WELLCO ENTERPRISES INC
10-Q, 1995-05-15
FOOTWEAR, (NO RUBBER)
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                                 FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

     (X) QUARTERLY  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: April 1, 1995

COMMISSION FILE NUMBER:  1-5555

                            WELLCO ENTERPRISES, INC.
               (Exact name of registrant as specified in charter)

     NORTH CAROLINA                      56-0769274
(State of Incorporation)    (I.R.S. Employer Identification No.)

          Georgia Ave. & Pine St., P.O. Box 188, Waynesville, NC 28786
                    (Address of Principal Executive Office)


Registrant's telephone number, including area code 704-456-3545

         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 .

         884,806 shares of $1 par value common stock were outstanding on May 12,
1995.



<PAGE>
                                       1





                         PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements



















                            WELLCO ENTERPRISES, INC.

             CONSOLIDATED FINANCIAL STATEMENTS FILED WITH FORM 10-Q
                   FOR THE FISCAL QUARTER ENDED APRIL 1, 1995










The attached unaudited  financial  statements reflect all adjustments which are,
in the  opinion of  management,  necessary  to reflect a fair  statement  of the
financial  position,  results  of  operations,  and cash  flows for the  interim
periods presented. All significant adjustments are of a normal recurring nature.







<PAGE>
                                       2




                                       





                               WELLCO ENTERPRISES, INC.
                             CONSOLIDATED BALANCE SHEETS
                           APRIL 1, 1995 AND JULY 2, 1994
                                   (in thousands)

                                       ASSETS
<TABLE>
<CAPTION>

                                                       (unaudited)
                                                          APRIL 1,      JULY 2,
                                                              1995         1994
                                                         ---------    ---------
<S>                                                      <C>          <C>   

CURRENT ASSETS: ......................................       
    Cash .............................................   $   2,050    $   2,528
    Marketable Securities,current
       (Notes 1 and 2) ...............................       2,204        2,894
    Receivables ......................................       2,886        4,400
    Inventories-
    Finished goods ...................................       1,071          734
    Work in process ..................................       1,488        1,183
    Raw materials ....................................       1,345        1,605
                                                         ---------    ---------
       Total .........................................       3,904        3,522
    Deferred taxes and prepaid .......................         404          354
      expenses .......................................   ---------    ---------     
    Total ............................................      11,448       13,698
                                                         ---------    ---------
MARKETABLE SECURITIES,non-current
    (Notes 1 and 3) ..................................       3,554        4,794

INVESTMENT IN AFFILIATE (Note 4) .....................       5,488

MACHINERY LEASED TO LICENSEES
    (less accumulated
    depreciation of
    $1,394 and $1,337) ...............................         125          182
PROPERTY, PLANT AND EQUIPMENT:
    Land .............................................         107          107
    Buildings ........................................         774          774
    Machinery and equipment ..........................       2,325        2,190
    Furniture and automobiles ........................         392          337
    Leasehold Improvements ...........................          63           63
    Total cost .......................................       3,661        3,471
                                                         ---------    ---------
    Less accumulated depreciation
    and
       amortization ..................................      (2,634)      (2,474)
                                                         ---------    ---------
    Net ..............................................       1,027          997
INTANGIBLE ASSETS:
    Excess of cost over net
    assets of
       subsidiary at acquisition .....................         228          228
    Intangible pension asset .........................         575          575
                                                         ---------    ---------
    Total ............................................         803          803
DEFERRED TAXES .......................................         350          521
                                                         ---------    ---------
TOTAL ................................................   $  22,795    $  20,995
                                                         =========    =========
</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>
                                       3




                               WELLCO ENTERPRISES, INC.
                            CONSOLIDATED BALANCE SHEETS
                           APRIL 1, 1995 AND JULY 2, 1994
                                   (in thousands)

                               LIABILITIES AND EQUITY
<TABLE>
<CAPTION>

                                                        (unaudited)
                                                           APRIL 1,      JULY 2,
                                                               1995        1994
<S>                                                        <C>         <C>    

CURRENT LIABILITIES:
     Short-term borrowing from bank ....................   $     20    $     20
     Accounts payable ..................................      2,086       1,825
     Accrued compensation ..............................        743         810
     Accrued pension ...................................         95         120
     Accrued income taxes ..............................          6         353
     Other liabilities .................................        225         218
                                                           --------    --------
         Total .........................................      3,175       3,346
                                                           --------    --------

