WELLINGTON HALL LTD
10QSB, 1999-09-14
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 July 31, 1999
                          -------------

( )  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.)

           425 John Ward Rd
            Lexington, N.C.                                         29295
- ----------------------------------------                          ----------
(Address of principal executive offices)                          (Zip Code)


                                 (336) 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                       3,723,220                    July 31, 1999

Traditional Small Business Disclosure Format:     YES [X]      No [ ]

                                  Page 1 of 12
<PAGE>

                                      INDEX

                    WELLINGTON HALL, LIMITED AND SUBSIDIARIES

PART 1.   FINANCIAL INFORMATION                                         PAGE NO.

Item 1.   Financial Statements (Unaudited)

          Consolidated balance sheet - July 31, 1999                       3

          Consolidated statements of income - Three months
          ended July 31, 1999 and 1998                                     4

          Consolidated statements of cash flows- Three months
          ended July 31, 1999 and 1998                                     5

          Notes to  consolidated financial
          statements - July 31, 1999                                       6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                    7

PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                                12

          SIGNATURES                                                      12

<PAGE>

                    WELLINGTON HALL, LIMITED AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                                   (UNAUDITED)
                                   -----------

                                                                      July 31,
      ASSETS                                                            1999
                                                                    -----------
Current assets:
   Cash:
      Cash on hand                                                  $     3,947
   Accounts receivable:
      Trade                                                             762,843
      Less, allowance for doubtful accounts                             (63,843)
      Note receivable - officer                                               0
      Inventories                                                     3,455,121
      Prepaid expenses                                                   57,171
      Deferred income taxes                                                   0
                                                                    -----------
                                                                    $ 4,215,239
                                                                    -----------
   Property and equipment:
      Cost                                                            1,977,256
      Less, accumulated depreciation                                 (1,265,046)
                                                                    -----------
                                                                        712,210
                                                                    -----------
   Other assets
      Deferred income taxes                                             120,806
      Other                                                               8,492
                                                                    -----------
                                                                    $ 5,056,747
                                                                    -----------
      LIABILITIES
Current liabilities:
   Current maturities on long-term debt                             $   969,438
   Notes payable - other                                                675,617
   Accounts payable - trade                                             341,443
   Sundry                                                                 4,112
   Customer deposits                                                     93,570
   Other current liabilities                                            279,884
                                                                    -----------
                                                                      2,364,064
                                                                    -----------
Noncurrent liabilities:
   Long-term debt, less current maturities                            1,369,018
   Deferred compensation accrual                                        294,000
                                                                    -----------
                                                                      4,027,082
                                                                    -----------
      STOCKHOLDERS' EQUITY
Common stock; authorized 6,000,000 shares;
   no par; shares issued and outstanding
   2,289,887                                                          3,781,531

Preferred stock; authorized 5,000,000 shares; $5 par;
   no shares issued and outstanding                                         -0-

Cumulative translation adjustments                                   (1,924,873)

Retained earnings                                                      (826,992)
                                                                    -----------
   Total Stockholders' Equity                                         1,029,665
                                                                    -----------
   Total Liabilities & Equity                                         5,056,747
                                                                    ===========

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

                                       -3-
<PAGE>

                    WELLINGTON HALL, LIMITED AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                        ---------------------------------
                                   (UNAUDITED)
                                   -----------

                                                        Three Months Ended
                                                             July 31,
                                                   ----------------------------
                                                       1998             1998
                                                   -----------      -----------
Revenues:
   Sale of furniture                               $ 1,489,569      $ 1,556,520
   Other income                                          2,524            4,732
                                                   -----------      -----------
                                                     1,492,094        1,561,252
                                                   -----------      -----------
   Costs and expenses:
      Cost of goods sold                             1,077,110        1,155,595
      Other operating, selling, general,
        and administrative expenses                    328,557          343,116
        Interest expense                                96,891          111,154
                                                   -----------      -----------
                                                     1,502,558        1,609,865
                                                   -----------      -----------
      Income (loss) before income taxes
             (benefits)                                (10,464)         (48,613)

