the registrant or persons acting on its behalf are expressly qualified in their entirety.

PART I

Item 1.    Business

As used in this report, the terms “Boss” and “Company” refer to Boss Holdings, Inc. (the Registrant), a Delaware corporation, and its operating subsidiaries. The Company’s primary operating subsidiary is Boss Manufacturing Company, a Delaware corporation (“BMC”), originally established in 1893.

The Company operates primarily in the work gloves and protective wear business segment. In addition, the Company conducts operations in the pet supplies business segment.

Work Gloves and Protective Wear

Through BMC, the Company imports, markets and distributes gloves, boots and rainwear products serving two primary markets — consumer and industrial. The consumer market represents approximately 60% of BMC domestic sales and consists of retailers ranging from convenience stores to mass merchandisers as well as hardware, and grocery stores. The industrial market, which accounts for the balance of sales in this segment, includes various commercial users of gloves and protective wear. These end-users include companies in the agricultural, automotive, energy, lumber and construction industries.

BMC primarily markets its products through distributors and manufacturer representatives. In addition, the Company sells directly through its own sales force to certain major retail customers. BMC products are sold predominantly to customers in the United States, with certain products also marketed in Canada.

The work gloves and protective wear market is intensely competitive with a high degree of price competition. In addition, a number of larger retailers have begun to import products directly in recent years. BMC competes on the basis of price, distribution service capabilities, quality and selection. Having participated in this segment for over 100 years, BMC and the Boss trade name are well known in the industry. The market for work gloves and protective wear is highly fragmented and served by a large number of domestic and foreign competitors ranging in size from small sole proprietorships to several companies substantially larger than BMC.

Sales in the work gloves and protective wear segment have historically exhibited seasonal fluctuations. Cold weather months generally provide increased sales while warm weather historically results in reduced sales activity. Because of this seasonality, glove and protective wear sales tend to be higher in the Company’s first and fourth quarters and lower during the second and third quarters.

BMC sells to a broad customer base approximating two thousand active accounts. Accordingly, BMC has relatively little dependence on any one customer. At the end of 2003, BMC had an open order backlog of approximately $1,475,000, up about $50,000 from the previous year.

The Company ceased domestic manufacturing operations during 2000 and is now primarily an importer and marketer. Finished goods in this segment are generally widely available from a number of suppliers in various

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countries. In recent years, pricing has declined due to excess foreign production capacity with supply exceeding demand for many of the Company’s products. However, the Company has occasionally experienced limitations in the supply of certain imported products. Availability of imported goods is further subject to interruptions in shipping as well as import/export documentation and clearing. The Company does not anticipate shortages of purchased goods for resale in 2004.

During the fourth quarter of 2002, the Company entered into a trademark license agreement with Caterpillar, Inc. under which the Company markets work gloves and rainwear under the CAT® trademark. Management developed a complete new line of CAT® products during 2003, completing the process in the fourth quarter. Though sales were minimal in 2003 due to the time required for product development and obtaining licensor approval, the Company believes that the CAT® trademark will provide additional sales opportunities while allowing the Company to introduce new products which are less sensitive to market pricing pressures.

The Boss logo is an important trademark of the Company which it vigorously defends in the market. In addition, BMC has various registered names and trademarks for specific products which the Company believes add substantial value in the sales and marketing efforts associated with this segment. Additional financial information on the work gloves and protective wear segment is included in the “Notes to Consolidated Financial Statements” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Pet Supplies

The Company operates in the pet supplies segment through two subsidiaries. The Warren Pet (“Warren”) division of the Company’s Boss Manufacturing Holdings, Inc. subsidiary imports, markets and distributes a comprehensive line of non-food pet supplies to various retail outlets. Products in this line include dog and cat toys, collars and leads, chains and rawhide products. Warren markets its product line primarily to discount and hardware retailers utilizing a network of regional distributors.

Boss Pet Products, Inc. (“Boss Pet”), a wholly owned subsidiary of BMC imports, markets and distributes pet cable, restraints, shampoos and other pet chemicals. The Company acquired this business through the purchase of certain assets from RocCorp, Inc. during the fourth quarter of 2002. Boss Pet markets its products primarily to pet supply specialty retailers under the Prestige brand name. In addition, Boss Pet sells products to discount retailers under various privately labeled brand names. Essentially all sales in this segment are within the United States.

