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 March 31, 1997 Commission file no. 2-27393 NOLAND COMPANY A Virginia Corporation IRS Identification #54-0320170 80 29th Street Newport News, Virginia 23607 Telephone: (757) 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 April 24, 1997, 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 - March 31, 1997 (Unaudited) and Dec. 31, 1996 (Audited).... 3 Unaudited Consolidated Statements of Income - Three Months Ended March 31, 1997 and 1996................. 4 Unaudited Consolidated Statements of Retained Earnings - Three Months Ended March 31, 1997 and 1996................ 5 Unaudited Consolidated Statements of Cash Flows - Three Months Ended March 31, 1997 and 1996................ 6 Notes to Unaudited Consolidated Financial Statements......... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..................... 8-9 PART II. OTHER INFORMATION Items 1, 2, 3, 4, 5, and 6.................................. 10 SIGNATURES ............................................................ 11 PART 1. FINANCIAL INFORMATION NOLAND COMPANY AND SUBSIDIARY Consolidated Balance Sheets Item 1. Financial Statements March 31, December 31, 1997 1996 (Unaudited) (Audited) Assets Current Assets: Cash and cash equivalents $ 4,807,647 $ 3,507,588 Accounts receivable, net 52,236,540 52,866,928 Inventory, net 69,630,325 67,782,230 Deferred income taxes 2,182,606 2,182,606 Prepaid expenses 498,946 389,524 Total Current Assets 129,356,064 126,728,876 Property and Equipment, at cost: Land 13,113,531 13,026,030 Buildings 74,698,927 74,530,963 Equipment and fixtures 52,798,094 54,654,300 Property excess to current needs 2,054,040 2,054,040 Total 142,664,212 144,265,333 Less accumulated depreciation 65,107,195 65,367,803 Property and Equipment, net 77,557,017 78,897,530 Assets Held for Resale 1,290,775 1,290,775 Prepaid Pension 12,353,003 12,223,004 Other Assets 482,694 744,498 $221,039,553 $219,884,683 Liabilities and Stockholders' Equity Current Liabilities: Notes payable - short term borrowings $ 5,000,000 $ 6,000,000 Current maturity of long-term debt 3,227,880 $ 3,227,880 Book overdrafts 8,055,028 6,337,972 Accounts payable 25,280,494 19,199,304 Other accruals and liabilities 7,714,808 14,096,550 Federal and state income taxes 845,600 487,650 Total Current Liabilities 50,123,810 49,349,356 Long-term Debt 45,035,613 45,038,833 Deferred Income Taxes 8,544,103 8,544,103 Accrued Postretirement Benefits 685,589 660,275 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 79,857,552 79,516,091 Total 116,866,312 116,524,851 Less restricted stock 215,874 232,735 Stockholders' Equity 116,650,438 116,292,116 $221,039,553 $219,884,683 The accompanying notes are an integral part of the financial statements. NOLAND COMPANY AND SUBSIDIARY Unaudited Consolidated Statements of Income Three Months Ended March 31, 1997 1996 Merchandise sales $110,929,637 $106,239,797 Cost of goods sold: Purchases and freight-in 90,494,378 88,911,163 Inventory, beginning 67,782,230 58,072,334 Inventory, ending (69,630,325) (61,373,232) Cost of goods sold 88,646,283 85,610,265 Gross profit on sales 22,283,354 20,629,532 Operating expenses 21,982,956 20,609,129 Operating profit 300,398 20,403 Other income: Cash discounts, net 1,102,566 1,073,440 Service charges 296,128 384,550 Miscellaneous 77,555 50,563 Total other income 1,476,249 1,508,553 Interest expense 754,416 684,787 Income before income taxes 1,022,231 844,169 Income taxes 384,700 317,600 Net income $ 637,531 $ 526,569 Earnings per share (based on 3,700,876 shares outstanding) $ .17 $ .14 Cash dividends per share $ .08 $ .08 The accompanying notes are an integral part of the financial statements. NOLAND COMPANY AND SUBSIDIARY Unaudited Consolidated Statements of Retained Earnings Three Months Ended March 31, 1997 1996 Retained earnings, January 1 $79,516,091 $74,836,888 Add net income 637,531 526,569 Deduct cash dividends paid ($.08 per share) (296,071) (296,071) Retained earnings, March 31 $79,857,552 $75,067,386 The accompanying notes are an integral part of the financial statements. NOLAND COMPANY AND SUBSIDIARY Unaudited Consolidated Statements of Cash Flows Three Months Ended March 31 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 637,531 $ 526,569 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,684,203 