      Provision for Income Taxes                           816           14,104
                                                   -----------      -----------

      Net income (loss) for the quarter            ($   11,280)     ($   62,717)
                                                   -----------      -----------
Earnings (loss) per share of common stock:
   Primary and assuming full dilution:

   Net income (loss) for the quarter               ($     .003)     ($     .017)
                                                   -----------      -----------

                 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)
                                   -----------
                                                          Three Months Ended
                                                               July 31,
                                                      -------------------------
                                                         1998            1997
                                                      ---------       ---------
Cash flows from operating activities:
   Net income (loss) for the period                   ($ 11,280)      ($ 63,012)
   Noncash Expenses (Income) Included
     in Net Income
      Depreciations                                      23,594          24,736
      Deferred compensation                               6,000           6,000
   Deferred income taxes                                      0               0
   Changes in assets and liabilities:
      Accounts receivable                              (146,527)        (96,220)
      Note receivable,                                        0           5,139
      Inventories                                       120,807          81,783
      Prepaid expenses                                  (10,021)         15,623
      Other assets                                        1,576            (441)
      Accounts payable, customer deposits,
        and other current liabilities                  (263,667)         79,203
                                                      ---------       ---------
      Net cash provided by (used for)
        operating activities                           (279,517)         52,812
                                                      ---------       ---------
Cash flows from investing activities:
   Purchase of equipment                                 (7,904)         (7,388)
                                                      ---------       ---------
Cash Flow From Financing Activities:
   Payments on short-term debt                          (52,170)        (14,604)
   Proceeds from long-term debt                         282,833         (41,696)
   Proceeds from Equity Capital                          27,000               0
                                                      ---------       ---------
      Net cash provided by (used for)
        financing activities                            257,663         (56,300)
                                                      ---------       ---------
Effect of exchange rate changes on cash                  (2,880)           (921)
                                                      ---------       ---------
      Net Increase (decrease) in cash                   (32,637)        (11,798)
                                                      ---------       ---------
Cash, beginning of quarters                              36,584          32,467
                                                      ---------       ---------
Cash, end of quarter                                  $   3,947       $  20,669
                                                      =========       =========

Cash paid during the quarters for:
   Income taxes                                       $       0       $       0
                                                      =========       =========
   Interest                                           $  96,891       $ 111,153
                                                      =========       =========

                   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)
July 31, 1999

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
     14.24  Lempiras  to 1 U.S.  Dollar.  Income  statement  amounts  have  been
     translated  using the weighted  average  exchange rate which for the period
     was 14.17 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 $230
     and $120 during the quarters ended July 31, 1999 and 1998 respectively.

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 with Lexington State Bank and the term
loan of WHCC with the Overseas Private Investment Corporation (OPIC). As of July
31,  1999,  total  stockholders'  equity  was  $1,029,065  and  the  outstanding
principal  amounts  of the  Lexington  State  Bank  loan and the OPIC  loan were
$1,486,977 and $826,479, respectively.

                                      -6-
<PAGE>

     On June 16, 1999, Lexington State Bank (LSB) the company's primary domestic
lender  restructured  the  company's  debt whereby three lines of credit with an
aggregate total of $1,550,000 and one term loan with a balance of  approximately
$278,00  were  replaced  by a long term loan of  $1,529,784  with the  repayment
amortized over a period of ten years and a line of credit of $300,000.  The long
term loan and line of credit bear interest rates of prime plus 3/4% and the long
term loan is payable in  monthly  installments  of  approximately  $9,830  until
maturity. The long term loan and the line of credit are secured by substantially
all of the Company's domestic assets. Principal payment on the line of credit is
due on demand.  The line of credit and long term loan also contains  restrictive
covenants that prohibit  Wellington Hall from paying  dividends and making other
distributions  with respect to its capital stock. The line of credit is reviewed
annually for renewal.

     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 were scheduled to 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.