The pet supplies industry is extremely competitive. A small group of companies including Hartz Mountain Corporation and Sergeant’s Pet Care Products, Inc. dominate the industry. The Company competes primarily in selected market niches by focusing on customer service, specialized marketing, unique products and competitive pricing.

Sales in the pet supplies segment have historically exhibited seasonal fluctuations. Spring and summer months tend to generate higher sales at retail as consumers spend time outdoors with their pets during warm weather months. Cold weather months generally produce lower sales at retail. Because of this seasonality, pet supply sales tend to be higher in the Company’s first and second quarters, with sales declining through the third and fourth quarters.

The Company generally has multiple sources of supply for substantially all of its product requirements in this segment. Finished goods purchased have generally been readily available in sufficient quantities. However, the pet supplies segment is subject to the same potential for product interruptions noted in the work gloves and protective wear segment. Because of the seasonality in this segment, the open order backlog was not material at the end of 2003 or 2002.

Additional financial information on the pet supplies segment is included in the “Notes to Consolidated Financial Statements” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Environmental Matters

The Company is subject to various federal, state and local regulations concerning the environment. Efforts to maintain compliance with such regulations have not required expenditures material to the Company’s overall operating performance or financial condition.

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Employees

As of December 27, 2003, Boss employed approximately 124 full-time associates, essentially unchanged from the previous year. The Company employed no union employees at the end of 2003. Approximately 115 associates were located in the United States with 9 located in Canada at year-end.

The Company believes its employee relations are excellent as evidenced by relatively low turnover rates at most facilities. However, attracting and retaining employees has proven more difficult in recent years. The Company’s past success in this area cannot assure attainment of future employment objectives.

Available Information

Information concerning the Company and its products can be obtained from its Internet website at www.bossgloves.com. The Company’s public financial reports and insider trading reports can be accessed under the “Boss Holdings, Inc.” subsection of the website area titled “Company Information”.

Item 2.    Properties

The following table shows the location, general character, square footage, approximate annual rent and lease expiration date of the principal operating facilities owned or leased by the Company as of December 27, 2003. The principal executive offices are located in Kewanee, Illinois.

Location
         City
     General Character
     Square
Feet
     Annual
Rent
     Lease
Expiration
Br. Columbia,
Canada
              
Vancouver
    
Distribution
          5,600           $ 9,000        
Month-to-month
Illinois
              
Kewanee
    
Administrative Office
          10,200           $ 0         
Owned
Illinois
              
Kewanee
    
Distribution & Administration
          147,000           $ 0         
Owned
Illinois
              
Kewanee
    
Distribution
          70,000           $ 0         
Owned
Illinois
              
Kewanee
    
Distribution — Pet Supplies
          19,000           $ 0         
Owned
Illinois
              
Springfield
    
Available for Sale
          80,000           $ 0         
Owned
Ontario, Canada
              
Concord
    
Distribution & Administration
          11,150           $ 48,000        
3/31/2006
Ohio
              
Brunswick
    
Manufacturing, Distribution &
Admin — Pet Supplies
          30,000           $ 80,000        
6/30/2004
 

The Company acquired two additional buildings in Kewanee, Illinois during 2003 and moved the products previously stored in Springfield, Illinois to these new facilities during the third quarter of the year. The Springfield building has been listed for sale since that time. The above properties not designated as used in the pet supplies segment or available for sale are predominantly used in the work gloves and protective wear segment. The Company believes its facilities provide adequate distribution capacity to provide for anticipated demand. Utilization of the various facilities fluctuates significantly during the year based on order and inventory levels. The Company considers its properties to be adequate to meet expected business requirements.

Item 3.    Legal Proceedings

The Company is a party to various legal actions incident to the normal operations of its business. These lawsuits primarily involve claims for damages arising out of commercial disputes. The Company has been named as a defendant in several lawsuits alleging past exposure to asbestos contained in gloves manufactured or sold by one of the Company’s predecessors-in-interest, all of which actions are being defended by one or more of the Company’s general liability or products liability insurers. Management believes the ultimate disposition of these matters should not materially impair the Company’s consolidated financial position or liquidity.