1,652,431 Amortization of prepaid pension cost (129,999) 62,181 Provision for doubtful accounts 365,216 333,585 Amortization of unearned compensation-restricted stock 16,862 9,708 Change in operating assets and liabilities: Decrease in accounts receivable 265,172 467,185 (Increase) in inventory (1,848,095) (3,300,897) (Increase) in prepaid expenses (109,422) (145,961) Decrease in other assets 245,304 57,029 Increase (decrease) in bank overdrafts 1,717,056 (3,542,034) Increase in accounts payable 6,081,190 4,675,090 (Decrease) in other accruals and liabilities (6,381,742) (6,446,827) Increase in federal and state income taxes 357,950 648,504 Increase in accrued post retirement benefits 25,314 61,029 Total adjustments 2,289,009 (5,468,977) Net cash provided (used) by operating activities 2,926,540 (4,942,408) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (1,369,228) (2,652,531) Proceeds from sale of assets 1,042,037 66,010 Net cash used by investing activities ( 327,191) (2,586,521) CASH FLOWS FROM FINANCING ACTIVITIES: Short-term (payments) borrowings-net (1,000,000) - Long-term debt (payments) borrowings-net ( 3,220) (21,526) Dividends paid (296,070) (296,071) Net cash (used) by financing activities (1,299,290) (317,597) CASH AND CASH EQUIVALENTS: Increase (decrease) during first quarter 1,300,059 (7,846,526) Beginning of year 3,507,588 12,577,642 End of first quarter $4,807,647 $ 4,731,116 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the first quarter for: Interest $ 773,094 $ 710,264 Income taxes $ 26,750 $ - 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 three months ended March 31, 1997 and 1996. 2. The Notes to Consolidated Financial Statements included in the Company's December 31, 1996, 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 March 31, 1997 and December 31, 1996 are net of allowance for doubtful accounts of $1,008,132, respectively. Quarterly bad debt charges, net of recoveries, were $295,330 for 1997 and $297,270 for 1996. 5. Statement of Financial Accounting Standards No.128 "Earnings Per Share" is effective for financial statements issued for periods ending after December 15, 1997. Early application is not permitted. Adoption of SFAS No.128 will not be material to the financial condition or results of operation of the Company. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The Company maintains its short and long-term liquidity 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. The Company's financial condition remains strong with working capital of $79.2 million and a current ratio of 2.6. Total debt at March 31, 1997 was $8.0 million more than at March 31, 1996 but $1,000,000 less than December 31,1996. Management believes the Company has adequate financial resources to meet the needs of foreseeable future. Results of Operations For the first-quarter of 1997 the Company had net income of $638,000, or 17 cents per share, compared to net income of $527,000 or 14 cents per share, for the first quarter of 1996. Sales of $110.9 million for the first quarter of 1997 were up 4.4 percent compared to sales of $106.2 million for the first quarter of 1996. Most of the increase can be attributed to the nine new branches acquired in the second half of 1996. Same-store sales were up 1.2 percent. A major realignment of our sales organization, which went into effect on January 1, should begin having a positive impact on sales in the months ahead. The Company's gross margin of profit increased over the year-earlier period, from 19.4 percent to 20.1 percent. The gross margin of profit increased for both delivered and counter sales and declined slightly for direct sales. Operating expenses increased only $1.4 million, or 6.7 percent, compared to the first quarter of 1996. The increase can be attributed to the additional costs of operating the nine new branches. Interest expense increased 10.2 percent from a year ago,largely due to higher average borrowings required to finance the inventories of the newer branches. PART II. OTHER INFORMATION Item 1. None Item 2. None Item 3. None Item 4. None Item 5. None Item 6. None 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 undersigned thereunto duly authorized. NOLAND COMPANY April 22, 1997 Arthur P. Henderson, Jr. Arthur P. Henderson, Jr. Vice President-Finance