     On July 22, 1998,  WHCC requested OPIC to waiver  principal due on July 30,
1998 and on October 31, 1998. As of this date,  WHCC has not been notified as to
the final disposition of that request.  However, no principal payments were made
on either July 30, 1998 nor on October 31, 1998. Only the required  interest was
paid.  On January 31, 1999 and on April 30, 1999 the terms of the loan  required
principal  payments of approximately  $62,000 plus the interest due. The company
made principal payments on each of these dates of approximately $21,000 and paid
the interest that was due and on April 30, 1999 had a past due principal balance
of approximately $207,000.

     After on going  discussion from time to time  throughout  fiscal year ended
April 30, 199, the Company  requested on April 23, 1999 that OPIC amend the loan
agreement  whereby (i) OPIC would accept  $225,000 in  preferred  stock (ii) the
payment of the remaining  loan balance  would be scheduled  over a period of six
years,  and (iii) the company would  received a grace period of one year,  until
July 31, 2000, to make additional  principal payments.  The preferred stock will
be  structured  to assure  OPIC that its stock  would have an equal claim on the
Company's  assets  as does  its  loan  balance.  As of this  date,  OPIC has not
responded  to the request of April 23,  1999.  However,  on July 31,  1999,  the
Company did not make a principal  payment but only paid the interest due on that
date.

     The effect of this request, if granted,  would reduce the loan balance from
approximately  $826,000  at July  31,  1999  to  approximately  600,000;  reduce
interest expense by approximately  $22,550  annually,  and enhance the company's
effort to restore its sales and profit by allowing a period to increase  working
capital.  Since the total debt  outstanding  with the OPIC is due on October 31,
1999,  the Company's  Balance Sheet  reflects the debt as a "Current  Liability"
under  "Current  maturities  on Long Term Debt".  If OPIC  grants the  Company's
request,  approximately  $225,000  will become  equity and the  balance  will be
reflected on the Balance Sheet as a Long Term Debt.

     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.

                                       -7-

     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 a
$300,000  line of credit with  Lexington  State Bank.  The Company pays interest
monthly at the rate of prime plus 3/4% payable monthly 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,  and the
outstanding balance at July 31, 1999 was $289,772.

     MWH has lines of credit with two Honduran banks and as of July 31, 1999, an
aggregate  of $385,845 had been  borrowed  under these  lines.  Borrowings  bear
interest  at a rate  that  ranges  between  29% and 36%  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.

     On April 23, 1999,  Ernst B. Kemm,  upon the Board of  Directors  approval,
purchase 1,333,333 shares of the Company's common stock for $400,000 or $.30 per
share. The purpose of the funds was to reduce trade payable with certain vendors
and sales  representatives,  finance new sales aids, finance the purchase of raw
materials for the Company's  Honduran  facility,  and to finance the purchase of
furniture  from off shore  manufacturers.  On April 30, 1999 most of this equity
was reflected in Note Payable which were down about  $1,265,476  with Mr. Kemm's
investment  accounting for approximately  $344,366 of the total decrease and the
balance of the decrease,  approximately $921,110, as a result of a restructuring
of the Company's loans with Lexington State Bank discussed above.

     On May 4, 1999, the Company and Furniture Classics Limited (FCL) executed a
marketing  agreement  whereby  FCL would  supply the  Company a line of mirrors,
chinese  antiques,  and other  products  from their  foreign  sources  which the
Company will market  exclusively.  Under the terms of this  agreement R. Douglas
Ricks,  the FCL  president  became a  shareholder  on June 22, 1999 by investing
$27,000 for 100,000 shares of the Company's  common stack, has been nominated as
a Director,  and is assisting  management in developing  additional  products to
further  exploit  these new  sources.  As part of the  agreement  and to enhance
Company  sales and  possibly  finance the growth of these  sales,  FCL  received
certain incentives in the form of warrants which are priced and can be exercised
by the following:

     100,000 shares at $0.30 per share exercisable until October 31, 1999
     100,000 shares at $0.40 per share exercisable until July 31, 2000
     100,000 shares at $0.40 per share exercisable until December 31, 2000
     100,000 shares at $0.45 per share exercisable until December 31, 2001
     100,000 shares at $0.45 per share exercisable until December 31, 2001
     100,000 shares at $0.53 per share exercisable until December 31, 2001

     The Company's  other primary  source of liquidity,  other than its lines of
credit,  is net cash provided by operating  activities  which was ($279,517) and
$52,812 in the fiscal first quarter of 1999 and 1998,  respectively The negative
cash contribution in fiscal quarter were primarily as a result of a reduction in
current  liabilities by about $263,667,  principally trade payable's,  which was
off set by the proceeds from equity capital received.  However, the proceed from
the $400,000  received from Ernst B. Kemm late in the previous quarter initially
reduced  short  term  borrowing  but then  were used to  mostly  reduce  current
liabilities. The timing of the receipt of the equity capital in combination with
the timing of the restructuring of the LSB loans described above resulted in the
equity  insertion being mostly reflected as an increase in loan term debt on the
Company's  financial  statement  for the quarter  ending July 31,  1999.  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 July 31, 1999,  accounts  receivable  had increased by  approximately
$146,527 since the beginning of the fiscal year, mostly as a result higher sales
late in the  quarter.  The  receivables  represented  a  turnover  rate of about
forty-seven  days,  a increase of about six days when  compared to the  turnover
rate  reported at April 30,  1999.  The  company's  normal terms of sale for the
payment of invoices is Net 30 days for domestically  produced goods (DPG) and 3%
10; Net 30 for foreign  produced  goods (FPG).  In the case of export sales,  an
Irrevocable Letter-Of-Credit is required.

                                       -8-
<PAGE>

     Consolidated  inventories  decreased  by about  $120,807  during the fiscal
quarter ended July 31, 1999  primarily a result of a reductions in the inventory
of  domestically  produced  goods  as a  results  of  lower  scheduled  assembly
production and to generate operating funds.

     Property and equipment is reported to have increased by about $7,904 during
the fiscal quarter.  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 for the fiscal quarter ended July 31, 1999 was approximately $8,016
used primarily to upgrading the Company's Honduran facilities.

     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 14.24 lempira to the dollar at July 31, 1999. 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 $1.92  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 300,000 additional shares at option prices ranging from $.80
to $1.30  per  share,  150,000  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.

     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 has been tight during all of previous four years.  The sale of stock to
Mr. Bingham  assisted the Company in meeting its working  capital and other cash
needs  during  fiscal  1997.  During  fiscal  years 1998 and 1999,  the  Company
depended  on the  sale of  excessive  inventories,  much  of  which  was  highly
discounted,  to support  continued  operations.  The equity  fund  received as a
result of Mr. Kemm investment and subsequent  events  discussed below along with
the  continue  reduction  of inventory  will be required  for  operating  funds,
hopefully will increased sales during fiscal year 2000.

     The  Company  leases a 4,400  square-foot  showroom  located in High Point,
North Carolina which is utilized to display the Company's products, particularly
new  product  introductions,   during  the  semiannual  International  Furniture
Markets.

                                       -9-
<PAGE>


     On April  19,  1999,  Hoyt M.  Hackney,  the  Company  President,  with the
majority  of the Board of  Directors  approval  , agreed to alter the  "Deferred
Compensation  Agreement"  between Mr.  Hackney and the  Company.  The  agreement
allows  that upon  retirement,  at age 62 or older,  or upon his death he or his
estate would  received  $50,000 per year for a period of ten years.  The Company
has accrued the  expensed of this  obligation  over the last twelve years and is
scheduled to continue  that expense  until the sum of $300,000 has been accrued.
At July 31,  1999 the  Company's  Balance  Sheet  stated a  $294,000  long  term
liability as a result of this accrual.

     The revisions to the "Deferred Compensation Agreement",  not yet finalized,
are expected to reduce the  compensation  to $20,000 per year but not before May
1, 2005. In exchange,  Mr. Hackney would receiving  restricted stock,  1,000,000
shares of common stock at $.30,  which can not be sold until after retirement or
death and then only in increments of 1/10 of the shares per year for a period of
10 years.  This action could  capitalize the $300,000  liability and thus remove
the long term liability from the Company's balance sheet when the transaction is
executed.

