WELLINGTON HALL LTD
10QSB, 1997-12-15
WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the Period Ended October 31, 1997
                                      ----------------

( )  Transition  Report  Pursuant  to Section  13  or  15(d) of  the  Securities
     Exchange Act of 1934 For the Transition period from            to
                                                         ----------    ---------
Commission file number 0- 3928
                       -------

                            Wellington Hall, Limited
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         North Carolina                                          56-0815012
- -------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

        Route 1, U.S. Highway 29
             Lexington, N.C.                                        29293
- ----------------------------------------                         ----------
(Address of principal executive offices)                         (Zip Code)

                                 (910) 249-4931
              ----------------------------------------------------
              (Registrant's Telephone Number, including Area Code)

     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 the number of shares outstanding of each of insurer's classes of common
stock, as of the latest practicable date.

    CLASS                       Number of Shares                     Date
    -----                       ----------------                     ----
 Common Stock                       2,289,887                  October 31, 1997

Traditional Small Business Disclosure Format:

YES [X]   No [ ]

                               Page 1 of 11 Pages
<PAGE>

                                      INDEX

                    Wellington Hall, Limited and Subsidiaries

Part 1. Financial Information                                           Page No.

Item 1. Financial Statements (Unaudited)

     Condensed consolidated balance sheet - October 31, 1997                3

     Condensed consolidated statements of income - Six months ended         4
     October 31, 1997 and 1996

     Condensed consolidated statements of cash flows- Six months ended      5
     October 31, 1997 and 1996

     Notes to condensed consolidated financial statements
     - October 31, 1997                                                     6

Item 2. Management's Discussion and Analysis of

     Financial Condition and Results of Operations                          8

Part II. Other Information


Item 6. Exhibits and Reports on Form 8-K                                   11

     Signatures                                                            11

                                       -2-
<PAGE>

                    WELLINGTON HALL, LIMITED AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                                   (unaudited)
                                   -----------

                                                  Quarter Ended      Year Ended
                                                    October 31,       April 30,
                                                       1977             1996
                                                       ----             ----
          ASSETS                                                 
Current assets:                                                  
  Cash:                                                          
       Cash on hand                                     $ 400             $ 400
       Cash in demand deposits                         25,887            53,715
Accounts receivable:                                              
       Trade                                          779,949           986,954
       Less, allowance for doubtful accounts          (63,843)          (63,843)
  Note receivable - officer                            14,561            28,393
  Inventories                                       4,478,148         4,363,027
  Prepaid expenses                                    187,467           170,434
  Deferred income taxes                                19,713            19,713
                                                  -----------       -----------
                                                    5,442,282         5,558,793
                                                  -----------       -----------
Property and equipment:                                           
  Cost                                              2,160,461         2,150,193
  Less, accumulated depreciation                   (1,328,872)       (1,281,690)
                                                  -----------       -----------
                                                      831,589           868,503
                                                  -----------       -----------
Other assets:                                                     
  Deferred income taxes                                98,532            98,532
  Other                                                34,246            34,735
                                                  -----------       -----------
                                                      132,778           133,267
                                                  -----------       -----------
                                                  $ 6,406,649       $ 6,560,563
                                                  -----------       -----------
          LIABILITIES                                             
Current liabilities:                                              
  Current maturities on long-term debt              $ 258,381         $ 196,443
  Notes payable - other                             1,926,989         1,935,972
  Accounts payable - trade                            383,894           372,139
  Customer deposits                                    83,579            45,757
  Other current liabilities                           462,385           298,014
                                                  -----------       -----------
                                                    3,115,228         2,848,325
Noncurrent liabilities:                                           
  Long-term debt, less current maturities           1,058,284         1,205,294
  Deferred compensation accrual                       252,000           240,000
                                                  -----------       -----------
                                                    4,425,512         4,293,619
                                                  -----------       -----------
          STOCKHOLDERS' EQUITY                                    
Common stock; authorized 6,000,000                                
 shares; no par; shares issued and                                
 outstanding  1997 - 2,289,887 and                                
 1996 - 1,689,887                                   3,354,531         3,354,531
                                                                  