Item 4.    Submission of Matters to a Vote of Security Holders

The Company submitted no matters for security holder voting during the fourth quarter of 2003.

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PART II

Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock (symbol: BSHI) currently is listed on the Over-the-Counter (OTC) Bulletin Board. The Company’s common stock is not listed on any national stock exchange or on NASDAQ. The OTC Bulletin Board is a regulated quotation service that displays real-time quotes, last-sale prices and volume information for non-listed (over-the-counter) equity securities. The OTC Bulletin Board is a reporting system for participating market makers, not an issuer listing service, and should not be confused with the NASDAQ Stock Market. Participating market makers in the bulletin board system enter quotes and trade reports on a closed computer network and the information is made publicly available through numerous websites and other locations. The OTC Bulletin Board is distinct from the “pink sheets” published by the National Quotation Bureau which also report on transactions in non-listed equity securities.

Stockholders of record at February 27, 2004 numbered approximately 1,571. The Company has not paid cash dividends on its Common Stock in the past and currently plans to retain earnings, if any, for business development and expansion.


 
         Quarterly Stock Prices
    

 
         First
Quarter
     Second
Quarter
     Third
Quarter
     Fourth
Quarter
2003 — High bid
                 $ 3.90           $ 4.80           $ 5.00           $ 5.26   
2003 — Low bid
                 $ 3.20           $ 3.45           $ 4.15           $ 4.81   
2002 — High bid
                 $ 1.90           $ 4.55           $ 4.20           $ 3.90   
2002 — Low bid
                 $ 1.55           $ 1.90           $ 3.70           $ 3.50   
 

There were no repurchases of common stock during the three months ended December 27, 2003.

4



Item 6.    Selected Financial Data

The following table contains selected consolidated financial data for the five year period ended December 27, 2003 as derived from the consolidated financial statements of the Company. This table should be read in conjunction with “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and the Company’s audited Consolidated Financial Statements and Notes thereto appearing elsewhere herein.

Consolidated Balance Sheet Data


 
         As of
    

 
         12/27/03
     12/28/02
     12/29/01
     12/30/00
     12/25/99

 
         (Amounts in thousands, except per share data)
 
    
Working capital
                 $ 18,890           $ 18,167           $ 17,486           $ 18,434           $ 14,332   
Total assets
                    26,798              24,531              23,164              25,462              26,292   
Long-term debt, including current portion
                    3,183              1,462              2,377              4,608              2,870   
Stockholders’ equity
                    20,856              20,220              18,591              17,715              17,690   
 

Consolidated Statement of Operations Data


 
         Year Ended
    

 
         12/27/03
     12/28/02
     12/29/01
     12/30/00
     12/25/99
Net sales
                 $ 35,932           $ 33,488           $ 33,737           $ 36,429           $ 36,024   
Cost of sales
                    21,832              20,742              21,591              24,471              25,767   
Gross profit
                    14,100              12,746              12,146              11,958              10,257   
Operating expenses
                    13,683              11,830              11,817              11,914              12,047   
Gain (loss) from asset sales/writedowns
                                                                            (1,100 )  
Operating earnings (loss)
                    417               916               329               44               (2,890 )  
Interest income
                    62               97               77               166               103    
Interest expense
                    (149 )             (113 )             (298 )             (351 )             (515 )  
Other income (expense)
                    305               847               588               217               1,164   
Net earnings (loss) before income taxes
                    635               1,747              696               76               (2,138 )  
Income tax benefit (expense)
                    (7 )             (40 )             89               (42 )             (18 )  
Net earnings (loss)
                 $ 628            $ 1,707           $ 785            $ 34            $ (2,156 )  
Basic earnings (loss) per share
                 $ .32            $ .88            $ .41            $ .02            $ (1.11 )  
Diluted earnings (loss) per share
                 $ .30            $ .82            $ .41            $ .02            $ (1.11 )  
 

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Contents

This item of the annual report on Form 10K is divided into the following sections:

•  
  Executive Summary — Provides a brief overview of the year’s results and known uncertainties expected to have an effect on future results.

•  
  Critical Accounting Policies — Discusses the accounting policies which management believes are the most essential to aid in understanding the Company’s financial results.

•  
  Results of Operations — Analyzes the Company’s financial results comparing sales, operating margins and expenses to prior periods including management’s expectation of trends and uncertainties on future results.