LONG-TERM LIABILITIES:
     Pension obligation ................................      1,672       1,647

STOCKHOLDERS' EQUITY :
     Common stock, $1.00 par value .....................        885         885
     Additional paid-in capital ........................      1,745         759
     (Note 4)
     Retained earnings .................................     15,292      14,664
     Pension liability adjustment ......................       (306)       (306)
     Unrealized gain  on marketable
         securities (Notes 1 and 3) ....................        332
                                                           --------    --------
         Total .........................................     17,948      16,002
                                                           --------    --------

TOTAL ..................................................   $ 22,795    $ 20,995
                                                           ========    ========
</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>
                                       4




                                    (UNAUDITED)
                              WELLCO ENTERPRISES, INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                          FOR THE FISCAL NINE MONTHS ENDED
                           APRIL 1, 1995 AND APRIL 2, 1994
                (in thousands except per share and number of shares)

<TABLE>
<CAPTION>

                                                             APRIL 1,   APRIL 2,
                                                                 1995       1994
                                                             --------   --------
<S>                                                          <C>        <C>    
REVENUES .................................................   $ 14,208   $ 12,318
                                                             --------   --------

COSTS AND EXPENSES:
     Cost of sales and services ..........................     11,996     10,396
     General and administrative ..........................      1,541      1,479
     expenses
                                                             --------   --------
     Total ...............................................     13,537     11,875
                                                             --------   --------

DIVIDEND AND INTEREST INCOME .............................        350        380

NET INVESTMENT INCOME ....................................         20        387

INCOME BEFORE EQUITY IN EARNINGS
     OF AFFILIATE ........................................      1,041      1,210

EQUITY IN EARNINGS OF AFFILIATE ..........................         28
                                                             --------   --------

INCOME BEFORE INCOME TAXES ...............................      1,069      1,210

PROVISION FOR INCOME TAXES ...............................        330        360
                                                             --------   --------

NET INCOME ...............................................   $    739   $    850
                                                             ========   ========

PER SHARE OF COMMON STOCK (based on
     weighted average number of
     shares outstanding) .................................   $   0.84   $   0.97
                                                             --------   --------

     Weighted average number of
     shares
     outstanding .........................................    884,806    880,089
                                                             ========   ========
</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>
                                       5





                                WELLCO ENTERPRISES, INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                          FOR THE FISCAL THREE MONTHS ENDED
                           APRIL 1, 1995 AND APRIL 2, 1994
                (in thousands except per share and number of shares)

<TABLE>
<CAPTION>

                                                            APRIL 1,    APRIL 2,
                                                                1995        1994
                                                           ---------   ---------
<S>                                                        <C>         <C>   

REVENUES ...............................................   $   4,255   $   4,396
                                                           ---------   ---------

COSTS AND EXPENSES:
     Cost of sales and services ........................       3,775       3,523
     General and administrative ........................         465         512
     expenses
                                                           ---------   ---------
     Total .............................................       4,240       4,035
                                                           ---------   ---------

DIVIDEND AND INTEREST INCOME ...........................         125         119

NET INVESTMENT INCOME ..................................          21          46
                                                           ---------   ---------

INCOME BEFORE EQUITY IN EARNINGS
     OF AFFILIATE ......................................         161         526

EQUITY IN EARNINGS OF AFFILIATE ........................          28
                                                           ---------   ---------

INCOME BEFORE INCOME TAXES .............................         189         526

PROVISION FOR INCOME TAXES .............................          50         150

NET INCOME .............................................   $     139   $     376
                                                           =========   =========

PER SHARE OF COMMON STOCK (based on
     weighted average number of
     shares outstanding) ...............................   $    0.16   $    0.42
                                                           ---------   ---------

     Weighted average number of
     shares
     outstanding .......................................     884,806     884,806
                                                           =========   =========
</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>
                                       6




                                  (UNAUDITED)
                             WELLCO ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE FISCAL NINE MONTHS ENDED
                         APRIL 1, 1995 AND APRIL 2, 1994
                                  (in thousands)
<TABLE>
<CAPTION>