Preferred stock; authorized 5,000,000                             
 shares; $5 par;  no shares issued and                            
 outstanding for 1997 and 1996                              0                 0
                                                                  
Cumulative translation adjustments                 (1,861,762)       (1,856,648)
                                                                  
Retained earnings                                     488,368           769,061
                                                  -----------       -----------
                                                    1,981,137         2,266,944
                                                  -----------       -----------
                                                  $ 6,406,649       $ 6,560,563
                                                  ===========       ===========
                                                                 
                   The accompanying notes are an integral part  
                    of the consolidated financial statements    
                                                                
                                       -3-                      
<PAGE>                                                          
                                                               

                    WELLINGTON HALL, LIMITED AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                        ---------------------------------
                                   (unaudited)
                                   -----------
<TABLE>
<CAPTION>

                                          Three Months Ended          Six Months Ended
                                              October 31,                October 31,
                                           1997         1996          1997         1996
                                           ----         ----          ----         ----
Revenue:
<S>                                    <C>         <C>           <C>           <C>       
 Sale of furniture                     $1,467,983  $ 1,586,709   $ 3,040,802   $2,833,407
 Other income                                 253       14,182         1,620       16,321
                                       ----------  -----------   -----------   ----------
                                        1,468,236    1,600,891     3,042,422    2,849,728

Cost and expenses:
 Cost of goods sold                     1,004,333    1,066,480     2,320,610    1,917,071
 Other operating, selling, general
  and administrative expenses             341,169      382,980       772,257      702,578
 Interest expense                         113,775      101,834       229,985      193,220
                                       ----------  -----------   -----------   ----------
                                        1,459,277    1,551,294     3,322,852    2,812,869
                                       ----------  -----------   -----------   ----------

      Income (loss) before
       income taxes (benefits)              8,959       49,597      (280,430)      36,589

Income tax benefits                         3,176       (1,881)        3,176          396
                                       ----------  -----------   -----------   ----------

      Net income (loss)
       for the years                   $    5,783  $    51,478   $ ( 283,606)  $   36,463
                                       ==========  ===========   ===========   ==========

Earnings (loss) per share of common
 stock:
  Primary and assuming full dilution:

 Net income (loss) for the years            $ -0-  $       .02   $      (.12)  $      .02
                                       ==========  ===========   ===========   ==========
</TABLE>

                 The accompanying notes are an integral part of
                      the consolidated financial statements

                                       -4-
<PAGE>



                    WELLINGTON HALL, LIMITED AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                            Six Months Ended
                                                               October 31,

                                                           1997          1996
                                                           ----          ----
Cash flows from operating activities:
 Net income (loss) for the years                        $(283,606)    $  36,426
 Adjustments to reconcile net income (loss)
  to net cash provided by (used for)
  operating activities:
  Depreciation                                             48,263        48,531
  Gain on sale of equipment
  Deferred compensation                                    12,000        12,000
  Deferred income taxes                                       -0-           -0-
  Changes in assets and liabilities:
   Accounts receivable                                    206,504      (132,396)
   Note receivable, officer                                13,832           -0-
   Inventories                                           (120,306)     (284,396)
   Prepaid expenses                                       (17,149)      (27,904)
   Other assets                                               310        (3,014)
   Accounts payable, customer deposits,
    and other current liabilities                         214,530        44,843
                                                        ---------     ---------

    Net cash provided by (used for)
     operating activities                                  74,378      (305,910)
                                                        ---------     ---------
Cash flows from investing activities:
 Purchase of equipment                                    (15,620)      (33,158)
                                                        ---------     ---------
   Net cash used for investing activities                 (15,620)      (33,158)
                                                        ---------     ---------

Cash flows from financing activities:
 Short-term borrowings                                     (6,713)       58,016
 Payments on long-term debt                               (85,001)      237,148
 Proceeds from issuance of stock                              -0-           -0-
                                                        ---------     ---------
   Net cash provided by (used for)
    financing activities                                  (91,714)      295,164
                                                        ---------     ---------
Effect of exchange rate changes on cash                     5,128        20,093
                                                        ---------     ---------

