SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended May 28, 1999
Commission File No. 1-5548
Penobscot Shoe Company
(Exact name of registrant as specified in its charter)
Maine
(State or other jurisdiction of incorporation or organization)
01-0139580
(IRS Employer identification no.)
450 North Main Street, Old Town Maine
(Address of principal executive offices)
04468
(Zip code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Registrant's telephone number, including area code: (207) 827-4431
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, and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__
No _____
Common stock of 1,388,291 shares, $1 par value, was outstanding at
May 28, 1999.
<PAGE>
<TABLE>
PENOBSCOT SHOE COMPANY
CONDENSED BALANCE SHEET
(In thousands)
<CAPTION>
May 28, 1999 November 27, 1998
(Unaudited) (Note (a))
<S> <C> <C>
CURRENT ASSETS:
Cash & Cash Equivalents $ 1,663 $ 454
Marketable Securities 3,849 3,757
Accounts receivable 3,127 3,825
Inventories (Note 2) 5,679 6,568
Other current assets 435 575
_______ _______
TOTAL CURRENT ASSETS $14,752 $15,179
PROPERTY AND EQUIPMENT, AT COST:
Buildings $ 1,443 $ 1,443
All Other 445 496
Less accumulated depreciation
and amortization 1,721 1,725
_______ _______
NET PROPERTY AND EQUIPMENT $ 167 $ 214
_______ _______
TOTAL ASSETS $14,919 $15,393
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable $ 1,208 $ 1,088
Notes payable 0 1,475
Other current liabilities 847 802
_______ _______
TOTAL CURRENT LIABILITIES $ 2,055 $ 3,365
DEFERRED INCOME TAXES $ 168 $ 168
SHAREHOLDERS' EQUITY:
Common stock, $1 par value:
authorized 2,000,000 shares:
issued 1,533,042 $ 1,533 $ 1,533
Capital in excess of par value 1,109 1,109
Retained earnings 10,400 9,602
Add net unrealized gain on
available-for-sale securities 462 455
Less treasury stock at cost
144,752 and 158,051 shares 808 839
NET SHAREHOLDERS' EQUITY _______ _______
(Note 3) $12,697 $11,860
TOTAL LIABILITIES AND SHARE- _______ _______
HOLDERS' EQUITY $14,919 $15,393
======= =======
<FN>
Note: (a) The balance sheet at November 27, 1998, has been derived from
the audited financial statements at that date.
See notes to the condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
PENOBSCOT SHOE COMPANY
STATEMENT OF INCOME
(In thousands, except per share amounts)
(Unaudited)
<CAPTION>
For the For the
Second Quarter Ended Six Months Ended
May 28 May 29 May 28 May 29
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net Sales $5,170 $4,236 $10,875 $9,020
Cost and operating expenses:
Cost of sales 3,062 2,933 6,777 6,106
Selling and administrative
expenses 1,341 1,111 2,739 2,380
_______ _______ _______ _______
Operating income 767 192 1,359 534
Other income 133 27 202 265
_______ _______ _______ _______
Income before income taxes 901 219 1,561 799
Income taxes 361 86 625 319
_______ _______ _______ _______
Net income $ 540 $ 133 $ 936 $ 481
======= ======= ======= =======
Earnings Per Share:
Basic $0.39 $0.10 $0.68 $0.35
Diluted $0.39 $0.10 $0.67 $0.35
Cash dividends per share 0.05 0.05 0.10 0.10
Average number of common shares
outstanding
Basic 1,384,445 1,374,991 1,381,368 1,375,433
Diluted 1,400,420 1,386,011 1,385,562 1,396,779
<FN>
See notes to the condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
PENOBSCOT SHOE COMPANY
STATEMENT OF CASH FLOWS
For Six Months Ended May 28, 1999 and May 29, 1998
(In thousands)
<CAPTION>
1999 1998
<S> <C> <C>
Cash flows from operating
activities:
Net cash provided by
operating activities $1,327 $ 905
Cash flows from investing
activities:
Proceeds from sale of assets 0 0
Capital expenditures (11) (14)
_______ _______
Net cash (used) by
investing activities (11) (14)
Cash flows from financing activities:
Dividends paid (138) (137)
(Purchase)/Sale of treasury stock 31 (60)
Net cash (used) by _______ _______
financing activities (107) (197)
Net increase in _______ _______
cash and cash equivalents 1,209 694
Cash and cash equivalent at
beginning of period 454 403
Cash and cash equivalent at _______ _______
end of period $1,663 $ 1,097
======= =======
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest $ 17 $ 17
Income taxes 445 535
</TABLE>
<PAGE>
PENOBSCOT SHOE COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. CONDENSED FINANCIAL STATEMENTS
The condensed balance sheet as of May 28, 1999, the statements of
income for the second quarter ended May 28, 1999 and May 29, 1998,
and the condensed statements of cash flows for the six-month periods then
ended have been prepared by the Company, without audit. In the opinion of
management, all necessary adjustments, which include normal recurring
adjustments, have been made to present fairly the financial position, results
of operations, and cash flows at May 28, 1999 and for the other periods
presented. The results of operations for the period ended May 28, 1999
are not necessarily indicative of operating results for the full year.