                                                            APRIL 1,    APRIL 2,
                                                                1995       1994
                                                             -------    -------
<S>                                                          <C>        <C>   

CASH FLOWS FROM OPERATING
ACTIVITIES:
    Net income ...........................................   $   739    $   850
                                                             -------    -------
    Adjustments to reconcile net
    income to
    net cash provided (used) by
    operating
    activities:
      Depreciationandamorization .........................       256        267
      Net investment (income) ............................       (20)      (387)
      (Increase) decrease in-
         Accounts receivable .............................     2,544      1,133
         Inventories .....................................      (382)    (1,457)
         Other current assets ............................       (50)       (50)
      Increase (decrease)in-
         Accounts payable ................................       261        181
         Accrued liabilities .............................       (85)      (161)
         Accrued income taxes ............................      (347)      (311)
         Pension obligation ..............................        25         34
                                                             -------    -------
    Total adjustments ....................................     2,202       (751)
                                                             -------    -------
NET CASH PROVIDED (USED) BY
    OPERATING ACTIVITIES .................................     2,941         99
                                                             -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Investment in affiliate ..............................    (4,502)
    Net sales (purchases) of current
      marketable securities ..............................     1,899      3,724
    Purchases of noncurrent
      marketable securities ..............................    (2,342)      (587)
    Sales of noncurrent
      marketable securities ..............................     1,866        834
    Purchases of equipment ...............................      (229)      (237)
                                                             -------    -------
NET CASH PROVIDED (USED) BY
    INVESTING  ACTIVITIES ................................    (3,308)     3,734
                                                             -------    -------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Loan from bank .......................................     2,050          0
    Repayment of bank loan ...............................    (2,050)
    Cash dividends paid ..................................      (111)    (5,419)
    Stock option exercise ................................         0        228
                                                             -------    -------
NET CASH PROVIDED (USED) BY
    FINANCING ACTIVITIES .................................      (111)    (5,191)
                                                             -------    -------

NET INCREASE (DECREASE) IN CASH ..........................      (478)    (1,358)

CASH AT BEGINNING OF PERIOD ..............................     2,528      3,188
                                                             -------    -------

CASH AT END OF PERIOD ....................................   $ 2,050    $ 1,830
                                                             =======    =======
</TABLE>

                             (continued on next page)
<PAGE>
                                       7





                                  (UNAUDITED)
                             WELLCO ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE FISCAL NINE MONTHS ENDED
                         APRIL 1, 1995 AND APRIL 2, 1994
                                  (in thousands)

<TABLE>
<CAPTION>
                                                            APRIL 1,    APRIL 2,
                                                                1995       1994
                                                             -------    -------
<S>                                                            <C>          <C>    

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
    Cash paid for-
      Interest .......................................         $ 45         $ 20
      Income taxes ...................................          690          572
    Noncash increase in marketable
      securities to fair value .......................          503
    Noncash increase in Additional
    Paid-In
      Capital from investment in .....................         $986         $  0
      affiliate
                                                               ====         ====
</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>
                                       8







                                     (UNAUDITED)
                               WELLCO ENTERPRISES, INC.
                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
                           FOR THE FISCAL NINE MONTHS ENDED
                                    APRIL 1, 1995
                        (in thousands except number of shares)

<TABLE>
<CAPTION>
                                                                        Common Stock                    Additional
                                                                                         Par               Paid-In          Retained
                                                                 Shares                 Value              Capital          Earnings
<S>                                                             <C>                 <C>                <C>                  <C>    
                                                                
BALANCE AT JULY 2, 1994 ...........................             884,806             $    885            $    759            $ 14,664
Net income for the
    fiscal nine months
    ended April 1, 1995 ...........................                 739
Cash dividends declared
    ($.125 per share) .............................                (111)
Excess of basis over
    cost of investment
    in affiliate (Note 4) .........................                 986
                                                               --------             --------            --------            --------

BALANCE AT APRIL 1, 1995 ..........................             884,806             $    885            $  1,745            $ 15,292
                                                               ========             ========            ========            ========
<CAPTION>


                                                        Pension       Unrealized
                                                      Liability       Investment
                                                      Adjustment            Gain
<S>                                                     <C>               <C>    

BALANCE AT JULY 2, 1994 .....................           $ (306)           $    0
Change for the nine
    months ended
    April 1, 1995 ...........................              332
                                                        ------            ------

BALANCE AT APRIL 1, 1995 ....................           $ (306)           $  332
                                                        ======            ======
</TABLE>

See Notes to Consolidated Financial Statements.