   Net increase (decrease) in cash                        (27,828)      (23,811)

Cash, beginning of years                                   54,115        54,287
                                                        ---------     ---------
Cash, end of years                                      $  26,287     $  30,475
                                                        =========     =========
Cash paid during the years for:
 Income taxes                                               $ -0-         $ -0-
                                                        =========     =========
 Interest                                               $ 229,985     $ 193,220
                                                        =========     =========

                   The accompanying notes are an integral part
                    of the consolidated financial statements

                                       -5-
<PAGE>

                    WELLINGTON HALL, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
October 31, 1997

1.  In the  opinion  of  management,  the  accompanying  unaudited  consolidated
    financial  statements  contain all  adjustments  (consisting  of only normal
    recurring  accruals)  necessary to present fairly the financial  position of
    the Company for the interim period presented.

2.  Promotional costs are expensed as they are incurred.

3.  The  company  takes a physical  inventory  at the end of the second  quarter
    (October 31) and at year-end (April 30). At the end of each month and at the
    end of the  first  quarter  (July 31) and the third  quarter  (January  31),
    inventories are adjusted to purchases, production and shipments.

4.  The  financial  statements  of the  Company's  foreign  subsidiary,  Muebles
    Wellington  Hall, S.A., have been translated into U.S. dollars in accordance
    with FASB Statement No. 52. All balance sheet accounts have been  translated
    using the current ("spot") exchange rates at the balance sheet date or 13.09
    Lempiras to 1 U.S.  Dollar.  Income  statement  amounts have been translated
    using the  weighted  average  exchange  rate  which for the period was 13.08
    Lempira to 1 U.S. Dollar.  The gains and losses resulting from the change in
    exchange  rates  during  the  quarter  have been  reported  separately  as a
    component  of   stockholders'   equity  entitled   "Cumulative   Translation
    Adjustments".  Net currency  transaction  gains or losses which occur during
    the quarter are included in net earnings and amounted to approximately  $618
    and $5,211  during the six month  period  ended  October  31,  1997 and 1996
    respectively.

                                       -6-
<PAGE>

Item 2:

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

    The  Company's  principal  long-term  capital  resources  are  shareholders'
equity,  the term loan of Wellington  Hall (WHL) with Lexington State Bank (LSB)
and the term loan of Wellington  Hall Caribbean  Corp.  (WHCC) with the Overseas
Private   Investment   Corporation   (OPIC).  As  of  October  31,  1997,  total
stockholders' equity was $1,981,138 and the outstanding principal amounts of the
LSB loan and the OPIC loan were $362,604 and $929,061, respectively.
    The Lexington State Bank loan bears interest at the prime rate plus 1.5% and
is payable in monthly  installments  of $7,000 until maturity on April 10, 2002.
It is secured by substantially  all of the Company's  domestic  assets.  The net
proceeds of the loan were used to  refinance  indebtedness  used to purchase and
expand the Company's Lexington, North Carolina facility.
    In July 1996, the Company began negotiating with OPIC to amend the OPIC loan
agreement then in effect to provide more  favorable  terms.  Principal  payments
were scheduled to double from approximately $31,000 per quarter to approximately
$62,000 per quarter  beginning on July 31, 1996 with a final balloon  payment of
$185,812  due on  October  31,  1999.  Under the loan  agreement,  WHCC was also
obligated to make quarterly  interest  payments at the rate of 12% per annum. On
March 10, 1997,  WHCC and OPIC executed an amended loan  agreement  that,  among
other things,  lowered the interest rate to 10% per annum as of November 1, 1996
and waived  principal  payments from July 31, 1996 until July 31, 1997, at which
time the Company  began  making  quarterly  payments of  approximately  $31,000.
Principal  payments  increase to  approximately  $62,000 on July 31, 1998 with a
balloon  payment  of  approximately  $557,438  due on  October  31,  1999.  Upon
execution of the amended  documents,  WHCC paid OPIC a rescheduling fee of 1% of
the  principal  balance.  The proceeds  from the OPIC loan,  together with funds
generated  internally by Wellington  Hall,  were used to acquire and improve the
Honduran Facilities.
    The OPIC loan prohibits the payment of dividends and other  distributions by
Wellington  Hall and requires  that it maintain a stated  amount of tangible net
worth as well as certain financial  ratios,  including current assets to current
liabilities and total  indebtedness to tangible net worth. In addition,  WHCC is
required  to  maintain a stated  amount of  current  assets in excess of current
liabilities,  and WHCC and MWH are required to maintain stated ratios of current
assets to current liabilities and indebtedness to tangible net worth. Wellington
Hall, WHCC an MWH are each in compliance with the requirements of the OPIC loan.
    Under the OPIC loan arrangement,  Wellington Hall is obligated to supply any
necessary funds to WHCC to meet WHCC's obligations thereunder,  and MWH has also
guaranteed the  obligations  of WHCC. The OPIC loan is secured by  substantially
all of the tangible assets of the Honduran Facilities.
    The Company's primary sources of liquidity are bank lines of credit and cash
flow from operations.  For its domestic operations,  the Company has three lines
of credit with  Lexington  State Bank.  Under its primary line,  the Company may
borrow the  lesser of (i)  $1,200,000  or (ii) the sum of 70% of the  Wellington
Hall's  accounts  receivable  less than 60 days old,  50% of its  finished  good
inventories  and 10% of work in  process  and raw  material  inventories.  As of
October 31, 1997,  the Company had  $1,167,400 in borrowings  under this line of
credit.  The  Company  pays  interest  monthly  at the rate of prime  plus 1% on
outstanding borrowings under the facility. Principal payments are due on demand.
The line of credit also contains restrictive  covenants that prohibit Wellington
Hall from paying  dividends and making other  distributions  with respect to its
capital stock and require it to maintain  certain  financial  ratios,  including
current assets to current  credit.  The line of credit is reviewed  annually for
renewal.
    Wellington Hall is also indebted to Lexington State Bank under a demand loan
for  $100,000  borrowed  in 1993 to  finance  working  capital.  The loan  bears
interest at the prime rate plus 1% payable monthly,  and the outstanding balance
at October 31, 1997 was $43,600.
    On January 16,  1997,  Wellington  Hall  executed  the loan  documents  that
increased  its  line of  credit  from  Lexington  State  Bank in the  amount  of
$250,000.  Outstanding  borrowings under this facility will bear interest at the
rate of prime plus 1 1/2%,  payable monthly,  and the outstanding  balance as of
October 31, 1997 was $224,000.
    The  Lexington  State Bank lines of credit  and demand  loan are  secured by
substantially all of the Company's domestic assets.
    On October  31,  1997,  the company  had and  aggregate  balance of $115,000
available from LSB for future borrowing.

