WELLCO ENTERPRISES INC
10-Q, 1997-11-12
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: SEPTEMBER 27, 1997

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.)

            150 Westwood Circle, 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 .

1,160,646  shares of $1 par value common stock were  outstanding on November 11,
1997.


                                                             -1-

<PAGE>



                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements



















                            WELLCO ENTERPRISES, INC.

             CONSOLIDATED FINANCIAL STATEMENTS FILED WITH FORM 10-Q
                 FOR THE FISCAL QUARTER ENDED SEPTEMBER 27, 1997










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.

                                       -2-

<PAGE>


                            WELLCO ENTERPRISES, INC.
                           CONSOLIDATED BALANCE SHEETS
                      SEPTEMBER 27, 1997 AND JUNE 28, 1997
                                 (in thousands)

                                     ASSETS

<TABLE>
<CAPTION>
                                                      (unaudited)
                                                    SEPTEMBER 27,       JUNE 28,
                                                             1997           1997
                                                    -------------       --------
<S>                                                    <C>             <C>   

CURRENT ASSETS:
     Cash ........................................      $    224       $    181
     Receivables .................................         2,333          4,926
     Inventories-
         Finished goods ..........................         2,870          2,551
         Work in process .........................         2,715          2,647
         Raw materials ...........................         2,599          2,479
                                                        --------       --------
         Total ...................................         8,184          7,677
     Deferred taxes and prepaid expenses .........           549            347
                                                        --------       --------
     Total .......................................        11,290         13,131
                                                        --------       --------

MACHINERY LEASED TO LICENSEES
     (less accumulated depreciation of
     $1,488 and $1,483) ..........................            31             36

PROPERTY, PLANT AND EQUIPMENT:
     Land ........................................           107            107
     Buildings ...................................           775            774
     Machinery and equipment .....................         3,340          2,797
     Furniture and automobiles ...................           648            610
     Leasehold Improvements ......................            63             63
                                                        --------       --------
     Total cost ..................................         4,933          4,351
     Less accumulated depreciation and
        amortization .............................        (3,124)        (3,038)
                                                        --------       --------
     Net .........................................         1,809          1,313
                                                        --------       --------

INTANGIBLE ASSETS:
     Excess of cost over net assets of
        subsidiary at acquisition ................           228            228
     Intangible pension asset ....................           511            511
                                                        --------       --------
     Total .......................................           739            739

DEFERRED TAXES ...................................           433            433
                                                        --------       --------

TOTAL ............................................      $ 14,302       $ 15,652
                                                        ========       ========
</TABLE>

See Notes to Consolidated Financial Statements.


                                      -3-
<PAGE>



                            WELLCO ENTERPRISES, INC.
                           CONSOLIDATED BALANCE SHEETS
                      SEPTEMBER 27, 1997 AND JUNE 28, 1997
                                 (in thousands)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                       (unaudited)
                                                     SEPTEMBER 27,      JUNE 28,
                                                             1997           1997
                                                     -------------      --------
<S>                                                      <C>           <C>   

CURRENT LIABILITIES:
     Short-term borrowing from bank (Note 2) .......     $    300      $  1,687
     Accounts payable ..............................        2,487         2,064
     Accrued compensation ..........................        1,077         1,062
     Accrued pension ...............................          133           133
     Accrued income taxes ..........................          252           357
     Other liabilities .............................          270           375
     Current maturity of note payable ..............          260           107
                                                         --------      --------

         Total .....................................        4,779         5,785
                                                         --------      --------

LONG-TERM LIABILITIES:
     Pension obligation ............................        1,742         1,759
     Note payable ..................................          878         1,030

CONTINGENCY (Note 5)

STOCKHOLDERS' EQUITY (Note 3):
     Common stock, $1.00 par value .................        1,161         1,151
     Additional paid-in capital ....................          167           119
     Retained earnings .............................        6,197         6,430
     Pension liability adjustment ..................         (622)         (622)
                                                         --------      --------
         Total .....................................        6,903         7,078
                                                         --------      --------

TOTAL ..............................................     $ 14,302      $ 15,652
                                                         ========      ========
</TABLE>

See Notes to Consolidated Financial Statements.