<PAGE>
                                       9



                            WELLCO ENTERPRISES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE FISCAL NINE MONTHS ENDED APRIL 1, 1995

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     Statement of Financial Accounting Standards No. 115 (FAS 115),  "Accounting
for Certain Investments in Debt and Equity  Securities",  is effective as of the
beginning of the 1995 fiscal year. The Company  invests in corporate  equity and
debt securities,  and also invests, for a very short period of time, in notes of
various  U. S.  government  agencies.  These  investments  are  included  in the
Marketable  Securities captions of the Consolidated  Balance Sheets.  Under this
Standard,   corporate   equity   and   debt   securities   are   classified   as
available-for-sale   and  U.  S.  government  agency  notes  are  classified  as
held-to-maturity.

2. MARKETABLE SECURITIES, CURRENT:

     Marketable Securities,  Current,  includes at April 1, 1995, $995,000 of U.
S.  government  agency  notes,  purchased  at a discount  to their face value in
March,  1995 and having a maturity date in April,  1995. The difference  between
the discounted purchase price and the amount realized at maturity,  which is not
significant,  will be  recognized  as interest  income at the date of  maturity.
These securities are shown at their cost which approximates market. This caption
also includes  $1,209,000 of corporate  equity and debt  securities,  previously
classified as Marketable Securities,  Noncurrent,  which were sold in May, 1995.
Information about these securities is included in Note 3.

3. MARKETABLE SECURITIES, NONCURRENT:

     Applying  FAS 115 to the  April,  1995  Consolidated  Financial  Statements
resulted in Marketable  Securities being stated at their fair value (an increase
of $503,000 over carrying value) and an increase in Stockholders'  Equity, after
the effect of income taxes on the increase,  of $332,000.  Fair value is usually
current market value at the financial statement date.  Restatement of previously
issued  financial  statements  is not  permitted  under FAS 115.  The  Company's
previous method of accounting for investments was to reflect their value at cost
and only adjust cost by any declines in market value below cost that were judged
to be other than temporary.








<PAGE>
                                       10





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued):

3. MARKETABLE SECURITIES, NONCURRENT (continued):

     Written-down  cost, gross unrealized gains and losses and the fair value of
all Marketable Securities at April 1, 1995 are as follows:

<TABLE>
<CAPTION>

                                                    (in thousands)

                             Written-Down   Gross   Unrealized    Fair
                                  Cost      Gains      Losses     Value
         <S>                      <C>        <C>          <C>    <C>
         Corporate Equity
           Securities             $3,251     $647         $344   $3,554
         Corporate Debt
           Security                1,009      200                 1,209
         U. S. Government
           Agency Note               995                            995
                                -------- --------     --------  -------
         Total                    $5,255     $847         $344   $5,758
                                ======== ========     ========  =======
</TABLE>

     The U. S. government Agency Note matured in April, 1995. The Corporate Debt
Security was sold in May, 1995.

     Proceeds from the sale of Marketable Securities classified under FAS 115 as
available-for-sale   in  the  fiscal  nine  months  ended  April  1,  1995  were
$1,866,000,  resulting in gross  realized  gains of $162,000 and gross  realized
losses of  $142,000.  Realized  gains and  losses are  determined  on a specific
identification basis.

4. INVESTMENT IN AFFILIATE:

     On December 30, 1994 Wellco  purchased from Coronet  Insurance  Company for
cash 400,000 shares of the common stock of Alba Waldensian, Inc. This represents
21.5% of total Alba common shares.  Coronet owns 58.79% of the total outstanding
common  stock of  Wellco.  Because  Coronet  owns more than 50% of  Wellco,  the
investment  was initially  recorded at the basis of Coronet in these Alba shares
($5,461,000),  and the  excess  of  that  basis  over  Wellco's  cost  increased
Additional Paid-In Capital by $986,000.  The total market value of these shares,
based on the closing price of Alba common stock on the American  Stock  Exchange
on March 31, 1995, was $4,050,000.

     Wellco has an option to purchase up to 538,000  additional Alba shares from
Coronet.  If all of this option was  exercised,  Wellco would own 50.4% of total
Alba common shares.

