FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 1996 Commission file no. 2-27393 NOLAND COMPANY A Virginia Corporation IRS Identification #54-0320170 2700 Warwick Boulevard Newport News, Virginia 23607 Telephone: (804) 928-9000 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 Outstanding capital common stock, $10.00 par value at July 26, 1996, 3,700,876 shares. This report contains 10 pages. NOLAND COMPANY AND SUBSIDIARY INDEX PAGE NO. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - June 30, 1996 (Unaudited) and Dec. 31, 1995 (Audited).... 3 Unaudited Consolidated Statements of Income - Three Months and Six Months Ended June 30, 1996 and 1995.. 4 Unaudited Consolidated Statements of Retained Earnings - Six Months Ended June 30, 1996 and 1995.................. 5 Unaudited Consolidated Statements of Cash Flows - Six Months Ended June 30, 1996 and 1995.................. 6 Notes to Unaudited Consolidated Financial Statements........ 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................... 8 PART II. OTHER INFORMATION Items 1, 2, 3, 4, 5, and 6.................................. 9 SIGNATURE ............................................................ 10 PART 1. FINANCIAL INFORMATION NOLAND COMPANY AND SUBSIDIARY Consolidated Balance Sheets Item 1. Financial Statements June 30, December 31, 1996 1995 (Unaudited) (Audited) Assets Current Assets: Cash and cash equivalents $ 6,247,961 $ 12,577,642 Accounts receivable, net 54,414,931 50,504,021 Inventory, net 62,879,086 58,072,335 Deferred income taxes 1,901,915 1,901,915 Prepaid expenses 306,128 275,755 Total Current Assets 125,750,021 123,331,668 Property and Equipment, at cost: Land 13,096,539 13,288,151 Buildings 73,380,715 70,621,815 Equipment and fixtures 52,953,676 51,518,836 Property excess to current needs 2,054,040 2,054,040 Total 141,484,970 137,482,842 Less accumulated depreciation 63,737,665 61,818,967 Property and Equipment, net 77,747,305 75,663,875 Assets Held for Resale 1,290,775 1,290,775 Prepaid Pension 12,107,254 11,991,504 Other Assets 1,154,542 1,242,063 $218,049,897 $213,519,885 Liabilities and Stockholders' Equity Current Liabilities: Current maturity of long-term debt $ 4,956,108 $ 3,721,108 Book overdrafts 11,402,576 11,967,714 Accounts payable 27,779,800 21,349,691 Other accruals and liabilities 9,802,838 14,236,217 Federal and state income taxes 1,225,714 167,787 Total Current Liabilities 55,167,036 51,442,517 Long-term Debt 40,203,213 41,611,267 Deferred Income Taxes 8,352,682 8,352,682 Accrued Postretirement Benefits 560,299 425,724 Stockholders' Equity: Capital common stock, par value $10; authorized, 6,000,000 shares; issued, 3,700,876 shares 37,008,760 37,008,760 Retained earnings 76,896,443 74,836,888 Total 113,905,203 111,845,648 Less restricted stock 138,536 157,953 Stockholders' Equity 113,766,667 111,687,695 $218,049,897 $213,519,885 The accompanying notes are an integral part of the financial statements. NOLAND COMPANY AND SUBSIDIARY Unaudited Consolidated Statements of Income Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 Merchandise sales $124,574,466 $123,559,896 $230,814,263 $235,296,221 Cost of goods sold: Purchases and freight-in 102,313,216 100,156,239 191,224,379 198,496,961 Inventory, beginning 61,373,232 72,559,444 58,072,334 64,458,250 Inventory, ending 62,879,086 72,707,108 62,879,086 72,707,108 Cost of goods sold 100,807,362 100,008,575 186,417,627 190,248,103 Gross profit on sales 23,767,104 23,551,321 44,396,636 45,048,118 Operating expenses 21,299,435 20,985,066 41,908,564 41,485,855 Operating profit 2,467,669 2,566,255 2,488,072 3,562,263 Other income: Cash discounts, net 1,169,723 1,041,018 2,243,163 2,110,030 Service charges 381,034 354,224 765,584 695,411 Other gains and recoveries 4,499 - - - Miscellaneous 90,898 47,359 141,461 127,856 Total other income 1,646,154 1,442,601 3,154,707 2,933,304 Interest expense 706,597 911,033 1,391,384 1,661,209 Income before income taxes 3,407,226 3,097,823 4,251,395 4,834,358 Income taxes: State 187,300 170,400 233,700 265,900 Federal 1,094,800 995,400 1,366,000 1,553,300 Total income taxes 1,282,100 1,165,800 1,599,700 1,819,200 Net income $ 2,125,126 $ 1,932,023 $ 2,651,695 $ 3,015,158 Earnings per share (based on 3,700,876 shares outstanding)$ .58 $ .52 $ .72 $ .81 Cash dividends per share $ .08 $ .06 $ .16 $ .12 The accompanying notes are an integral part of the financial statements. NOLAND COMPANY AND SUBSIDIARY Unaudited Consolidated Statements of Retained Earnings Six Months Ended June 30, 1996 1995 Retained earnings, January 1 $74,836,888 $70,926,096 Add net income 2,651,695 3,015,158 Deduct cash dividends paid ($.16 and $.12 per share, respectfully) (592,140) (444,105) Retained earnings, June 30 $76,896,443 $73,497,149 The accompanying notes are an integral part of the financial statements. NOLAND COMPANY AND SUBSIDIARY Unaudited Consolidated Statements of Cash Flows Six Months Ended June 30 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,651,696 $ 3,015,158 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,336,925 3,315,025 Amortization of prepaid pension cost (115,750) - Provision for doubtful accounts 664,250 580,380 Amortization of unearned compensation-restricted stock 19,416 11,949 Gain on sale of property (4,499) - Change in operating assets and liabilities: (Increase) in accounts receivable (4,575,160) (3,769,367) (Increase) in inventory (4,806,751) (8,248,857) (Increase) in prepaid expenses (30,373) (64,015) Decrease in assets held for resale - 1 Decrease (increase) in other assets 57,521 (70,607) (Decrease) increase in bank overdrafts (565,138) 2,523,235 Increase in accounts payable 6,430,109 5,541,699 (Decrease) in other accruals and liabilities (4,433,379) (4,173,933) Increase (decrease) in federal and state income taxes 1,057,927 (1,052,586) Increase in accrued post retirement benefits 134 576 90,921 Total adjustments (2,830,326) (5,316,155) Net cash used by operating activities (178,630) (2,300,997) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (5,863,620) (4,983,842) Proceeds from sale of assets 477,763 166,049 Net cash used by investing activities (5,385,857) (4,817,793) CASH FLOWS FROM FINANCING ACTIVITIES: Short-term borrowings (payments) net - 3,500,000 Long-term debt repayments (173,053) (1,980,625) Dividends paid (592,141) (444,105) Net cash (used) provided by financing activities (765,194) 1,075,270 CASH AND CASH EQUIVALENTS: Decrease during first six months (6,329,681) (6,043,520) Beginning of year 12,577,642 9,890,970 End of first six months $6,247,961 $3,847,450 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the first six months for: Interest $1,403,696 $1,619,812 Income taxes $ 541,773 $2,871,786 The accompanying notes are an integral part of the financial statements. NOLAND COMPANY AND SUBSIDIARY Notes to Unaudited Consolidated Financial Statements 1. In the opinion of the Company, the accompanying unaudited consolidated statements of income contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the results of operations for the six months ended June 30, 1996 and 1995. 2. The Notes to Consolidated Financial Statements included in the Company's December 31, 1995 Annual Report on Form 10-K are an integral part of the interim unaudited financial statements and remain substantially unchanged. The Company takes a physical inventory annually on December 31 of each year. The Company uses estimated gross profit rates to determine cost of goods sold during interim periods. 3. Due to the seasonal nature of the construction industry supplied by the registrant, interim results of operations of each period are not necessarily indicative of earnings for the year. 4. Accounts Receivable as of June 30, 1996 and 1995 are net of allowance for doubtful accounts of $1,008,132 and $968,427, respectively. Second quarter bad debt charges, net of recoveries, were $269,577 for 1996 and $247,673 for 1995. Year-to-date bad debt charges, net of recoveries, were $566,847 for 1996 and $462,236 for 1995. 5. The dollar amount of Noland Company's backlog of orders believed to be firm was approximately $43,211,821 at June 30, 1996. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The Company generally generates its cash needs through: (1) cash flow from operations; (2) short-term borrowings, (3) bank lines of credit arrangements, when needed; and (4) additional long-term debt, when needed. For the first six months of 1996, the Company used $6.3 million in cash primarily to purchase property and equipment and pay dividends. The Company's financial condition remains strong with working capital of $70.6 million and a current ratio of 2.3. Management believes the Company has adequate financial resources to meet the needs of foreseeable future. Results of Operations Second-quarter sales of $124.6 million were only slightly greater than the $123.6 million recorded in the second quarter of 1995. Sluggish economic conditions in some parts of our 15-state territory contributed to the disappointing sales performance in the second quarter. The air conditioning/refrigeration department enjoyed double-digit sales growth, industrial department sales were flat, and the electrical and plumbing and heating departments recorded sales declines. Sales for the first six months of 1996 were $230.8 million compared to $235.3 million for the year-earlier period. The gross margin of profit for the second quarter remained the same as the year-earlier period's at 19.1 percent. Operating expenses for the quarter of $21.3 million were only slightly higher than the $21 million for the year-earlier period. For the first six months, operating expenses were up only one percent over a yearago. Interest expense for the quarter and year-to-date decreased 22.4 percent and 16.2 percent, respectively. The decreases are largely due to substantial reductions in our inventory investment. We are anticipating a better sales performance in the third quarter and another record sales year although the full-year total likely will fall short of our target established at the beginning of the year. SIGNATURE 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. NOLAND COMPANY July 26, 1996 Arthur P. Henderson, Jr. Arthur P. Henderson, Jr. Vice President-Finance