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 February 27, 1998 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 1,374,991 shares, $1 par value, was outstanding at February 27, 1998. PENOBSCOT SHOE COMPANY CONDENSED BALANCE SHEET (In thousands) February 27, 1998 November 28, 1997 (Unaudited) (Note (a)) CURRENT ASSETS: Cash & Cash Equivalents $ 603 $ 403 Marketable Securities 3,422 3,457 Accounts receivable 4,236 3,753 Inventories (Note 2) 4,687 4,283 Other current assets 328 382 _______ _______ TOTAL CURRENT ASSETS $13,276 $12,278 PROPERTY AND EQUIPMENT, AT COST: Buildings $ 1,437 $ 1,437 All Other 484 474 Less accumulated depreciation and amortization 1,645 1,618 _______ _______ NET PROPERTY AND EQUIPMENT $ 276 $ 293 _______ _______ TOTAL ASSETS $13,552 $12,571 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY: CURRENT LIABILITIES: Accounts payable $ 1,104 $ 597 Notes payable				 760	 	 750 Other current liabilities 684 431 _______ _______ TOTAL CURRENT LIABILITIES $ 2,548 $ 1,778 DEFERRED INCOME TAXES $ 109 $ 109 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 8,671 8,392 Add net unrealized gain on available-for-sale securities (Note (b)) 441 449 Less treasury stock at cost 148,051 and 137,877 shares 859 799 NET SHAREHOLDERS' EQUITY _______ _______ (Note 3) $10,894 $10,684 TOTAL LIABILITIES AND SHARE- _______ _______ HOLDERS' EQUITY $13,552 $12,571 ======= ======= <FN> Note: (a) The balance sheet at November 27, 1998, 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 Three Months Ended February February 27, 1998 28, 1997 Net Sales $4,784 $4,103 Cost and operating expenses: Cost of sales 3,172 2,773 Selling and administrative expenses 1,269 1,146 _______ _______ Operating income 342 183 Other income 238 62 _______ _______ Income before income taxes 581 246 Income taxes 233 97 _______ _______ Net income $ 348 $ 149 ======= ======= Earnings Per Share: Basic $0.25 $0.11 Diluted $0.25 $0.11 Cash dividends per share 0.05 0.05 Average number of common shares outstanding 1,375,880 1,395,165 <FN> See notes to the condensed financial statements. PENOBSCOT SHOE COMPANY STATEMENT OF CASH FLOWS For Three Months Ended February 27, 1998 and February 28, 1997 (In thousands) 1998 1997 Cash flows from operating activities: Net cash provided by operating activities $ 339 $ 713 Cash flows from investing activities: Proceeds from sale of assets 0 0 Capital expenditures (10) (142) _______ _______ Net cash (used) by investing activities (10) (142) Cash flows from financing activities: Dividends paid (69) (70) Purchase of treasury stock (60) 0 Net cash (used) by _______ _______ financing activities (129) (70) Net increase in _______ _______ cash and cash equivalents 200 501 Cash and cash equivalent at beginning of period 403 548 Cash and cash equivalent at _______ _______ end of period $ 603 $ 1,049 ======= ======= Supplemental Disclosure of Cash Flow Information Cash paid during the period for: Interest $ 8 $ 0 Income taxes 173 193 PENOBSCOT SHOE COMPANY NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. CONDENSED FINANCIAL STATEMENTS The condensed balance sheet as of February 27, 1998, the statements of income for the first quarter ended February 27, 1998 and February 28, 1997, and the condensed statements of cash flows for the three-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 February 27, 1998 and for the other periods presented. The results of operations for the period ended February 27, 1998 are not necessarily indicative of operating results for the full year. 2. INVENTORIES Inventories are summarized as follows (in thousands): 2/27/98 11/28/97 2/28/97 FIFO Cost: finished shoes $4,917 $4,386 $3,840 raw materials 19 15 18 _______ _______ _______ $4,936 $4,401 $3,858 Excess of FIFO cost over LIFO inventory value (249) (117) (227) _______ _______ _______ $4,687 $4,283 $3,631 ======= ======= ======= 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 three months ended February 27, 1998, shareholders' equity changed due to the net income of $348,000 and dividends declared of $69,000, purchases of treasury stock of $60,000 and an $8,000 decrease in the net unrealized gain an 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. 4. EARNINGS PER SHARE The weighted average number of shares outstanding used to compute basic earnings per share were 1,375,880 and 1,395,165 for the periods ended February 27, 1998 and February 28, 1997, respectively, and for computing diluted earnings per share were 1,385,403 and 1,408,271 for the same respective periods. 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. The implememtation of Statement of Accounting Standards No. 128 "Earnings per Share" did not have a material impact on the financial statements. 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 February 27, 1998. Liquidity and Capital Resources: At February 27, 1998, Penobscot Shoe Company had working capital of approximately $10,728,000 versus approximately $10,499,000 at November 28, 1997, an increase of $229,000. The ratio of current assets to current liabilities at February 27, 1998, was 5.2 to 1, compared to 6.9 to 1, at November 28, 1997. The statement of cash flows for the three months ended February 27, 1998, shows an increase of $200,000 in cash and cash equivalents since November 28, 1997. The Company's operations provided $339,000 since November 28, 1997, including net income of $348,000 and ordinary fluctuations in various current asset and liability accounts. The fluctuations included increases in inventory, accounts receivable and accounts payable, all mainly as a result of timing. The Company's quarterly dividend amounted to a use of $69,000 during the period. The Company used $10,000 for purchases of capital equipment and used $60,000 to purchase 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. Results of Operations: Net sales for the quarter ended February 27, 1998, were $4,784,000, up 17% from $4,103,000 in the same quarter last year. Net income for the current quarter was $348,000, or $.25 per share, compared to $149,000, or $.11 per share, in the corresponding quarter last year. Gains from the sales of securities contributed $126,000, or $.09 per share to the current quarter's earnings. Such gains last year amounted to only $6,000, or less than $.01 per share. Last year's first quarter benefited from a LIFO gain that amounted to approximately $116,000, or $.08 per share. There was no such LIFO gain in the current quarter. The increase in net sales versus last year was due to the success of our Spring '98 line. This collection has generated significant at-once orders to date. However, advance bookings for Fall '98 have been adversley affected by reduced boot bookings due to the unusually mild winter of 97/98. Overall, assuming continued positive response to product at retail, the Company expects to produce a moderate increase in sales for the full year. Cost of sales was 66.3% of net sales in the first quarter compared to 67.6% a year ago resulting in gross profit margins of 33.7% and 32.4% in the 1998 and 1997 quarters, respectively. Last year, the first quarter included a pre-tax LIFO liquidation gain of $193,000. Without the LIFO gain, the gross profit margin in that quarter would have been 27.7%. No LIFO liquidation gain was realized in the first quarter of this year. Selling and administrative costs in the first quarter were approximately 11% higher that last year. Increased expenditures on new product development, strengthened marketing and sales programs and variable costs accounted for most of the increase. Other income in the first quarter of 1998 was $238,000, pre-tax, compared to $62,000 in the same quarter last year. Gains from the sale of securities contributed $210,000, pre-tax, in the first quarter. Such gains last year amounted to only $10,000, 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: March 27, 1998 Paul Hansen _________________________ By: Paul Hansen President and Chief Executive Officer Date: March 27, 1998 David L. Keane _________________________ By: David L. Keane Vice President/Finance and Administration