     The investment in Alba is accounted for using the equity method. The excess
of Wellco's  equity in the  underlying  net assets of Alba  ($775,000)  over its
basis is being  amortized  to  income  over a period of  approximately  7 years.
Amortization  included  in Equity in Earnings  of  Affiliate  was $22,000 in the
quarter ended April 1, 1995.

<PAGE>
                                       11






NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued:

4. INVESTMENT IN AFFILIATE (continued):

     Alba is a manufacturer of both men's and women's  apparel  products as well
as medical specialty products. Other than this investment, there are no business
relationships or transactions between Wellco and Alba.

     Summarized financial information (unaudited) for Alba is as follows:
<TABLE>
<CAPTION>

     Financial Position at April 2, 1995:
      <S>                                                            <C>

      Current assets .....................................           $29,863,000
      Noncurrent assets ..................................            23,789,000
      Total assets .......................................           $53,652,000
                                                                     ===========

      Current liabilities ................................           $ 9,328,000
      Noncurrent liabilities .............................            15,194,000
      Stockholders' equity ...............................            29,130,000
      Total liabilities and
            stockholders equity ..........................           $53,652,000

     Operating Results for the
       Three Months Ended
       April 2, 1995:
      Net revenues .......................................           $14,378,000
      Income before income taxes .........................                38,000
      Net income .........................................           $    26,000
                                                                     ===========
</TABLE>
























<PAGE>
                                       12






                         PART I. FINANCIAL INFORMATION

                  Item 2. Management's Discussion and Analysis
                of Financial Condition and Results of Operations


                             RESULTS OF OPERATIONS

Comparing The Nine Months Ended April 1, 1995 and April 2, 1994:

Income  before  income taxes in the current  period was  $1,069,000  compared to
$1,210,000  in the prior one.  The major  reason for the  $141,000  decrease was
investment income being $367,000 less than the prior period.  During the current
period,  two equity  securities  were sold for prices  less than their  carrying
value. The following events significantly reduced the effect on pretax income of
lower investment income:

     1. The current  period  includes the shipment of combat boot  manufacturing
materials and machinery to a factory in El Salvador,  which did not occur in the
prior  period.  From time to time,  Wellco  supplies  materials,  machinery  and
technical   assistance  to  combat  boot  manufacturing   factories  in  foreign
countries.  These  sales vary from period to period with the needs of this group
of customers.

     2. The  current  period  includes  substantial  machinery  sales to one new
customer and to one long-time customer.

     3. In the current  period,  the U. S.  government  issued certain  contract
price increase adjustments,  primarily for the increased cost of leather used in
manufacturing  combat boots,  which were $54,000 more than estimates recorded in
the 1994 fiscal year. The favorable  effect of these  adjustments is included in
the current period.

In November,  1994,  Wellco made its first  shipments  against an option awarded
under its current military boot contract.  Although deliveries under this option
are over a period of sixteen  months,  compared  to twelve  months for the first
award under this  contract,  pairs of combat  boots  shipped in the current nine
months  decreased  only 5%.  Shipments  of combat  boots in the prior year first
quarter were somewhat low because Wellco was completing one contract and had not
yet started shipments under the current contract.

A significant  increase in employee  medical  expenses  caused health  insurance
costs, for which Wellco is self-funded, to increase by more than $140,000. These
costs vary from period to period, depending on the actual amount of health costs
incurred by

<PAGE>
                                       13





MANAGEMENT'S DISCUSSION AND ANALYSIS (continued):

employees.  Workman's compensation insurance cost increased, but the unfavorable
effect of this was more than  offset by a decrease in  utilities  and repair and
maintenance costs. General and administrative costs increased  approximately 4%.
This was primarily  caused by employee salary inflation  adjustments,  increased
travel costs and increased commission expenses.

Income taxes have been  provided in the current  period at an  estimated  fiscal
year 1995 rate of approximately  31%. This is only slightly higher than the rate
used last year.

In  the  current  period,  Wellco  adopted  Statement  of  Financial  Accounting
Standards  No.  115,  "Accounting  for  Certain  Investments  in Debt and Equity
Securities".  This resulted in the carrying value of Marketable  Securities,  as
shown in the Consolidated Balance Sheets, being increased by the $503,000 excess
of market value over their carrying value, and a corresponding  increase, net of
the deferred tax liability, in Stockholders' Equity of $332,000.