                                       -7-
<PAGE>

MWH has lines of credit with two Honduran banks in an aggregate  amount of about
$590,000.  As of October 31, 1997,  an  aggregate of $492,217 had been  borrowed
under  these  lines,  leaving   approximately  $81,000  for  future  borrowings.
Borrowings bear interest at rates ranging from 28% to 35% payable  quarterly and
principal  is payable on demand.  The lines are  secured by a second lien on the
fixed assets of MWH and current assets.
    The  Company's  other  primary  source of liquidity is net cash  provided by
operating  activities  which was $74,378 and  ($305,901)  in the fiscal 1998 and
1997,  respectively.  The funds  provided  during the quarter was primarily as a
result  of  decreases  in  account  receivable.  If the  Company  is to meet its
liquidity needs in the future,  it must continue to generate positive cash flows
and avoid any significant losses in the future.
    As of October 31, 1997,  accounts  receivable had decreased by approximately
$206,500 since the beginning of the fiscal year,  mostly as a result lower sales
and an improved turn on the outstanding receivables. The receivables represented
a turnover rate of about  forty-seven  days, a decrease of about eight days when
compared to the turnover rate reported at April 30, 1997.
    Accounts payable were reduced by approximately $36,900 reflecting mostly the
curtailment of domestic  production reducing the requirements for raw materials.
The Company has generally paid its vendors and material  suppliers  within their
terms.
    Consolidated  inventories  increased  by  about  $115,000  by the end of the
fiscal quarter ended October 31, 1997  primarily a result of an increased  level
of raw  materials  inventories  at the Honduras  facility to support  efforts to
increase  production in response to the higher backlog of orders for the foreign
produced products.
    Property and equipment is reported to have increased by about $10,000 during
the two fiscal quarters,  however,  expenditures were approximately $15,600 with
the difference attributable to the devaluation of the Honduran currency relative
to the prior fiscal year end of  approximately  1%. The historical  value of the
Company's  Honduran assets are carried on the  subsidiaries'  books in the local
currency,  the lempira.  Lempiras  are  converted to dollars at the spot rate in
effect at period end when the Company's  financial  statements are consolidated,
and the reduction to the reported  value of these assets  appears as part of the
translation adjustment.
    There are no  significant  capital  expenditures  planned for the balance of
fiscal year 1998 and  expenditures  are  expected  to be limited to  maintenance
needs which develop from time to time.  The  Company's  total outlay for capital
improvements  during six month period ended  October 31, 1997 was  approximately
$15,600 used  primarily to upgrading the  Company's  domestic  operations  water
supply  piping and to  completing  the  retubing  of its boiler at the  Honduran
facilities used to dry wood.
    The Company is subject to the risk that  foreign  currency  fluctuation  may
have an adverse impact on its operations,  For example, if the Honduran currency
were to stabilize in the future or to increase in value against the dollar,  the
Honduran  subsidiary's  cost might increase causing profit margins to erode. The
Company,  however,  does  not  engage  in  any  hedging  of  the  exchange  rate
fluctuations.  Since the  acquisition  of the Honduran  subsidiary in 1989,  the
lempira has continually  devalued against the U.S.  dollar,  from 2.0 lempira to
the dollar in 1989 to 13.09 lempira to the dollar at October 31, 1997.  Although
the devaluation of the lempira has resulted in reductions in the historical book
value  of  the  assets  and  liabilities   and  a  corresponding   reduction  to
shareholders'  equity  in the  form of a $1.86  million  cumulative  translation
adjustment,  the  Company  also  benefits  from  lower  product  cost  from  the
subsidiary  as the  lempira  devalues.  In view of the  long-term  trend  of the
devaluation,  management  believes that hedging of the exchange rate fluctuation
is unnecessary and could reduce or eliminate the benefits of lower product costs
resulting from any continued devaluation.
    As of  September  1, 1996,  the  Company  executed an  Employment  and Stock
Purchase Agreement with Arthur F. Bingham (the "Agreement"). On October 10, 1996
Mr. Bingham loaned the Company  $285,694 at terms included in an addendum to the
Agreement.  On February 12, 1997 and,  during the Company's last fiscal quarter,
Mr.  Bingham  purchased  600,000  shares of common  stock at a price of $.50 per
share,  which purchase price was paid by  cancellation of the foregoing loan and
for an  additional  investment  of $14,306.  Mr.  Bingham has also been  granted
options to purchase 600,000 additional shares at option prices ranging from $.50
to $1.30  per  share,  450,000  of which  are  subject  to  certain  performance
conditions.
    In 1989,  the Company  acquired  the  Honduran  Facilities  and  anticipated
raising  $1,500,000  through  the sale of the  Company's  stock by the  board of
directors.  The private  placement  ended early in 1990  having  produced  about
one-half the funds anticipated. The result of not raising all the funds has been
that the Company has had to incur more debt and  restrict  capital  expenditures
that were both in its  original  plans at the time of the  acquisition  and that
have developed since the acquisition. Because of this debt, sales needed to grow
rapidly from the time of the acquisition to a level at which  operating  incomes
would be adequate to service the debt and to fund  capital  needs if the Company
was to grow.  Maintaining an adequate level of sales since the  acquisition  has
been possible only for limited periods of time, mostly as a result of a sluggish
furniture  economy  that has  existed  over  much of that  time,  a period  that
includes two  recessions.  The sluggish  furniture  economy has also reduced the
industry's distribution base, especially the base of mid to small retailers more
committed to using smaller  manufacturers,  such as the Company,  as a resource.
Furthermore, management believes that the consumer taste in home furnishings has
swung away from the more  formal  designs  and  executions  that the Company has
marketed to more informal designs.