•  
  Liquidity and Capital Resources — Analyzes the Company’s cash flow from operating, investing and financing activities and further discusses the Company’s current and projected liquidity.

•  
  Inflation — Reviews the impact of inflation on the Company’s reported results.

•  
  Market Risk — Discusses the Company’s exposure to market risk sensitive instruments commonly referred to as derivatives.

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Executive Summary

Boss reversed its recent negative sales trend in 2003, with consolidated sales of $35,932,000 up over 7% from 2002. This growth in sales was attributable to revenues from the Boss Pet operation acquired in the fourth quarter of 2002 and increased sales in the domestic industrial market of the work gloves and protective wear segment. Selling prices continued to decline during the year in the Company’s primary work gloves and protective wear segment following the trend of the past several years.

Though selling prices trended lower during 2003, margins increased slightly because of lower costs on many imported products. However, the cost of imported finished goods began to stabilize in the second half of the year and is expected to increase during 2004. With sales and margins up in 2003, Boss increased its gross profit to $14,100,000, up over 10% from the prior year. This represents the Company’s highest gross profit level in over 5 years.

Boss made two major investments in 2003. First, the Company incurred various costs in developing a line of CAT® gloves and rainwear, after securing a licensing agreement to market CAT® branded products in the fourth quarter of 2002. This line was completed in the fourth quarter of 2003.

The second major investment of 2003 involved the purchase of new warehousing facilities in close proximity to the Company’s current headquarters and primary distribution center in Kewanee, Illinois. This allowed a consolidation of certain distribution and warehousing activities which should promote efficiency, improve customer service and generate future cost savings.

Due in part to the investments noted above and costs associated with the new Boss Pet subsidiary, operating expenses increased over 15% in 2003 compared to the previous year, more than offsetting the favorable impact of higher sales and improved margins. As a result, the Company’s operating earnings declined to $417,000 in 2003, with net earnings after tax totaling $628,000, or $0.30 per share on a diluted basis.

Looking ahead to 2004, management anticipates several key factors to impact the upcoming year’s results. These factors include the cost of imported finished goods, market acceptance of new CAT® products, customer retention and expansion efforts in each of Boss’s business segments, and the trend toward increased operating expenses. Each of these will be further discussed in the following sections. In summary, management anticipates cost increases on imported goods to put pressure on margins during the year, though revenues should continue to increase on higher selling prices and sales of CAT® branded products. The increased operating costs associated with being a publicly held company and margin pressure from expected cost increases are likely to minimize the favorable impact of expected sales growth in 2004.

 
Critical Accounting Policies

The discussion and analysis of financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Preparation of these financial statements requires management to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Significant accounting policies which management believes are the most critical to aid in fully understanding and evaluating the Company’s reported financial results include the following:

 
Revenue Recognition

The Company recognizes revenue from product sales at the time of shipment and passage of title. Management records estimated reductions to revenue for customer programs and incentive offerings including special pricing agreements, promotions and other volume-based incentives. Management periodically reviews the balance in the associated accrued promotional liability in relation to amounts charged and the current accrual rate. In addition, the Company maintains a schedule of allowances earned for all major customers to ensure accrued allowances are materially accurate.

 
Accounts Receivable

Management performs ongoing customer credit evaluations and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by review of available credit information. The

6



Company’s estimate for its allowance for doubtful accounts related to trade receivables is based on two methods. The amounts calculated from each of these methods are evaluated to determine the total amount reserved. First, the Company evaluates specific accounts on which available information indicates that the customer may have an inability to meet its financial obligations. In these cases, based on the best available facts and circumstances, the Company records a specific reserve for that customer against amounts due to reduce the receivable to the amount that is expected to be collected. Second, a general reserve is established for all customers based on a range of percentages applied to aging categories. The Company has consistently applied these percentages for a number of years and management believes the results adequately provide for expected unrecoverable accounts. However, should circumstances change, for example an unexpected material adverse change in a major customer’s ability to meet its financial obligation to the Company, management’s estimate of the recoverability of amounts due the Company could be reduced by a material amount.

