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 August 29, 1997 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 1,387,691 shares, $1 par value, was outstanding at August 29, 1997 PENOBSCOT SHOE COMPANY CONDENSED BALANCE SHEET (In thousands) August 29, 1997 November 29, 1996 (Unaudited) (Note (a)) CURRENT ASSETS: Cash & Cash Equivalents $ 659 $ 548 Marketable Securities 3,223 3,299 Accounts receivable 3,168 3,319 Inventories (Note 2) 5,383 4,036 Other current assets 487 433 _______ _______ TOTAL CURRENT ASSETS $12,921 $11,635 PROPERTY AND EQUIPMENT, AT COST: Buildings $ 1,436 $ 1,417 All Other 541 368 Less accumulated depreciation and amortization 1,659 1,584 _______ _______ NET PROPERTY AND EQUIPMENT $ 318 $ 201 _______ _______ TOTAL ASSETS $13,239 $11,836 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY: CURRENT LIABILITIES: Accounts payable $ 822 $ 503 Notes payable 1,360 0 Other current liabilities 384 740 _______ _______ TOTAL CURRENT LIABILITIES $ 2,566 $ 1,243 DEFERRED INCOME TAXES $ 99 $ 99 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 8,313 8,234 Add net unrealized gain on available-for-sale securities (Note (b)) 400 355 Less treasury stock at cost 145,351 and 137,877 shares; 782 737 NET SHAREHOLDERS' EQUITY _______ _______ (Note 3) $10,574 $10,494 TOTAL LIABILITIES AND SHARE- _______ _______ HOLDERS' EQUITY $13,239 $11,836 ======= ======= <FN> Note: (a) The balance sheet at November 29, 1996, 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 financial statements. PENOBSCOT SHOE COMPANY STATEMENT OF INCOME (In thousands, except per share amounts) (Unaudited) For the For the Third Quarter Ended Nine Months Ended August August August August 29, 1997 23, 1996 29, 1997 23, 1996 Net Sales $3,864 $3,865 $10,405 $11,114 Cost and operating expenses: Cost of sales 2,634 2,697 7,001 7,610 Selling and administrative expenses 1,091 996 3,221 3,179 ______ _______ _______ _______ Operating income 139 172 183 325 Other income 180 154 287 423 ______ _______ _______ _______ Income before income taxes 320 327 470 748 Income taxes 126 131 183 297 _______ _______ _______ _______ Net income $ 193 $ 196 $ 287 $ 451 ======= ======= ======= ======= Per Common Share: Net income $ 0.14 $ 0.13 $ 0.21 $ 0.31 Dividends 0.05 0.05 0.15 0.15 Average number of common shares outstanding 1,387,796 1,461,833 1,390,589 1,472,605 <FN> See notes to the condensed financial statements. PENOBSCOT SHOE COMPANY STATEMENT OF CASH FLOWS For Nine Months Ended August 29, 1997 and August 23, 1996 (In thousands) 1997 1996 Cash flows from operating activities: Net cash provided (used) by operating activities $ 556 $ (633) Cash flows from investing activities: Proceeds from sale of assets 0 67 Capital expenditures (191) (16) _______ _______ Net cash provided (used) by investing activities (191) 51 Cash flows from financing activities: Dividends paid (209) (221) Purchase of treasury stock (45) (119) Net cash provided (used) by _______ _______ financing activities (254) (340) Net increase (decrease) in _______ _______ cash and cash equivalents 111 (922) Cash and cash equivalent at beginning of period 548 1,301 Cash and cash equivalent at _______ _______ end of period $ 659 $ 379 ======= ======= Supplemental Disclosure of Cash Flow Information Cash paid during the period for: Interest $ 9 $ 0 Income taxes 387 444 PENOBSCOT SHOE COMPANY NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. CONDENSED FINANCIAL STATEMENTS The condensed balance sheet as of August 29, 1997, the statements of income for the third quarter ended August 29, 1997 and August 23, 1996, and the condensed statements of cash flows for the nine-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 August 29, 1997 and for the other periods presented. The results of operations for the period ended August 29, 1997 are not necessarily indicative of operating results for the full year. 2. INVENTORIES Inventories are summarized as follows (in thousands): 8/29/97 11/29/96 8/23/96 FIFO Cost: finished shoes $5,478 $4,465 $4,815 raw materials 14 20 43 _______ _______ _______ $5,492 $4,485 $4,858 Excess of FIFO cost over LIFO inventory value (108) (449) (739) _______ _______ _______ $5,383 $4,036 $ 4,118 ======= ======= ======= 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 nine months ended August 29, 1997, shareholders' equity changed due to the net income of $287,000, dividends declared of $209,000, treasury stock purchases of $45,000 and a $45,000 increase in the 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 unrealized gain on the balance sheet. PENOBSCOT SHOE COMPANY MANAGEMENT DISCUSSION AND ANALYSIS OF THE SUMMARY OF OPERATIONS Liquidity and Capital Resources: At August 29, 1997, Penobscot Shoe Company had working capital of approximately $10,355,000 versus approximately $10,392,000 at November 29, 1996, a decrease of $37,000. The ratio of current assets to current liabilities at August 29, 1997, was 5.0 to 1, compared to 9.4 to 1, at November 29, 1996. The change in the current ratio since November 29, 1996 was attributable to seasonal use of the credit line as discussed below. The statement of cash flows for the nine months ended August 29, 1997, shows an increase of $111,000 in cash and cash equivalents since November 29, 1996. The Company's operating activities provided $556,000 since November 29,1996, due mainly to the use of an existing credit line established with a major bank. To fund short-term seasonal growth in inventory the Company uses an established line of credit for short-term borrowings rather than to liquidate marketable securities held by the Company. Increases in inventory and accounts payable as well as decreases in accounts receivable and other current liabilities were due primarily to seasonal fluctuations. Uses of cash in the nine month period included the payment of the Company's quarterly dividend which amounted to $209,000, and capital expenditures for property and equipment which totaled $191,000 during the period. The increase in property and equipment reflects the purchase of new data processing hardware and software and the upgrading of existing equipment. 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 third quarter ended August 29, 1997, were $3,864,000, approximately equal to the net sales of $3,865,000 in the same quarter last year. Net income in the current quarter was $193,000, or $.14 per share, compared to net income of $196,000, or $.13 per share, a year ago. For the nine months year-to-date, net sales were $10,405,000, down 6% from $11,114,000 a year ago. Net income for the year-to-date period was $287,000, or $.21 per share, versus $451,000, or $.31 per share last year. Cost of sales was 68.2% of net sales in the third quarter compared to 69.8% a year ago resulting in gross profit margins of 31.8% and 30.2% in the 1997 and 1996 quarters, respectively. Last year, during the third quarter the Company ceased production at its plant in Old Town, Maine. A restructuring charge of approximately $150,000, pre-tax, was taken as a result of this closure. Without the impact of that charge, the gross profit margin in the third quarter of 1996 would have been 32.9%. The remaining differences in the gross margin were due mostly to timing of shipments. Selling and administrative costs in the third quarter were approximately 10% higher that last year. New marketing and sales programs amounted to about half of the increase. The balance of the increase was a combination of many factors including costs related to maintaining the factory building which was closed a year ago, and which is currently on the real estate market, and higher freight and warehousing costs due to the UPS strike. Other income in the current quarter included gains from the sales of securities which amounted to approximately $147,000, pre-tax, compared to $4 pre-tax, a year ago. Last year's third quarter other income was enhanced by a favorable settlement of litigation, which amounted to $100,000, pre-tax. 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. 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: September 26, 1997 Paul Hansen _________________________ By: Paul Hansen President and Chief Executive Officer Date: September 26, 1997 David L. Keane _________________________ By: David L. Keane Vice President/Finance and Administration