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 26, 1995 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 1,482,117 shares, $1 par value, was outstanding at May 26, 1995 PENOBSCOT SHOE COMPANY CONDENSED BALANCE SHEET (In thousands) May 26, 1995 November 25, 1994 (Unaudited) (Note (a)) CURRENT ASSETS: Cash & Cash Equivalents $2,637 $1,308 Marketable Securities 3,049 2,556 Refundable income taxes 52 52 Accounts receivable 1,692 3,690 Inventories (Note 2) 3,020 2,469 Other current assets 622 490 _______ _______ TOTAL CURRENT ASSETS $11,071 $10,565 PROPERTY AND EQUIPMENT, AT COST: Buildings $1,412 $1,409 All Other 1,602 1,594 Less accumulated depreciation and amortization 2,608 2,542 _______ _______ NET PROPERTY AND EQUIPMENT $406 $461 _______ _______ TOTAL ASSETS $11,478 $11,026 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY: CURRENT LIABILITIES: Accounts payable $669 $530 Other current liabilities 451 467 _______ _______ TOTAL CURRENT LIABILITIES $1,120 $997 DEFERRED INCOME TAXES $328 $131 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 7,364 7,526 Add net unrealized gain on available-for-sale securities (Note (b)) 293 na Less treasury stock at cost 50,925 shares; 270 270 NET SHAREHOLDERS' EQUITY _______ _______ (Note 3) $10,030 $9,898 TOTAL LIABILITIES AND SHARE- _______ _______ HOLDERS' EQUITY $11,478 $11,026 ======= ======= <FN> Note: (a) The balance sheet at November 25, 1994, has been derived from the audited financial statements at that date. (b) The Company adopted Statement of Accounting Standard No. 115 "Accounting for Certain Investments in Debt and Equity Securities" effective November 26, 1994. See notes to the condensed finincial statements. PENOBSCOT SHOE COMPANY STATEMENT OF INCOME (In thousands, except per share amounts) (Unaudited) For the For the Second Quarter Ended Six Months Ended ____________________ ____________________ May May May May 26, 1995 27, 1994 26, 1995 27, 1994 Net Sales $2,455 $3,667 $5,575 $6,656 Cost and operating expenses: Cost of sales 1,629 2,596 3,695 4,551 Selling and administrative expenses 1,018 1,103 2,104 2,125 _______ _______ _______ _______ Operating income (loss) (192) (33) (224) (21) Other income 142 50 195 164 _______ _______ _______ _______ Income before income taxes (50) 17 (29) 144 Income taxes (23) 4 (16) 52 _______ _______ _______ _______ Net income ($27) $13 ($13) $91 ======= ======= ======= ======= Per Common Share: Net income ($0.02) $0.01 ($0.01) $0.06 Dividends declared 0.05 0.05 0.10 0.10 Average number of common shares outstanding 1,482,117 1,482,040 1,482,117 1,477,448 <FN> See notes to the condensed financial statements. PENOBSCOT SHOE COMPANY STATEMENT OF CASH FLOWS For Six Months Ended May 26, 1995 and May 27, 1994 (In thousands) 1995 1994 Cash flows from operating activities: Net cash provided (used) by operating activities $1,487 $598 Cash flows from investing activities: Proceeds from sale of assets 0 0 Capital expenditures (10) (16) _______ _______ Net cash provided (used) by investing activities (10) (16) Cash flows from financing activities: Dividends paid (148) (148) Purchase of treasury stock 0 21 Net cash provided (used) by _______ _______ financing activities (148) (127) Net increase (decrease) in _______ _______ cash and cash equivalents 1,329 454 Cash and cash equivalent at beginning of period 1,308 1,514 Cash and cash equivalent at _______ _______ end of period 2,637 1,968 ======= ======= Supplemental Disclosure of Cash Flow Information Cash paid during the period for: Interest $0 $0 Income taxes 101 66 PENOBSCOT SHOE COMPANY NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. CONDENSED FINANCIAL STATEMENTS The condensed balance sheet as of May 26, 1995, the statements of income for the second quarter and six-month periods ended May 26, 1995 and May 27, 1994, 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 26, 1995 and for the other periods presented. The results of operations for the period ended May 26, 1995 are not necessarily indicative of operating results for the full year. 2. INVENTORIES Inventories are summarized as follows (in thousands): 5/26/95 11/25/94 5/27/94 FIFO Cost: finished shoes $3,530 $2,825 $3,408 shoes in process 24 35 53 raw materials 393 302 548 _______ _______ _______ $3,947 $3,162 $4,009 Excess of FIFO cost over LIFO inventory value (927) (693) (954) _______ _______ _______ $3,020 $2,469 $3,054 ======= ======= ======= 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 26, 1995, shareholders' equity changed due to the net loss of $13,000, dividends declared of $148,000 and an increase of $293,000 resulting from the inclusion of a net unrealized gain on available-for-sale securities held by the Company. Effective November 26, 1994, the Company adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities", necessitating the inclusion of this net unrealized gain on the balance sheet. PENOBSCOT SHOE COMPANY MANAGEMENT DISCUSSION AND ANALYSIS OF THE SUMMARY OF OPERATIONS Liquidity and Capital Resources: At May 26, 1995, Penobscot Shoe Company had working capital of approximately $9,952,000 versus approximately $9,568,000 at November 25, 1994, an increase of $384,000. The ratio of current assets to current liabilities at May 26, 1995, was 9.9 to 1, compared to 10.6 to 1, at November 25, 1994. The statement of cash flows for the six months ended May 26, 1995, shows an increase of $1,329,000 in cash and cash equivalents since November 25, 1994. The Company's operations provided $1,487,000 since November 25, 1994, primarily due to seasonal fluctuations in accounts receivable. The Company's quarterly dividend amounted to a use of $148,000 during the period and capital expenditures for equipment amounted to a further use of $10,000 during the period. The increases in the Company's inventory, other current assets and accounts payable, as well as the decrease in accounts receivable since November 25, 1994, were the result of ordinary fluctuations. 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 should the need arise. Results of Operations: Net sales for the second quarter ended May 26, 1995 were $2,455,000, down 33% from $3,667,000 in the same quarter last year. A net loss of $27,000, or $.02 per share, was incurred in the current quarter compared to net income of $13,000, or $.01 per share, last year. For the six months ended May 26, 1995, net sales were $5,575,000, down 16% from $6,656,000 a year ago. A net loss of $13,000, or $.01 per share, was incurred in the current year-to-date period, versus net income of $91,000, or $.06 per share, in the corresponding period last year. The significant drop in net sales for the second quarter compared to a year ago was due to lower sales of both prime merchandise and surplus inventory. The ongoing weak retail environment had a negative impact on second quarter sales causing to increased cancellations and reduced reorders. PENOBSCOT SHOE COMPANY MANAGEMENT DISCUSSION AND ANALYSIS OF THE SUMMARY OF OPERATIONS Results of Operations: (continued) Cost of sales was 66% of net sales in the second quarter compared to 71% a year ago resulting in gross profit margins of 34% and 29% in the 1995 and 1994 quarters, respectively. The lower level of surplus sales in the current quarter was the primary reason for this gross margin improvement. Selling and administrative expenses in the current quarter were lower than a year ago due to lower variable costs related to the decrease in sales volume. Other income in the second quarter of 1995 was $142,000, pre-tax, compared to $50,000, pre-tax, in the corresponding quarter in 1994. The current quarter included gains on the sale of securities of $76,000, pre-tax, compared to less than $1,000 last year. Interest income was $16,000, pre-tax, higher than the previous year due to both higher interest rates and higher cash balances invested. While advance bookings for the Fall 1995 season are approximately level with a year ago, the pervasive retail dilemma will continue to stress the Company's margins in the second half of fiscal 1995 compared to last year. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) No exhibits or reports on Form 8-K have been filed during the last quarter of the period covered by this report. 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: June 29, 1995 Paul Hansen _________________________ By: Paul Hansen President and Chief Executive Officer Date: June 29, 1995 David L. Keane _________________________ By: David L. Keane Vice President/Finance and Administration