                                       -8-
<PAGE>

Management  believes  that the  resulting  situation is that the Company has too
much debt  service,  given its sales  volume  most  recently  achieved,  and has
inadequate  funds for its plans to  restoring  and  growing its sales to a level
where its  operating  profits can  accommodate  its needs.  The  Company's  cash
position  remains  tight as was the case during all of fiscal years 1996,  1997,
and the first half of 1998, having  experienced  excessive wood deliveries early
in the fiscal year 1996 and then a slow furniture economy and lower sales during
the balance of the both fiscal years while the Company  continued to service its
high  level of  indebtedness.  The sale of stock  to Mr.  Bingham  assisted  the
Company in meeting its working capital and other cash needs during fiscal 1997.
    Management  recognized  early in fiscal  year 1997,  that if sales,  then in
decline,  were to be restored to a level necessary to achieving adequate profits
it would first be necessary to manage the Company's limited finances in a manner
that would maintain  sufficient funds to support continued  operations until its
marketing  efforts  produced  increased  sales  volume.  In addition  management
believed it essential that the Company's  financial condition be strengthened by
providing  funds both to finance a recovery and to  addressing  the  debt-equity
problem in general.  A strategy  was  formulated  that  addressed  securing  the
necessary  funding and  improving  the  debt-equity  problem.  The plan consists
primarily  of (i) the  private  placement  of  stock  to Mr.  Bingham,  (ii) the
Company's debt restructuring, both as discussed herein above, (iii) the offering
of stock to the  shareholders of Company and to the public,  as discussed herein
below,  (iv) the grant of options to certain  key  employees,  discussed  in the
Notes to the Consolidated Financial Statements,  and (v) reducing inventories to
finance continued operations, as discussed herein below .
    On February  21,1997,  the Company filed a  registration  statement with the
Securities and Exchange Commission for the offer and sale of 1,689,887 shares of
its common  stock.  The shares will be offered first to the holders of record of
its  outstanding  common  stock  as of a date at or  about  the  time  that  the
registration  statement  becomes  effective,  who will have the right for thirty
days to  purchase  one  additional  share for each share then held at a price of
$.50 per  share.  Each  Wellington  Hall  shareholder  as of that  date may also
subscribe within that thirty day period for additional shares, and any available
shares will be sold to shareholders  who have subscribed  therefor on a pro rata
basis.  Any shares  still  remaining  after the  expiration  of the  offering to
Wellington  Hall  shareholders  may be sold to  persons  who are not  directors,
officers or shareholders of Wellington Hall.
    The  aforementioned  stock  offering has been  delayed and the  registration
statement filed with respect thereto is not expected to become effective,  if at
all, until some future date.
    The  foregoing  plan removed some of the pressure on the  Company's  working
capital,  made funds available to support marketing  requirements and slowed the
negative effect of servicing the debt for the near term. The balance of the plan
would be aimed at reducing debt and the corresponding costs thereof.

 RESULTS OF OPERATIONS

THREE MONTHS AND SIX MONTHS ENDED  OCTOBER 31, 1997 COMPARED TO THE THREE MONTHS
AND SIX MONTHS ENDED JULY 31, 1996

    Consolidated  revenues for the second quarter were down about $133,000 or 8%
but increased approximately $192,000 or 7% for the first half of the fiscal year
when  compared with the result  reported last year.  The decline was a result of
reduced sales for both  domestically  produced goods and foreign  produced goods
normally sold to retail  customers.  The increase was entirely the result of OEM
sales,  (products  sold  to  other  manufacturers),  produced  in  the  Honduran
facility.  These  results were not effected by changes in the  Company's  prices
though  prices on those  product  distributed  through  retailers  were increase
between four and five percent in October.
    Sales of domestically  produced goods for the quarter were about $1,049,000,
down $68,000 or 6% from the  $1,117,000  reported  last year while sales for the
six month period were  $2,033,000  about even with the $2,026,000  recorded last
year.  Sales of foreign  produced  goods,  net of inter company  sales,  for the
quarter were  approximately  $568,000  down  $107,000  from the previous  year's
second  quarter and were  $1,326,000  for the  twenty-six  weeks and increase of
$245,000  over the prior year.  The  consolidated  sales  included  $211,000 and
$418,000, for the quarter and half year respectively, of highly discounted sales
of inventories deemed to be slow moving, of unacceptable  quality or discontinue
product.  Without  these  highly  discounted  sales,  revenues  would  have been
significantly less.
    The sales of  domestic  products  during the quarter and half year were at a
level  consistent  with the level of sales  reported over the last two years and
remains well below the Company's  production  capacity and an estimated level of
sales  necessary for the operation to be  profitable.  The Company  experience a
significant  drop in the rate of incoming orders for these products last in 1994
and has experience a continuing downward trend since that