                                       -4-
<PAGE>


                            WELLCO ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE FISCAL THREE MONTHS ENDED
                    SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
              (in thousands except per share and number of shares)

<TABLE>
<CAPTION>
                                                           (unaudited)
                                                  SEPTEMBER 27,    SEPTEMBER 28,
                                                           1997             1996
                                                  -------------    -------------
<S>                                                <C>              <C>    

REVENUES (Note 4) ............................     $     5,676      $     4,990
                                                   -----------      -----------

COSTS AND EXPENSES:
     Cost of sales and services ..............           5,435            4,086
     General and administrative expenses .....             538              522
                                                   -----------      -----------
     Total ...................................           5,973            4,608
                                                   -----------      -----------

OPERATING INCOME (LOSS) ......................            (297)             382
                                                   -----------      -----------

INTEREST EXPENSE .............................             (26)              (1)

DIVIDEND AND INTEREST INCOME .................               4               17
                                                   -----------      -----------

INCOME (LOSS) BEFORE INCOME TAXES ............            (319)             398

PROVISION (BENEFIT)  FOR INCOME TAXES ........             (86)             100
                                                   -----------      -----------

NET INCOME (LOSS) ............................     $      (233)     $       298
                                                   ===========      ===========

PER SHARE OF COMMON STOCK (based on
     weighted average number of
     shares outstanding) (Note 1) ............     $     (0.20)     $      0.27
                                                   ===========      ===========
     Weighted average number of shares
     outstanding .............................       1,156,855        1,123,146
                                                   ===========      ===========
</TABLE>

See Notes to Consolidated Financial Statements.

                                       -5-
<PAGE>


                            WELLCO ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE FISCAL THREE MONTHS ENDED
                    SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
                                 (in thousands)
<TABLE>
<CAPTION>

                                                           (unaudited)
                                                    SEPTEMBER 27,  SEPTEMBER 28,
                                                             1997           1996
                                                    -------------  -------------
<S>                                                      <C>            <C>    

CASH FLOWS FROM OPERATING
ACTIVITIES:
     Net income (loss) ...........................       $  (233)       $   298
                                                         -------        -------
     Adjustments to reconcile net income
     to net cash provided (used)
         Depreciation and amortization ...........            91             78
         (Increase) decrease in-
             Accounts receivable .................         2,593            605
             Inventories .........................          (507)          (322)
             Other current assets ................          (202)           (40)
         Increase (decrease)in-
             Accounts payable ....................           423            262
             Accrued liabilities .................            15            (82)
             Accrued income taxes ................          (105)           103
             Pension obligation ..................           (17)           (19)
             Other ...............................          (105)          --
                                                         -------        -------
     Total adjustments ...........................         2,186            585
                                                         -------        -------
NET CASH PROVIDED BY (USED IN)
     OPERATING ACTIVITIES ........................         1,953            883
                                                         -------        -------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of equipment ......................          (581)           (60)
                                                         -------        -------
NET CASH PROVIDED BY (USED IN)
     INVESTING  ACTIVITIES .......................          (581)           (60)
                                                         -------        -------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Repayment of bank loans .....................        (1,387)          --
     Exercise of stock options ...................            58           --
                                                         -------        -------
NET CASH PROVIDED BY (USED IN)
     FINANCING ACTIVITIES ........................        (1,329)          --
                                                         -------        -------

NET INCREASE IN CASH .............................            43            823

CASH AT BEGINNING OF PERIOD ......................           181            673
                                                         -------        -------

CASH AT END OF PERIOD ............................       $   224        $ 1,496
                                                         =======        =======

                                       -6-
<PAGE>


                            WELLCO ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE FISCAL THREE MONTHS ENDED
                    SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
                                 (in thousands)

                                                           (unaudited)
                                                    SEPTEMBER 27,  SEPTEMBER 28,
                                                             1997           1996
                                                    -------------  -------------
<S>                                                          <C>           <C>    

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
     Cash paid for-
         Interest ..................................          $  4          $  1
         Income taxes ..............................           105             1
                                                              ====          ====
</TABLE>



See Notes to Consolidated Financial Statements.