     The  primary  purpose  of  the  revisions  to  the  "Deferred  Compensation
Agreement"  is  an  incentive  to  the  Company's  lenders  to  restructure  the
outstanding  Company loans  whereby the potential  outlay of $50,000 per year is
removed,  reduced and/or  delayed to enhance the Company's  ability to repay its
debt over all or part of the period the  restructured  loan long agreement would
specify.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JULY 31, 1999 COMPARED TO THE THREE MONTHS
ENDED JULY 31, 1998

     Consolidated  revenues for the first fiscal quarter ended July 31, 1999 and
1998 were about $1,492,094 and $1,561,252  respectively  representing a decrease
of  approximately  $69,158 or about 4.4%.  Sales of domestically  produced goods
(DPG) for the first  quarter  of fiscal  year  1999 were  about  $968,081,  down
approximately $122,353 or 12.6% from the $968,081 reported last year. The prices
for DPG were last  increased  August 15, 1998 by an  estimated 5 to 6%. Sales of
the Company's Honduran produced goods (HPG), net of intercompany  sales, for the
first  quarter  were  approximately  $528,309  in 1999  versus  $588,438 in 1998
representing  a decrease of $60,129 or 10.2% versus the previous  year's  sales.
The  prices  for HPG were last  increased  April 15,  1999 by an  estimated  6%.
Because of the level of the  backlog of orders for those  products  on April 15,
1999,  the  increased  prices  probably  had  little  to no  affect on the sales
reported for the quarter ended July 31,1999. Sales of the Foreign produced goods
(FPG),  marketed as Wellington  Hall Imports  (WHI),  for the first quarter were
approximately $73,371 in 1999 ,a total increase versus the previous year's sales
since  these  products  were  not  introduced  until  April  1999.  Sales of all
categories of the Company's  products  primarily  through the Company's  outlet,
Pametto  Furniture  Gallery  (PFC),  for the first  quarter  were  approximately
$42,169 in 1999 ,a total  increase  versus the  previous  year's sales since the
outlet was opened during the second quarter of the previous fiscal year.

     The  additional  sales of FPG  during  the  quarter  were the  result of an
agreement  between the Company and Furniture  Classics Limited (FCL) whereby FCL
supplies the Company a line of mirrors,  chinese  antiques,  and other  products
from their  foreign  sources  which the Company is  marketing  exclusively.  The
products the Company is marketing as a result of that agreement were  introduced
at the High Point International Furniture Market held in April 1999. In addition
to the products from FCL, the Company has also established a relationship with a
foreign  manufacturer  and has developed  approximately  thirty designs that are
being produced  exclusively for the Company by a this source.  The Company begin
marketing  these  items in  February of 1998 but only  formally  introduced  the
products at the High Point  International  Furniture  Market held in April 1999.
The first  shipments  of the good are  expected in the second  quarter of fiscal
year 1999 ending  October 31,  1999.  The  Company  does not have a  contractual
relationship with the foreign manufacturer of these products.

     The Company's firm backlog of orders on July 31, 1999 was about $2,093,728,
down about 10.6% from the backlog of about $2,342,513 on April 30, 1999 and down
about 4.1% from the  $2,184,728  reported  at July 31,  1998.  The July 31, 1999
backlog  included  about  $964,000 of  domestically  manufactured  products,  as
opposed  to  about  $1,191,648  included  in the  April  30,  1999  backlog  and
$1,471,000 included in the July 31, 1998 backlog.  The backlog included for WHCC
or  Honduran-produced  products,  less intercompany orders, was $516,255 on July
31, 1999 versus about  $598,010 on April 30, 1999 and $712,849 on July 31, 1996.
The backlog  included for foreign  produced  goods,  marketed as Wellington Hall
Imports and other than the Company's Honduran produced goods, was

                                      -10-

$613,649  at July 31,  1999  versus  $552,794  on April 30,  1999.  There was no
backlog for this category of products included at July 31, 1998.