 
Inventories

Inventories are stated at the lower of cost or market value. Cost is principally determined by the first-in, first-out method using a standard cost system. To facilitate up-to-date costing in the current rapidly changing environment, standards are updated upon receipt of goods when the cost of the goods received represents a material change from the current standard. Inventory gains and losses associated with these standard cost changes are amortized in an effort to match the impact of such gains and losses with the associated impact on margin recorded in the statement of income. Management periodically reviews inventory quantities on hand and records a provision for excess, slow-moving and obsolete inventory based primarily on forecasted product demand. As of December 27, 2003, the inventory valuation allowance totaled approximately $630,000. Should forecasted product demand prove inaccurate, the Company may be unable to realize the recorded value of certain products included in inventory.

 
Deferred Taxes

The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. Because of substantial losses in prior years, primarily during the years 1995 through 1997, the Company has available net operating loss (“NOL”) carryforwards of $33,726,000.

Accounting principles generally accepted in the United States require the recording of a valuation allowance against the net deferred tax asset associated with this NOL and other timing differences if it is “more likely than not” that the Company will not be able to utilize the NOL to offset future taxes. Due to the size of the NOL carryforward in relation to the Company’s taxable income in recent years and to the continuing uncertainties surrounding future operating earnings because of changing prices, expected margin pressure, increased operating expenses and uncertain profitability from the Company’s new product line and new subsidiary, management has not recognized any of its net deferred tax asset. Because this asset has been offset by a valuation allowance, the Company currently provides for income taxes only to the extent of expected cash payments of taxes, primarily state income taxes, for current income.

Should the Company’s earnings trend cause management to conclude that it is more likely than not the Company will realize all or a material portion of the NOL carryforward, management would record the estimated net realizable value of its deferred tax asset at that time. The Company would then provide for income taxes at a rate equal to its combined federal and state effective rates, which would approximate 39% under current tax rates. Subsequent revisions to the estimated net realizable value of the deferred tax asset could cause the provision for income taxes to vary significantly from period to period, although the Company’s cash tax payments would remain unaffected until complete utilization of the NOL benefit.

Results of Operations

 
Sales

Sales by Segment $(000)
         2003
     2002
     2001
Work Gloves & Protective Wear
                    30,054              30,102              30,546   
Pet Supplies
                    5,158              2,633              2,301   
Corporate & Other
                    720               753               890    
Total Sales
                    35,932              33,488              33,737   
 

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2003 Compared to 2002

Consolidated sales for the year ended December 27, 2003 totaled $35,932,000, up $2,444,000, or 7.3%, from 2002 following two years of declining sales. This sales growth was attributable to the pet supplies segment, while sales in the Company’s other segments declined slightly.

Sales in the pet supplies segment increased $2,525,000 in 2003 compared to the prior year and represented 14.4% of consolidated sales. This sales growth was attributable to the Boss Pet acquisition completed in the fourth quarter of 2002. Boss Pet sales totaled approximately $2,825,000 in its first complete year of operation for the Company, in line with management’s objective. The Company completed the assimilation of this operation with minimal customer loss to date. By importing certain goods to compete with lower selling prices and focusing on new sales opportunities, Boss Pet successfully obtained new customer commitments in the fourth quarter of 2003 which should result in increased sales for 2004.

Boss Pet sales consisted primarily of pet restraints in 2003. This subsidiary has developed additional chemical and shampoo products to broaden its product line, though competition in these areas is very intense increasing the difficulty of achieving sales expansion in these lines. Warren sales were essentially unchanged during 2003 as better than expected fourth quarter sales offset reduced volume earlier in the year. Management anticipates limited sales growth in 2004 at Warren, with greater growth potential for Boss Pet which serves more traditional pet supplies markets.

Sales in the Company’s primary work gloves and protective wear segment declined 0.2% in 2003 compared to the prior year. Though down in total for this segment, sales in the domestic industrial market increased 6.7% despite further reductions in selling prices during the year. Unit volume increased in line with the revenue increase as higher sales of more expensive goods, particularly rainwear, offset the impact of lower selling prices.

Boss engaged additional manufacturer’s representative groups to increase coverage in certain geographical areas and also utilized a west-coast warehouse facility available from one such group to increase its presence in the western region. These actions helped to facilitate industrial sales growth, but also increased commission and warehousing expense. Boss increased industrial market penetration during the year adding a number of new customers with minimal attrition of