                                       -7-
<PAGE>


                            WELLCO ENTERPRISES, INC.
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
                        FOR THE FISCAL THREE MONTHS ENDED
                               SEPTEMBER 27, 1997
                     (in thousands except number of shares)
                                   (unaudited)

<TABLE>
<CAPTION>

                                  Common Stock          Additional
                                ----------------
                                            Par            Paid-In      Retained
                                Shares     Value           Capital      Earnings
                                ------------------------------------------------
<S>                              <C>     <C>                 <C>        <C>   

BALANCE AT JUNE 28, 1997         1,151   $ 1,151             $ 119      $ 6,430

Net loss for the
     fiscal three months
     ended September 27, 1997                                              (233)
Exercise of stock options           10        10                48
                                ------------------------------------------------

BALANCE AT SEPTEMBER 27, 1997    1,161   $ 1,161             $ 167      $ 6,197
                                ------------------------------------------------


                                       Pension
                                     Liability
                                    Adjustment
                                 ----------------
<S>                                     <C>    

BALANCE AT JUNE 28, 1997                $ (622)
Change for the fiscal three
     months ended
     September 27, 1997                      -

BALANCE AT SEPTEMBER 27, 1997            $ (622)
                                 ----------------
</TABLE>

See Notes to Consolidated Financial Statements.

                                       -8-
<PAGE>



                            WELLCO ENTERPRISES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE FISCAL THREE MONTHS ENDED SEPTEMBER 27, 1997


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      Recent Statement of the Financial Accounting Standards Board

               In February 1997 the Financial  Accounting Standards Board issued
               the Statement of Financial  Accounting  Standards (SFAS) No. 128,
               "Earnings  per Share." This  Statement  changes the  computation,
               presentation  and  disclosure  of earnings per share.  Under SFAS
               128, the Company will compute and disclose both basic and diluted
               earnings per share. The Company's  outstanding stock options will
               affect the  computation of diluted  earnings per share,  and this
               effect is not  expected  to be  significant.  This  Statement  is
               effective for the Company's  fiscal quarter  ending  December 27,
               1997.

2.    LINES OF CREDIT:

      The Company  maintains a  $1,500,000  unsecured  bank line of credit.  The
      unsecured line,  which expires  December 31, 1997, can be renewed annually
      at the  bank's  discretion.  At  September  27,  1997,  borrowings  on the
      unsecured line was $300,000.

      The bank credit agreement contains, among other provisions, defined levels
      of net  worth  and  current  ratio  requirements  and the  Company  was in
      compliance with these requirements at September 27, 1997.

      During  fiscal year 1997,  the Company  entered into a second bank line of
      credit for  $3,000,000  which was used to provide  cash for a  significant
      increase in inventory.  The bank's  commitment for the $3,000,000  line of
      credit expired on September 24, 1997.

      The Company  began  construction  of a warehouse  addition  adjoining  its
      existing facilities in Waynesville,  North Carolina,  at a cost of between
      $350,000 and $400,000. A bank has provided a $400,000 three-year term loan
      commitment  to finance the  construction  if needed.  As of September  27,
      1997, there have been no borrowings under this loan.