2. INVENTORIES
Inventories are summarized as follows (in thousands):
<TABLE>
<CAPTION>
5/28/99 11/27/98 5/29/98
<S> <C> <C> <C>
FIFO Cost:
finished shoes $6,017 $6,867 $4,315
raw materials 11 11 21
_______ _______ _______
$6,028 $6,878 $4,336
Excess of FIFO cost over
LIFO inventory value (349) (310) (293)
_______ _______ _______
$5,679 $6,568 $4,043
======= ======= =======
</TABLE>
The Company uses the LIFO method because it more realistically
reflects operating results by charging current costs against current
revenues.
3. SHAREHOLDERS' EQUITY
During the six months ended May 28, 1999, shareholders' equity
changed due to the net income of $936,000, dividends declared of $138,000,
a sale of treasury stock of $31,000 and a $5,000 increase in the net
unrealized gain an available-for-sale securities held by the Company.
4. EARNINGS PER SHARE
Basic earnings per share are calculated based on the weighted average
number of shares outstanding. Diluted earnings per share are calculated
based on the same number of shares plus additional shares representing
stock distributable under stock-based plans computed using the treasury
stock method.
<PAGE>
PENOBSCOT SHOE COMPANY
MANAGEMENT DISCUSSION AND ANALYSIS OF THE SUMMARY OF OPERATIONS
Forward Looking Statements:
This report contains certain forward looking statements regarding the
Company. The Company desires to take advantage of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995 and in that regard is
cautioning the readers of this report that a number of important risk factors
could affect the Company's actual results of operations and may cause changes
in the Company's strategy with the result that the Company's operations and
results may differ materially from those expressed in any forward looking
statements made by, or on behalf of, the Company. These risk factors include,
among others, general economic and market conditions, the rate of growth in the
footwear market and consumer acceptance of the Company's product line, and the
risk factors that are discussed from time-to-time in the Company's SEC reports,
including, but not limited to, the report on Form 10-Q for the quarter ended
May 28, 1999.
Liquidity and Capital Resources:
At May 28, 1999, Penobscot Shoe Company had working capital of
approximately $12,698,000 versus approximately $11,815,000 at November
27, 1998, an increase of $883,000. The ratio of current assets to current
liabilities at May 28, 1999, was 7.2 to 1, compared to 4.5 to 1, at
November 27, 1998.
The statement of cash flows for the six months ended May 28, 1999,
shows an increase of $1,209,000 in cash and cash equivalents since November
27, 1998. The Company's operations provided $1,264,000 since November 27,
1998, including net income of $936,000 and ordinary fluctuations in various
current asset and liability accounts. The fluctuations included an increase in
accounts payable, as well as decreases in inventory and accounts receivable, all
mainly as a result of timing. The Company's quarterly dividend amounted to a
use of $138,000 during the six month period. The Company received $31,000 in a
sale of treasury stock.
Management believes that Penobscot Shoe Company remains financially well
structured to consider a variety of financing options should the need arise and
will make choices depending on economic conditions at the time. Options
available include conversion of marketable securities held by the Company into
cash and cash equivalents. The Company also has an established line of credit
with a major bank available for direct borrowing at the prime rate minus 1.5%
should the need arise.
Year 2000 Disclosure:
The Company continues to assess and work to mitigate its Year 2000 exposure
as it pertains to management and operational information systems, key outside
vendor and key customer Year 2000 compliance programs.
The assessment of all internal management and operational information
systems is being supervised and conducted by a team led by the Vice President
of Finance and Administration that includes the Company's in-house information
technology staff. The assessment of all critical internal systems is complete
and all necessary modifications are now done. Testing is underway to determine
if any further modifications are necessary in this area. Testing will continue
throughout the year and into early 2000 as we watch for any unforseen problems
that may arise. At this time, the Company is unable to determine the actual
cost of correcting any deficiencies found during the assessment. Based on the
fact that no significant unanticipated remedial costs have been identified to
date, the Company does not anticipate that the ultimate costs of any additional
required remediation will be significant.