On December 30, 1994, Wellco acquired 400,000 shares of the common stock of Alba
Waldensian,  Inc.  (21.5% of total shares  outstanding at March 31, 1995).  This
investment is being accounted for on the equity method.  Included in the current
period pretax income is $28,000 representing Wellco's share of Alba's net income
for their fiscal three months ended April 2, 1995, and the  amortization  of the
excess of Wellco's  proportionate share of Alba's net assets over Wellco's basis
in the stock.


Forward Looking Information:

In  October,  1994  Wellco  completed  shipments  against  the  first  year of a
multi-year combat boot contract with the U. S. government. The delivery schedule
for this first year was over a twelve month  period.  In  November,  1994 Wellco
started  shipping  boots  against the first  option  award under this  contract.
Because the U. S. government is reducing its inventory of combat boots, delivery
under this option will be over a sixteen  month period  instead of twelve months
as was anticipated when the contract was awarded in August,  1993. This extended
delivery is  resulting  in combat boot sales in fiscal year 1995 being less than
fiscal year 1994. For the reasons explained above, comparative boot shipments in
the nine month periods did not decrease significantly.  However, the comparative
effect of lower boot shipments  will be more  significant in the last quarter of
fiscal year 1995.

The  government  may continue at this reduced  level  through the balance of the
current contract,  at which time they should have their inventory at the desired
level.  If this is the case,  shipments under this contract will be completed in
the last quarter of fiscal year 1997.

     In April,  1995, Wellco submitted a bid for a U. S. Government  development
contract. The purpose of the resulting contract is to

<PAGE>
                                       14





MANAGEMENT'S DISCUSSION AND ANALYSIS (continued):

make  certain  improvements  to the combat  boot that will result in fewer lower
extremity  injuries.  The  government's  evaluation  of this  bid is  proceeding
quickly and Wellco  believes it will be awarded the contract,  with the expected
award date being in late June, 1995. The government's estimates that performance
under this contract would be completed by the end of Wellco's fiscal year 1997.

In February,  1995, Wellco joined with two other U. S. government contractors in
bidding on a trial  contract for the supply of all standard issue clothing items
to Air Force  recruits.  Negotiations  with the  government  should start in the
fourth  quarter of fiscal  year 1995,  and, if Wellco and its  partners  are the
successful  bidder,  the contract  could be awarded in the first  quarter of the
1996 fiscal year. The initial contract will be for a period of one year with two
one year government exercisable options. Wellco is not presently able to predict
the probability of it and its partners being awarded the contract.

Comparing The Three Months Ended April 1, 1995 and April 2, 1994:

     Income before income taxes in the current  period was $189,000  compared to
$526,000 in the prior one. The primary reasons for this decrease are:

     1. Pairs of combat  boots sold  decreased  approximately  20%.  The current
period  reflects  delivery  of combat  boots to the U. S.  government  under the
sixteen month schedule,  whereas the prior period was on a twelve month schedule
for the same total pairs.  Also, the prior period included a significant sale of
combat boots to a foreign customer.

     2. Health insurance and workman's compensation costs increased $104,000.

     3.  Service fees earned from other U. S. combat boot  manufacturers,  which
vary with their shipments, decreased because the extended boot delivery schedule
also reduced these customers' shipments.

     4. Net  investment  income  decreased  $25,000.  In  addition,  $21,000  of
interest  cost was  incurred in January,  1995 on a short term bank loan used to
acquire 400,000 shares of the common stock of Alba Waldensian, Inc.

General and  administrative  expenses decreased  $47,000,  primarily  reflecting
bonuses which vary with net income.

<PAGE>
                                       15




                        LIQUIDITY AND CAPITAL RESOURCES

Wellco uses cash from  operations to supply most of its liquidity  needs. A bank
line of credit is maintained for supplying any unforseen cash needs.