3.    STOCK OPTIONS:

      Statement  of  Financial   Accounting   Standards   No.  123  (SFAS  123),
      "Accounting  for  Stock-Based  Compensation,"  was  effective  as  of  the
      beginning of the 1997 fiscal year. SFAS 123 provides for a choice of using
      a fair value method to record compensation  expense related to stock-based
      compensation, or to continue using the compensation recognition provisions
      of Accounting  Principles  Board Opinion 25 (APB 25). The Company chose to
      continue  using  APB 25 under  which  compensation  expense  is  generally
      recognized  if there is a  difference  between  the award  price for stock
      options and the stock's market price at the date of award.

      At  September  27, 1997,  the Company has stock  options  outstanding  for
      15,000 shares from the 1996 Stock Option Plan.  Also, on July 2, 1997, the
      Board of Directors  approved the 1997 Stock Option Plan  providing for the
      granting  of  options  for the  purchase  of up to  115,000  shares of the
      Company's  common  stock.  The  Compensation  Committee  of the  Board  of
      Directors has granted to certain key employees and non-employee  directors
      options for the purchase of 105,000 shares at the market price on the date
      granted  ($12.00 per share).  No  compensation  expense has been  recorded
      since  the  option  price  and  the  market  price  were  the  same on the
      measurement date. The 1997 Stock Option Plan is subject to, and the grants
      thereunder are contingent upon,  shareholder  approval at the November 18,
      1997 Annual

                                       -9-

<PAGE>



      Meeting of Wellco shareholders.

4.    GOVERNMENT BOOT CONTRACT REVENUES:

      Revenues in the  three-month  period  ended  September  27,  1997  include
      $58,000  representing  the estimated amount of contract change orders that
      have  not as yet been  negotiated  with the  government.  Any  differences
      between the estimates and the actual amounts  negotiated  will be recorded
      in the period in which negotiations are completed.

5.    CONTINGENCY

      In April 1997,  the  Company was served with a subpoena  issued by a grand
      jury  empaneled  in the  United  States  District  Court  for the  Eastern
      District  of  Pennsylvania   which  requires  the  production  of  certain
      documents  for the  period  January  1, 1990  until  April 29,  1997.  The
      subpoena was subsequently  modified to provide that the initial production
      of documents would start with documents dated January 1, 1993. In October,
      1997, Wellco completed this initial document production by submitting more
      than 200,000  documents.  The Company has been informed  through its legal
      counsel  that the  grand  jury is  investigating  possible  violations  of
      antitrust laws primarily  involving  alleged  collusive  activities  among
      manufacturers  of  combat  boots  for the U. S.  government.  The  Company
      believes  that this  investigation  includes  all U. S.  manufacturers  of
      combat boots for the U. S. government.  The Company is cooperating in this
      investigation,  does not believe it has engaged in any illegal conduct and
      does not believe that this matter will have a material  adverse  effect on
      the Company's financial position or results of future operations. However,
      the Company cannot predict what the final outcome of this matter will be.

      In 1988,  the Company  and the other  military  combat boot  manufacturers
      responded to subpoenas which investigated  possible violation of antitrust
      laws  involving bids submitted on military  combat boot  procurements  for
      January 1, 1979  through  May 6, 1988.  This  investigation  was closed in
      February, 1992 and no legal action of any kind resulted from it.


                                      -10-

<PAGE>



                          PART I. FINANCIAL INFORMATION

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

Comparing The Three Months Ended September 27, 1997  and September 28, 1996
- ---------------------------------------------------------------------------

For the three months ended  September 27, 1997,  Wellco had an operating loss of
$297,000  compared  to an  operating  profit of $382,000 in the prior year three
month period ended  September  28, 1996.  The current  period loss was caused by
costs incurred in the initial production of the new Infantry Combat Boot.

On June 25, 1997 the U.S. Defense Personnel Support Center (DPSC) awarded Wellco
a contract to supply a new boot,  called the Infantry  Combat Boot (ICB),  which
will be used by the Marine  Corps.  A total of two  contracts  were  awarded and
Wellco's  contract  is for 60% of total  pairs to be bought  in the first  year.
Wellco had not previously manufactured a boot exactly like the ICB. The contract
required that Wellco, within 90 days after contract award,  manufacture and have
in inventory a  significant  quantity of this boot.  At the end of this 90 days,
the contract also required Wellco to have the capacity to quickly deliver orders
for this boot to all Marine recruit  induction centers and major Marine clothing
stores.  This 90 day period compares to a normal "make ready" time in government
boot contracts of 165 days or longer.