Based on the Company's efforts to date, the Company presently believes
that the Year 2000 Issue will not pose significant operational problems for
its computer systems. The software used by the Company in its operations was
developed over time by in-house programmers. Unlike many other software
programs that used a two digit date and have led to the problems now being
addressed worldwide, the Company's system was based on the use of a one digit
date. As a result, many of the issues being faced for the Year 2000 problems
were faced previosly in the period of 1989-1990. This experience allowed the
Company to utilize in-house staff to make the modifications needed to be Year
<PAGE>
2000 compliant, and to make those modifications at a relatively modest cost. If
the Company failed to make the necessary and proper modifications, the Year 2000
Issue could result in a system failure or miscalculations causing disruptions
to operations, including, among other things, a temporary inability to correctly
process some transactions, send invoices, or engage in similar normal business
activities. The Company's ongoing assessment of Year 2000 risks relating to
non-information technology components such as internal telecommunications,
heating and ventilation equipment has not revealed any problem.
The Company continues to communicate with significant suppliers, shippers,
telecommunications companies and customers to determine the extent to which the
Company may be vulnerable to a failure by any of these third parties to
remediate their own Year 2000 issues. The Company is dependent on many outside
resources for both products and services. Regardless of the Company's efforts
to verify Year 2000 compliance with domestic and non-domestic third parties
involved in sourcing, manufacturing, shipping and ordering, there can be no
assurance that one or more of such third parties will not encounter a Year 2000
problem that would materially and aversely impact the Company's results of
operations. The failure of some of these third parties to be Year 2000
compliant could have a material adverse impact on the Company's ability to
deliver product. The Company is in the process of identifying contingency
arrangements to minimize the adverse impact of third party Year 2000 problems
that could interfere with the Company's operations.
Results of Operations:
Net sales for the second quarter ended May 28, 1999, were $5,170,000, up
22% from $4,236,000 in the same quarter last year. Net income for the current
quarter was $540,000, or $.39 per share, compared to $133,000, or $.10 per
share, in the second quarter last year. Gains from the sales of securities
contributed approximately $59,000, or $.04 per share, to earnings in the
second quarter. The corresponding quarter last year had no such gains.
For the six months year-to-date, net sales were $10,875,000, up 21% from
$9,020,000 a year ago. Net income for the year-to-date period was $936,000, or
$.68 per share, versus $481,000, or $.35 per share, last year. Gains from the
sales of securities amounted to approximately $85,000, or $.06 per share, in the
current year-to-date period. Last year, such gains amounted to $125,000, or $.09
per share.
The increase in sales in the quarter compared to last year was mainly a
result of volume increases. The mix of product sales did provide for a slightly
higher average selling price per pair, further enhancing the sales comparisons.
Cost of sales was 59% compared to 69% a year ago. Costs efficiencies, savings
based on production volumes and reduced levels of surplus footwear sales due
to timing, all contributed to the favorable gross margin.
Selling and administrative costs were up by 21% from last year. Most of
this increase was due to costs variable on sales volume and timing.
Trotters continue to perform well in a generally weak retail footwear
environment. While current delivery schedules suggest that third quarter
sales may be lower than last year's strong third quarter, we are anticipating
a modest increase overall during the second half of 1999.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the
last quarter of the period covered by this report.
<PAGE>
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 under-
signed thereunto duly authorized.
Penobscot Shoe Company
_________________________
(Registrant)
Date: July 2, 1999 Irving Kagan
_________________________
By: Irving Kagan
Chairman of the Board and
Chief Executive Officer
Date: July 2, 1999 David L. Keane
_________________________
By: David L. Keane
Vice President/Finance and
Administration
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-26-1999
<PERIOD-END> MAY-28-1999
<CASH> 1,663
<SECURITIES> 3,849
<RECEIVABLES> 3,625
<ALLOWANCES> (517)
<INVENTORY> 5,679
<CURRENT-ASSETS> 14,752
<PP&E> 1,888
<DEPRECIATION> 1,721
<TOTAL-ASSETS> 14,919
<CURRENT-LIABILITIES> 2,055
<BONDS> 0
<COMMON> 1,533
0
0
<OTHER-SE> 12,697
<TOTAL-LIABILITY-AND-EQUITY> 14,919
<SALES> 10,875
<TOTAL-REVENUES> 11,077
<CGS> 6,777
<TOTAL-COSTS> 9,516
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17
<INCOME-PRETAX> 1,561
<INCOME-TAX> 625
<INCOME-CONTINUING> 936
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 936
<EPS-BASIC> .68
<EPS-DILUTED> .67
</TABLE>