                                       -9-
<PAGE>

time. Several fundamental factors probably contribute to the cause of this trend
including the somewhat distress level of the furniture economy during the period
relative to the strong nation economy, a shrinking distribution base as more and
more retailer have gone out of business,  changing consumer taste away from more
formal designs such as the Company's  products,  and imports which have possibly
undercut the value of domestically produced goods.
    Means of  reversing  the  downward  trend  regarding  sales of  domestically
produced products and returning those operations back to profitability have been
elusive,  and several  avenues pursued over time have shown initial promise only
to stall and have little lasting material effect.  It is uncertain whether these
trends  will  continue  but, if the  Company's  strategies  do not  successfully
counteract  these trends,  they could continue to have a material adverse effect
on the Company's results of operations and financial condition.
    The decline in domestic  sales has also  negatively  effected  the  Companys
foreign  operations.  The domestic operation was consuming a significant portion
of the foreign output as dimension  stock,  carved and/or turned  components and
unfinished assemblies into domestic production. The decline has effectively cost
the foreign operation its best and largest customer. To counteract this loss and
to increase  revenues  and  operations  at the Honduran  facility,  considerable
effort continues to be directed at selling other manufactures and wood consumers
their products and production  requirements;  OEM sales.  These sales during the
quarter ended October 31, 1997 were about $85,000 and virtually the same as last
year.  For the half year the sales were  approximately  $338,000  an increase of
about $205,000 or 154% and accounted for  practically  all the growth in foreign
produced  goods  and  consolidated  revenues  and  accounted  for  11% of  total
consolidated sales up from 5.0% last year.
    The Company's firm backlog of orders on October 31, 1997 was $2,115,333,  up
about 3% and 6%  respectively  when  compared  with the backlog of $2,047,369 on
April 30, 1997 and the  $1,996,702  reported at October  31,  1996.  The current
backlog included $1,191,795 of domestically - manufactured  products, as opposed
to $1,289,542  included in the April 30, 1997 backlog and $1,498,110 included in
the October 31, 1996 backlog , which decrease  reflects the continuing  downward
trend in the Company's ability to successfully market its domestic products. The
backlog for WHCC and Honduran-produced  products,  less intercompany orders, was
$923,538 on October 31, 1997 versus  $757,827 on April 30, 1997 and  $498,592 on
October 31,  1996.  The  increase  primarily  reflects  more  recent  success in
securing  orders from other  manufacturers  for their  products  (OEM sales) and
improved  orders for the Company  foreign  produced  line  normally sold through
retailers.
    Cost of sales decreased  approximately  $62,000 to about  $1,004,000 for the
second quarter ended October 31, 1997 and were 68% of sales. However, these cost
for the half year increased  approximately $400,000 or 21% as compared with last
year,  reflecting primarily the reduced level of domestic production  especially
during the first quarter ended July 31, 1997 and the sales of highly  discounted
goods.
    Selling, general and administrative expenses decreased about $41,000 or 11 %
for the second fiscal quarter but increased  about $70,000 during the first half
year mostly as a result of the addition a Sales and Marketing  manager and other
general  marketing costs. The Company expects to continue to support an expanded
marketing effort.
    Interest  expenses of $113,775 for the fiscal quarter  represent an increase
of about $12,000 over that paid during the previous year second quarter. For the
six month period were  $229,0985 up about $37,000 over the same period the prior
year. As a result of added  borrowing  during the previous fiscal year and after
last years second quarter. The additional borrowing covered operating losses and
increased  wood  purchases  at the  Honduras  facility  to raise  production  in
response to the improved level of orders and the higher backlog.  Long-term debt
declined  during  the six  month  period  by by about  $88,000  and  short  term
borrowing decreased by approximately  $14,000 since the beginning of the current
fiscal year.
    For  the the  fiscal  quarter  ended  October  31,  1997,  operating  income
(earnings before interest and taxes) was $122,734, 5.0 cents per share, compared
to $151,449, 7.0 cents per share for quarter ended October 31, 1996. For the six
month period ended October 31 1997 the operating income was a loss of ($50,446),
($.02) per share versus the  previous  years gain of $230,079 or $.10 per share.
Net income for the second quarter was $5,783, virtually breaking even, while for
the six month  period  there is a net loss of  ($283,606)  or ($.12)  per share,
compared  to a net gain of  $36,463  or $.02 per share for the prior  year's two
quarters.
    The  essentially  break even  performance in the second quarter and the loss
reported  for the first half year are a result  generally  of slow sales and the
Company's  limited  operating  capital.  Because  of the slow sales and to avoid
increasing inventories, it was necessary, during part of the first two quarters,
to reduce production volumes,  primarily assembled production,  in the Company's
domestic  operation to levels  below that  required to manage labor and overhead
cost. In addition,  the Company sold off  inventories  at  discounted  prices to
generate cash to cover the operating loss and to finance continued operations.
    Sales of foreign produced  products for the upcoming quarter are expected to
improve as production  at the Honduras  facility  rises  allowing the backlog of
orders at October 31, 1997 for these products to be shipped.  There remains some
doubt as to the performance that might be expected from the domestic  operations
which will be more dependent on the amount of orders received for those products
as the quarter progresses.