During this 90 day period, Wellco rearranged its production lines, purchased and
installed  significant  new  manufacturing  equipment,  hired  and  trained  new
employees, tested new materials, and developed many new manufacturing procedures
and methods. If time had permitted,  this should have been done with small trial
production runs. With only 90 days,  Wellco had to simultaneously do all of this
and  reach  full  production  without  the  benefit  and  efficiencies  of trial
production runs.

Approximately  $700,000  of excess  manufacturing  costs  were  charged  against
operating  income in the three  months ended  September  27, 1997 related to ICB
start-up.  In  addition  to labor  inefficiencies  in  training  new  employees,
significant  overtime  premiums  were paid.  Bonuses  were paid to direct  labor
personnel  for  meeting  production  quotas.  Instead  of using  ocean  freight,
expensive  air freight  costs were  incurred to send  materials to the Company's
plant in  Puerto  Rico and  then to send  completed  boot  uppers  to the  North
Carolina  plant for bottoming and  finishing.  Because the 90 day period did not
give enough time to develop  manufacturing  procedures  and methods  using small
trial  production  runs,   significant  material  losses  were  incurred.   Full
production  quantities of materials were purchased and a significant  amount was
scrapped  when either the  material  did not  perform as expected  and had to be
replaced with another material, or when manufacturing procedures and methods had
to be modified.

The  start-up  of ICB  production  proved to be more  expensive  than  initially
anticipated.  Management's  judgement is that, if Wellco had included in its bid
prices an adequate  amount of start-up  costs,  those  prices would have been so
much higher than the prices of other bidders that Wellco would not have received
the contract award.

The  persistence  of Wellco's  employees  did result in a  successful,  although
costly,  start-up.  The first  customer  delivery  orders were received in early
October, 1997, and Wellco has timely-shipped all orders to date.

Besides the significant  losses incurred in the start-up of ICB production,  the
comparative operating results were affected by the following:

      1.       Revenues increased  $686,000.  While total pairs of boots sold to
               the  U.  S.  government  were   approximately  the  same  in  the
               comparative periods, the September 27, 1997 period includes sales
               of the Intermediate  Cold/Wet boot that are not in the prior year
               period. The contract for this

                                      -11-

<PAGE>



               boot was awarded to Wellco in February, 1997, and  has  a  higher
               per pair price than combat boots which made up all of  the  sales
               to the U.S. government in the prior period.

      2.       Revenues from  technical  assistance  fees and equipment  rentals
               from licensees were greater in the current period. In addition to
               increased  licensee  shipments on which these fees are based, the
               current  period also reflects an additional  fee,  which is being
               earned through April, 1998, related to supplying certain of these
               customers with additional services.

      3.       General and  administrative  expenses  increased  $16,000,  which
               includes  $18,000 of costs  related  to  Wellco's  response  to a
               subpoena (see Note 5 to the Consolidated  Financial  Statements).
               Bonus  expense,  the  majority  of which  is  based  on  profits,
               decreased significantly in the quarter ended September 27, 1997.

A tax benefit was recognized at September 27, 1997 for the loss  incurred.  This
benefit will be realized by either  offsetting taxes on taxable income earned in
the  remainder  of the 1998  fiscal  year or the  refund of taxes  paid in prior
years.