     The  backlog  changes  and  variations  in the  various  categories  of the
Company's products somewhat reflects the management's  strategy to returning the
the Company to profitability and renewed sales growth.  Basically, that strategy
is to de emphasize  domestic produced goods where profits have been elusive over
the past, to replace that sales volume with new products and product  categories
supplied by foreign, less expensive producers, and to emphasize the sales of the
Honduran produced goods where the Company's believes it has profitable margins.

     Cost of sales  decreased  approximately  $ 78,485 to about  $1,077,110 when
compared to the $1,155,595  reported last year. As a percent of sales,  the cost
was 72.2% versus 74.2% for the fiscal first quarter ended July 31, 1999 and 1998
respectively.  Selling,  general,  and  administrative  expenses decreased about
$14,559 or 4.24%,  dropping  from  $343,116  in the first  quarter  last year to
$328,557 at July 31, 1999.  These  declines  are  directly  related to the lower
sales of  domestically  produced  good and the  reduced  production  activity to
support these sales.

     Interest expenses of about $ 96,891 and $ 111,153 are reported for July 31,
1999 and 1998  respectively.  The  decrease  reflects  mostly a decrease  in the
interest rate applied to the  Company's  borrowings  though the Company's  total
debt was down about $188,000 at July 31, 1999 when compared to the total debt at
July 31, 1998.

     For the fiscal  quarter  ended July 31,  1999,  operating  income  (earning
before interest and taxes) was about $86,427,  .023 cents per share, compared to
$62,541,  .017 cents per share for quarter  ended July 31, 1998.  The net income
for the first quarter of fiscal year 2000 was a loss of about ($11,281),  (.003)
cents per share  versus a loss of about  ($62,717)  or (.017) cents per share at
July 31, 1998.

     The net loss  reported in the first  quarter  ended July 31, 1998 is mostly
the result of lower levels of assembly  production  at the  Lexington  facility.
Because of the lower sales of DPG and the  necessity to reduce DPG  inventories,
it was  necessary  during  the  first  quarter  to  reduce  production  volumes,
primarily assembled  production,  in the Company's domestic operations to levels
below  that  required  to  manage  labor  and  overhead   cost.   The  resulting
inefficiencies significantly and negatively impacted losses incurred as a result
of domestic operations.

     Sales of foreign produced products for the upcoming quarter are expected to
improve as production at the Honduras  facility  rises and more goods from other
foreign  suppliers are expected  allowing the higher backlog of orders 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 and on production of those  products,  DPG, as the
quarter progresses.

                                      -11-
<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
               July 31, 1999:  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: September 12, 1999                By:_________________________
                                           Hoyt M. Hackney, Jr., President and
                                           Chief Executive Officer
                                           Chief Financial Officer


<TABLE> <S> <C>

<ARTICLE>                     5

<S>                           <C>
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<FISCAL-YEAR-END>                          APR-30-2000
<PERIOD-START>                             MAY-01-1999
<PERIOD-END>                               JUL-31-1999
<CASH>                                           3,947
<SECURITIES>                                         0
<RECEIVABLES>                                  762,843
<ALLOWANCES>                                   (63,843)
<INVENTORY>                                  3,455,121
<CURRENT-ASSETS>                             4,215,239
<PP&E>                                       1,977,256
<DEPRECIATION>                               1,265,046
<TOTAL-ASSETS>                               5,056,747
<CURRENT-LIABILITIES>                        2,364,064
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     3,781,531
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 5,056,747
<SALES>                                      1,489,569
<TOTAL-REVENUES>                             1,492,094
<CGS>                                        1,077,110
<TOTAL-COSTS>                                1,405,667
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              96,891
<INCOME-PRETAX>                                (11,280)
<INCOME-TAX>                                       816
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (11,280)
<EPS-BASIC>                                    0.003
<EPS-DILUTED>                                    0.003


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