The following table summarizes at the end of the fiscal nine months and the last
fiscal year the  availability  of cash from the Company's most liquid assets and
from its existing borrowing capacity:

<TABLE>
<CAPTION>

                                                          (in thousands)
                                               Fiscal Nine Month   Fiscal Year
                                                   April 1, 1995   July 2, 1994
                                                        -------         -------
<S>                                                     <C>             <C>

Cash ...................................................$ 2,050         $ 2,528
Current marketable
  securities ........................................     2,204           2,894
Unused line of credit ..............................      1,480           1,480
                                                        -------         -------
Total ................................................  $ 5,734         $ 6,902
                                                        =======         =======
</TABLE>


     The following table summarizes the major sources (uses) of cash in the nine
months ended April 1, 1995:
<TABLE>
<CAPTION>
                                                                  (in thousands)
                                                                  April 1, 1995
<S>                                                                    <C>

Net income plus depreciation
  less realized investment income .................................    $    975
Net change in accounts receivable,
  inventory, accounts payable and
  accrued liabilities ..............................................      1,991
Other ..............................................................        (25)
                                                                       --------
Net cash from operations ...........................................      2,941
Cash used to purchase the Common
  stock of Alba Waldensian, Inc. ...................................     (4,502)
Cash from sale of marketable
  securities, net of
  cash used for purchases ..........................................      1,423
Cash used to purchase equipment ....................................       (229)
Cash dividend paid .................................................       (111)
                                                                       --------
Net decrease in cash ...............................................   $   (478)
                                                                       ========
</TABLE>

In late December,  1994, Wellco purchased for cash approximately  400,000 shares
of the common stock of Alba Waldensian, Inc. In addition to using existing cash,
Wellco borrowed $2,050,000 from a bank, which was repaid in January, 1995 using,
in part, proceeds from the sale of a Marketable Security.

Cash resources are adequate to meet presently  known  operating  activity needs.
The Company does not know of any demands, commitments,  uncertainties, or trends
that will  result in or that are  reasonably  likely to result in its  liquidity
increasing or  decreasing  in any material  way. The bank line of credit,  which
provides  for total  borrowings  of  $1,500,000,  will  expire and be subject to
renewal on December 30, 1995.














<PAGE>
                                       16








                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings.  N/A

Item 2.  Changes in Securities.  N/A

Item 3.  Defaults Upon Senior Securities.  N/A

Item 4.  Submission of Matters to a Vote of Security
            Holders. N/A


Item 5.  Other Information.  N/A

Item 6.  Exhibits and Reports on Form 8-K.

         a).  Exhibits:  Exhibit 27, Financial Data Schedule, follows page
                         17

         b).  Reports on Form 8-K:  None









<PAGE>
                                       17







                                   SIGNATURE

     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.















                                      Wellco Enterprises, Inc.
                                              (Registrant)



 May 12, 1995                          David Lutz
                                      David Lutz, Sec./Treas.
                                      and Principal Financial
                                       Officer





<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
     THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 
     THE FINANCIAL STATEMENTS FOR THE 3RD QUARTER 10-Q, PERIOD ENDED
     APRIL 1, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO 
     SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000105532                       
<NAME>  WELLCO ENTERPRISES, INC.                      
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U. S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                         APR-1-1995
<PERIOD-START>                            JUL-3-1994
<PERIOD-END>                              APR-1-1995
<EXCHANGE-RATE>                                    1
<CASH>                                         2,050
<SECURITIES>                                   2,204
<RECEIVABLES>                                  2,886
<ALLOWANCES>                                       0
<INVENTORY>                                    3,904
<CURRENT-ASSETS>                              11,448
<PP&E>                                         5,180
<DEPRECIATION>                                 4,028
<TOTAL-ASSETS>                                22,795
<CURRENT-LIABILITIES>                          3,175
<BONDS>                                            0
<COMMON>                                         885
                              0
                                        0
<OTHER-SE>                                    17,037
<TOTAL-LIABILITY-AND-EQUITY>                  22,795
<SALES>                                       14,208
<TOTAL-REVENUES>                              14,208
<CGS>                                         11,996
<TOTAL-COSTS>                                 11,996
<OTHER-EXPENSES>                                   0
<LOSS-PROVISION>                                   0
<INTEREST-EXPENSE>                                 0
<INCOME-PRETAX>                                1,069
<INCOME-TAX>                                     330
<INCOME-CONTINUING>                              739
<DISCONTINUED>                                     0  
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                     739
<EPS-PRIMARY>                                    .84
<EPS-DILUTED>                                    .84
        


</TABLE>


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