Forward Looking Information:

On April 15, 1997,  Wellco and three other  contractors were awarded combat boot
contracts from DPSC for the one year period  starting April 15, with options for
each of the ensuing four years.  Wellco's  award is for 25% of total combat boot
purchases in this first year,  with the other three  contractors  receiving 35%,
20% and 20% of total  purchases.  DPSC had  estimated  award to be in  December,
1996, and Wellco  substantially  completed shipments under its prior contract in
that  month.  Instead of  ceasing  combat  boot  manufacturing  operations  from
January,  1997 to contract award,  Wellco continued to manufacture and inventory
boots in anticipation of a contract award.

This resulted in Wellco  having a  significant  inventory of combat boots at the
date of contract  award,  and in Wellco being the only  contractor  which was in
position to start shipping  immediately  upon contract award.  During the fourth
quarter of the 1997 year and continuing into part of the quarter ended September
27, 1997, Wellco was allowed to accelerate its first year shipments. Starting in
October,  1997, DPSC  significantly  reduced the pairs ordered from Wellco under
this contract in order to allow the other three  contractors,  who did not start
shipping  until  months  after  Wellco  started  shipping , to "catch up".  DPSC
estimates that Wellco's  reduced combat boot orders will last through  February,
1998, after which pairs ordered will significantly increase until the end of the
first contract year, April 15, 1998.

This temporary  reduction in pairs of combat boots ordered from Wellco will have
a negative effect on operating  results through the third quarter of fiscal year
1998 ended March 28, 1998.  Somewhat  offsetting  this,  will be shipments under
contracts for the Intermediate  Cold/Wet boot and the Infantry Combat Boot, both
of which are new boot items for Wellco.  Only one  shipment of the  Intermediate
Cold/Wet  boot  occurred in the 1997 fiscal year,  and shipments of the infantry
combat boot did not start until the current fiscal year.

Ro-Search,  Inc., Wellco's machinery and licensing subsidiary, is working on its
largest-ever footwear mold order ($900,000), and is completing work on machinery
for a new  customer.  Both of these will be  completed  and  shipped in the 1998
fiscal year. Ro-Search is also working on the second phase of a U. S. government
research  and  development  contract the purpose of which is to develop a combat
boot that is more impact resistant and flexible.  Work on this second phase will
be completed in the 1998 fiscal year.

See Note 5 to the  Consolidated  Financial  Statements for  information  about a
subpoena served on the Company in April, 1997.

Except for  historical  information,  this Form 10-Q  includes  forward  looking
statements that involve risks and uncertainties,  including, but not limited to,
the receipt of contracts from the U. S. government and the

                                      -12-

<PAGE>



performance  thereunder,   the  ability  to  control  costs  under  fixed  price
contracts,  the cancellation of contracts, and other risks detailed from time to
time in the Company's Securities and Exchange Commission filings, including Form
10-K for the year ended June 28, 1997. Actual results may differ materially from
management expectations.

                         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 unforeseen cash needs.

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

<TABLE>
<CAPTION>
                                                        (in thousands)
                                             September 27, 1997    June 28, 1997
                                             ------------------    -------------
<S>                                                      <C>              <C>   

Cash .........................................           $  224           $  181
Unused Line of Credit ........................            1,200            2,813
                                                         ------           ------
Total ........................................           $1,424           $2,994
                                                         ======           ======
</TABLE>


The following  table  summarizes  the major sources (uses) of cash for the three
months ended September 27, 1997:
<TABLE>
<CAPTION>

                                                                  (in thousands)
                                                                   September 27,
                                                                            1997
                                                                   -------------
<S>                                                                     <C>    

Net Loss Plus Depreciation ......................................       ($  142)
Net Change in Accounts Receivable, Inventories,
Accounts Payable, Accrued Liabilities, and Accrued
Income Taxes ....................................................         2,419
Other ...........................................................          (324)
Net Cash Provided By Operations .................................         1,953
Cash Used to Repay Lines of Credit ..............................        (1,387)
Cash Used to Purchase Equipment .................................          (581)
Cash Provided By Exercise of Stock Options ......................            58
Net Increase  in Cash ...........................................       $    43
</TABLE>