                                      -10-
<PAGE>

                                     PART II

Other Information


Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits Filed:

          Exhibit No.                Description


          3.1     Amended and Restated Charter of Wellington Hall Limited.
                  Incorporated by reference

          3.2     Bylaws of Wellington Hall, Limited, as amended.
                  Incorporated by reference

     (b)  Reports on From 8-K filed during the quarter ended
          October 31, 1997: None


                                   SIGNATURES

    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.

                                       WELLINGTON HALL, LIMITED
                                             (Registrant)

Date: December 15, 1997                By: /s/ Hoyt M. Hackney, Jr.
                                           -----------------------------------
                                           Hoyt M. Hackney, Jr., President and
                                           Chief Executive Officer
                                           Chief Financial Officer

                                      -11-

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule  contains summary financial  information  extracted from Unaudited
Consolidated Balance Sheet and Consolidated Statement of Income and is qualified
in its entirety by reference to such Notes to Financial Statement.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              APR-30-1998
<PERIOD-START>                                 MAY-01-1997
<PERIOD-END>                                   OCT-31-1997
<CASH>                                            26,287
<SECURITIES>                                           0
<RECEIVABLES>                                    779,949
<ALLOWANCES>                                      63,843
<INVENTORY>                                    4,478,148
<CURRENT-ASSETS>                               5,442,282
<PP&E>                                         2,160,461
<DEPRECIATION>                                 1,328,872
<TOTAL-ASSETS>                                 6,406,649
<CURRENT-LIABILITIES>                          3,115,228
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                       2,289,887
<OTHER-SE>                                       488,368
<TOTAL-LIABILITY-AND-EQUITY>                   6,406,649
<SALES>                                        3,040,802
<TOTAL-REVENUES>                               3,042,422
<CGS>                                          2,320,610
<TOTAL-COSTS>                                  3,092,867
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                  63,843
<INTEREST-EXPENSE>                               229,985
<INCOME-PRETAX>                                 (280,430)
<INCOME-TAX>                                       3,176
<INCOME-CONTINUING>                             (283,606)
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                    (283,606)
<EPS-PRIMARY>                                       (.12)
<EPS-DILUTED>                                          0
        


</TABLE>


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