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, 1998 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 20, 1998, 3,700,876 shares. This report contains 11 pages. NOLAND COMPANY AND SUBSIDIARY INDEX PAGE NO. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - March 31, 1998 (Unaudited) and Dec. 31, 1997 (Audited).... 3 Unaudited Consolidated Statements of Income - Three Months Ended March 31, 1998 and 1997................. 4 Unaudited Consolidated Statements of Retained Earnings - Three Months Ended March 31, 1998 and 1997................ 5 Unaudited Consolidated Statements of Cash Flows - Three Months Ended March 31, 1998 and 1997................ 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, 1998 1997 (Unaudited) (Audited) Assets Current Assets: Cash and cash equivalents $ 5,585,483 $ 5,674,097 Accounts receivable, net 47,847,686 49,984,020 Inventory, net 68,354,153 66,470,051 Deferred income taxes 1,706,295 1,706,295 Prepaid expenses 391,293 184,912 Total Current Assets 123,884,910 124,019,375 Property and Equipment, at cost: Land 13,380,753 13,384,253 Buildings 78,057,661 76,944,986 Equipment and fixtures 61,817,089 55,713,614 Property excess to current needs 1,876,351 1,872,851 Total 155,131,854 147,915,704 Less accumulated depreciation 70,174,971 68,491,485 Property and Equipment, net 84,956,883 79,424,219 Assets Held for Resale 1,240,864 1,240,864 Prepaid Pension 13,395,944 12,874,194 Other Assets 952,373 889,271 $224,430,974 $218,447,923 Liabilities and Stockholders' Equity Current Liabilities: Notes payable - short term borrowings $13,000,000 $ 5,750,000 Current maturity of long-term debt 3,645,778 $ 2,895,778 Book overdrafts 10,159,484 5,348,276 Accounts payable 20,643,200 21,029,521 Other accruals and liabilities 6,940,853 12,277,259 Federal and state income taxes 400,338 873,298 Total Current Liabilities 54,789,653 48,174,132 Long-term Debt 38,772,944 39,784,389 Deferred Income Taxes 8,806,830 8,806,830 Accrued Postretirement Benefits 979,835 915,709 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 84,235,024 83,875,284 Total 121,243,784 120,884,044 Less restricted stock 162,072 117,181 Stockholders' Equity 121,081,712 120,766,863 $224,430,974 $218,447,923 [FN] 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, 1998 1997 Merchandise sales $103,884,838 $110,929,637 Cost of goods sold: Purchases and freight-in 85,218,369 90,494,378 Inventory, beginning 66,470,051 67,782,230 Inventory, ending (68,354,153) (69,630,325) Cost of goods sold 83,334,267 88,646,283 Gross profit on sales 20,550,571 22,283,354 Operating expenses 20,480,710 21,982,956 Operating profit 69,861 300,398 Other income: Cash discounts, net 1,352,181 1,102,566 Service charges 327,348 296,128 Miscellaneous 110,599 77,555 Total other income 1,790,128 1,476,249 Interest expense 808,678 754,416 Income before income taxes 1,051,311 1,022,231 Income taxes 395,500 384,700 Net income $ 655,811 $ 637,531 Basic earnings per share (based on 3,700,876 shares outstanding) $ .18 $ .17 Cash dividends per share $ .08 $ .08 [FN] 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, 1998 1997 Retained earnings, January 1 $83,875,284 $79,516,091 Add net income 655,811 637,531 Deduct cash dividends paid ($.08 per share) (296,071) (296,071) Retained earnings, March 31 $84,235,024 $79,857,552 [FN] 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 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 655,811$ 637,531 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,919,993 1,684,203 Amortization of prepaid pension cost (521,750) (129,999) Provision for doubtful accounts 384,042 365,216 Amortization of unearned compensation-restricted stock 13,278 16,862 Change in operating assets and liabilities: Decrease in accounts receivable 1,752,292 265,172 (Increase) in inventory (1,884,102) (1,848,095) (Increase) in prepaid expenses (206,381) (109,422) (Increase) decrease in other assets (87,901) 245,304 Increase in bank overdrafts 4,811,208 1,717,056 (Decrease) increase in accounts payable (386,321) 6,081,190 (Decrease) in other accruals and liabilities (5,336,406) (6,381,742) (Decrease) increase in federal and state income taxes (472,960) 357,950 Increase in accrued post retirement benefits 64,126 25,314 Total adjustments 49,118 2,289,009 Net cash provided by operating activities 704,929 2,926,540 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (7,440,455) (1,369,228) Proceeds from sale of assets 12,597 1,042,037 Net cash used by investing activities (7,427,858) ( 327,191) CASH FLOWS FROM FINANCING ACTIVITIES: Short-term borrowings (payments)-net 7,250,000 (1,000,000) Long-term debt (payments)-net (261,445) (3,220) Dividends paid (296,071) (296,070) Purchase of restricted stock (58,169) - Net cash provided (used) by financing activities 6,634,315 (1,299,290) CASH AND CASH EQUIVALENTS: (Decrease) increase during first quarter (88,614) 1,300,059 Beginning of year 5,674,097 3,507,588 End of first quarter $5,585,483 $ 4,807,647 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the first quarter for: Interest $ 800,011 $ 773,094 Income taxes $ 868,468 $ 26,750 [FN] 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 financial statements of Noland Company and Subsidiary contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company's consolidated financial position as of March 31, 1998, and its results of operations and cash flows for the three months ended March 31, 1998 and 1997. The balance sheet as of December 31, 1997 was derived from audited financial statements as of that date. The results of operations for the quarter ended March 31, 1998 are not necessarily indicative of the results to be expected for the full year. 2. The Notes to Consolidated Financial Statements included in the Company's December 31, 1997 Annual Report on Form 10-K are an integral part of the interim unaudited financial statements. 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. In addition, the Company makes certain estimates to compute the LIFO reserve and such estimates at interim may not be consistent with year-end results. Year-end inventory adjustments to reflect actual inventory levels are made in the fourth quarter. 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, 1998 and December 31, 1997 are net of allowance for doubtful accounts of $1,008,132. Quarterly bad debt charges, net of recoveries, were $348,749 for 1998 and $295,330 for 1997. 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 $69.1 million and a current ratio of 2.3. Total debt at March 31, 1998 was $7.0 million more than at December 31, 1997. The increase in debt was used to pay for capital expenditures and to finance the pre-season purchase of air conditioning equipment. Management believes the Company has adequate financial resources to meet the needs of the foreseeable future. Results of Operations For the first quarter of 1998 the Company had net income of $656,000, or 18 cents per share, compared to net income of $638,000 or 17 cents per share, for the first quarter of 1997. The improved earnings came despite a weather-related sales decline that affected all four product departments. First quarter sales totaled $103.9 million, six percent less than the $110.9 million total registered in the year-earlier period. The Company's gross margin of profit decreased from 20.1 percent to 19.8 percent. The gross margin of profit decreased for both delivered and counter sales and increased for direct sales. The decline can be attributed to competitive pricing conditions caused primarily by a temporary surplus inventory condition among distributors. Operating expenses decreased $1.5 million, or 7 percent, compared to the first quarter of 1997. A 7 percent reduction in the workforce and lower sales-related costs contributed to the decline. A reduction in pension costs of $392,000 also contributed to the decline. Included in this discussion are forward-looking management comments and other statements which reflect management's current outlook for the future. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in the statements. Such risks and uncertainties include, but are not limited to, general business and economic conditions, climatic conditions, competitive pricing pressures, and product availability. Year 2000 The Company has completed an inventory and assessment of all computer operating systems and active application programs. Year 2000 remediation for all internally-generated and purchased software is expected to be completed by August 1999. There are also Year 2000 issues in a number of areas outside of the operating systems. These include software in goods purchased for resale (inventory), security systems, communications systems, mechanical equipment and software used by integrated supply customers. The Company expects all material issues in these areas to be identified by June 30, 1998, and, if under its control, corrected no later than August 1999. The Year 2000 issue and the cost of remediation is not expected to be material to the Company's business, operations, or financial condition. 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, 1998 Arthur P. Henderson, Jr. Arthur P. Henderson, Jr. Vice President-Finance