As stated in the Results of Operations section,  Wellco accelerated shipments of
combat boots in the fourth quarter of the 1997 fiscal year,  which resulted in a
significant  increase in accounts  receivable  at June 28,  1997.  Cash for this
increase in accounts  receivable  was provided by the bank line of credit.  Cash
from a $2,593,000  reduction in accounts  receivable  in the  September 27, 1997
quarter  was used to repay  $1,387,000  of the bank line of  credit  and for the
$581,000  purchase of  equipment.  Equipment  purchases  for  production  of the
infantry  combat boot caused  total  equipment  purchases  in the quarter  ended
September 27, 1997 to be greater than normal.

                                      -13-

<PAGE>



In addition to a $1,500,000  unsecured  line of credit which has been  available
for many years,  Wellco's  bank  provided a second  $3,000,000  secured  line of
credit which was used to finance the build up in combat boot inventories  during
the period of delay in awarding the April 15, 1997  contract and the  subsequent
increase  in accounts  receivable  as Wellco  accelerated  its  shipments  after
contract award. The bank's  commitment to provide this line expired on September
24, 1997.  The bank's  commitment  to supply the  $1,500,000  unsecured  line is
subject to renewal on December 31, 1997.

The Company recently began  construction of a warehouse  addition  adjoining its
existing  facilities  in  Waynesville,  North  Carolina,  at a cost  of  between
$350,000 and  $400,000.  Wellco's bank has provided a $400,000  three-year  term
loan  commitment if needed to finance this  addition.  As of September 27, 1997,
there have been no borrowings under this commitment.

Other than the  warehouse  addition  mentioned  above,  the Company has no other
material  commitments  for capital  equipment.  The Company does not know of any
other demands, commitments, uncertainties, or trends that will result in or that
are reasonablely  likely to result in its liquidity  increasing or decreasing in
any material way.

Item 3.        Quantitative and Qualitative Disclosures About Market Risk.

The Company does not have any derivative financial instruments,  other financial
instruments, or derivative commodity instruments that requires disclosures.

                                      -14-

<PAGE>


                           PART II. OTHER INFORMATION


Item 1.        Legal Proceedings.
               See Note 5 to the Consolidated  Financial Statements in Part I of
               this Form 10-Q.

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: None

               b).  Reports on Form 8-K: None



                                      -15-

<PAGE>





                                    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







\s\                                                             \s\
David Lutz, President and Treasurer                    Tammy Francis, Controller

November 11, 1997



                                      -16-

<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
     THE FINANCIAL STATEMENTS FOR TEH 1ST QUARTER 10-Q, PERIOD ENDED SEPTEMBER
     30, 1997 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>                  3-MOS
<FISCAL-YEAR-END>                             JUN-27-1998
<PERIOD-START>                                JUN-29-1997
<PERIOD-END>                                  SEP-27-1997
<EXCHANGE-RATE>                                1
<CASH>                                           224
<SECURITIES>                                       0
<RECEIVABLES>                                  2,391
<ALLOWANCES>                                      58
<INVENTORY>                                    8,184
<CURRENT-ASSETS>                              11,290
<PP&E>                                         6,452
<DEPRECIATION>                                 4,612
<TOTAL-ASSETS>                                14,302
<CURRENT-LIABILITIES>                          4,779
<BONDS>                                          878
                              0
                                        0
<COMMON>                                       1,161
<OTHER-SE>                                     5,742
<TOTAL-LIABILITY-AND-EQUITY>                  14,302
<SALES>                                        5,676
<TOTAL-REVENUES>                               5,676
<CGS>                                          5,973
<TOTAL-COSTS>                                  5,973
<OTHER-EXPENSES>                                   0
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<INTEREST-EXPENSE>                                 0
<INCOME-PRETAX>                                 (319)
<INCOME-TAX>                                     (86)
<INCOME-CONTINUING>                             (233)
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                    (233)
<EPS-PRIMARY>                                   (.20)
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