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, 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 July 27, 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 - June 30, 1998 (Unaudited) and Dec. 31, 1997 (Audited).... 3 Unaudited Consolidated Statements of Income - Three Months and Six Months Ended June 30, 1998 and 1997.. 4 Unaudited Consolidated Statements of Retained Earnings - Six Months Ended June 30, 1998 and 1997.................. 5 Unaudited Consolidated Statements of Cash Flows - Six Months Ended June 30, 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 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, 1998 1997 (Unaudited) (Audited) Assets Current Assets: Cash and cash equivalents $ 6,607,031 $ 5,674,097 Accounts receivable, net 55,357,259 49,984,020 Inventory, net 70,533,927 66,470,051 Deferred income taxes 1,706,295 1,706,295 Prepaid expenses 464,777 184,912 Total Current Assets 134,669,289 124,019,375 Property and Equipment, at cost: Land 13,185,246 13,384,253 Buildings 79,341,709 76,944,986 Equipment and fixtures 63,224,096 55,713,614 Property excess to current needs 1,876,351 1,872,851 Total 157,627,402 147,915,704 Less accumulated depreciation 71,795,066 68,491,485 Property and Equipment, net 85,832,336 79,424,219 Assets Held for Resale 1,240,864 1,240,864 Prepaid Pension 13,917,694 12,874,194 Other Assets 880,287 889,271 $236,540,470 $218,447,923 Liabilities and Stockholders' Equity Current Liabilities: Notes payable - short term borrowings $ 14,000,000 $ 5,750,000 Current maturity of long-term debt 4,180,778 2,895,778 Book overdrafts 6,980,742 5,348,276 Accounts payable 26,736,674 21,029,521 Other accruals and liabilities 8,233,766 12,277,259 Federal and state income taxes 729,341 873,298 Total Current Liabilities 60,861,301 48,174,132 Long-term Debt 43,626,500 39,784,389 Deferred Income Taxes 8,806,830 8,806,830 Accrued Postretirement Benefits 1,046,978 915,709 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 85,578,969 83,875,284 Total 122,587,729 120,884,044 Less restricted stock 388,868 117,181 Stockholders' Equity 122,198,861 120,766,863 $236,540,470 $218,447,923 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, 1998 1997 1998 1997 Merchandise sales $119,918,822 $117,719,051 $223,803,660 $228,648,688 Cost of goods sold: Purchases and freight-in 98,355,375 96,497,246 183,573,744 186,991,624 Inventory, beginning 68,354,153 69,630,325 66,470,051 67,782,230 Inventory, ending 70,533,927 71,200,735 70,533,927 71,200,735 Cost of goods sold 96,175,601 94,926,836 179,509,868 183,573,119 Gross profit on sales 23,743,221 22,792,215 44,293,792 45,075,569 Operating expenses 21,832,295 22,587,672 42,313,005 44,570,628 Operating profit 1,910,926 204,543 1,980,787 504,941 Other income: Cash discounts, net 1,021,052 1,107,672 2,373,233 2,210,238 Service charges 269,242 284,082 596,590 580,210 Miscellaneous 321,024 270,609 431,623 348,164 Total other income 1,611,318 1,662,363 3,401,446 3,138,612 Interest expense 892,629 816,268 1,701,307 1,570,684 Income before income taxes 2,629,615 1,050,638 3,680,926 2,072,869 Income taxes: State 144,600 57,700 202,400 114,000 Federal 845,000 337,600 1,182,700 666,000 Total income taxes 989,600 395,300 1,385,100 780,000 Net income $ 1,640,015 $ 655,338 $ 2,295,826 $1,292,869 Basic earnings per share (based on 3,700,876 shares outstanding)$ .44 $ .18 $ .62 $ .35 Cash dividends per share $ .08 $ .08 $ .16 $ .16 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, 1998 1997 Retained earnings, January 1 $83,875,284 $79,516,091 Add net income 2,295,826 1,292,869 Deduct cash dividends paid ($.16 per share) (592,141) (592,139) Retained earnings, June 30 $85,578,969 $80,216,821 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 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,295,826 $1,292,869 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,912,847 3,370,644 Amortization of prepaid pension cost (1,043,500) (259,998) Provision for doubtful accounts 772,697 734,529 Amortization of unearned compensation-restricted stock 35,163 33,723 Change in operating assets and liabilities: (Increase) decrease in accounts receivable (6,145,936) 212,585 (Increase) in inventory (4,063,876) (3,418,505) (Increase) decrease in prepaid expenses (279,865) 78,569 Decrease in assets held for resale - 49,911 (Increase) decrease in other assets (40,615) 136,459 Increase in accounts payable 5,707,153 4,536,879 (Decrease) in other accruals and liabilities (4,043,493) (5,400,342) (Decrease) in federal and state income taxes (143,957) (113,339) Increase in accrued postretirement benefits 131,269 92,120 Total adjustments (5,202,113) 53,235 Net cash (used) provided by operating activities (2,906,287) 1,346,104 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (10,581,039) (5,125,150) Proceeds from sale of assets 309,674 1,810,606 Net cash used by investing activities (10,271,365) (3,314,544) CASH FLOWS FROM FINANCING ACTIVITIES: Increase in bank overdrafts 1,632,466 7,507,468 Short-term borrowings 8,250,000 - Long-term debt repayments (2,372,889)(10,724,107) Long-term debt borrowings 7,500,000 7,660,000 Dividends paid (592,141) (592,139) Purchase of restricted stock (306,850) - Net cash provided by financing activities 14,110,586 3,851,222 CASH AND CASH EQUIVALENTS: Increase during first six months 932,934 1,882,782 Beginning of year 5,674,097 3,507,588 End of first six months $ 6,607,031 $ 5,390,370 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, 1998 and 1997. 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 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. The estimated gross profit rates include an estimate of any adjustment to the LIFO reserve. The rate of inflation/deflation for an interim period is not necessarily consistent with the full year rate of inflation/deflation. 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 June 30, 1998 and December 31, 1997 are net of an allowance for doubtful accounts of $1,008,132. Second quarter bad debt charges, net of recoveries, were $309,474 for 1998 and $346,752 for 1997. Year-to-date bad debt charges, net of recoveries, were $658,223 for 1998 and $642,082 for 1997. 5. Several accounting pronouncements have been released since the beginning of the year. Among these are Statement of Financial Accounting Standards No. 132 "Employers' Disclosures about Pensions and Other Postretirement Benefits" and Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities". The Company has no derivative instuments or hedging activities. Adoption of the new pronouncements is not expected to materially effect the financial condition or results of operations of the Company. 6. Certain prior period amounts have been reclassified to conform to current period presentation. 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. During the first six months of 1998, the Company increased long-term debt $7.5 million and short-term debt $8.3 million. The additional funds were used to purchase $10.6 million in capital assets, pay off $2.4 million in long-term debt and to finance operations. The Company's financial condition remains strong with working capital of $73.8 million and a current ratio of 2.2. Management believes the Company has adequate financial resources to meet the needs of the foreseeable future. Results of Operations Second-quarter sales of $119.9 million were aided by a 10 percent increase in June sales causing second-quarter sales to exceed the $117.7 million recorded in the second quarter of 1997. Hot, dry weather in June boosted demand for air conditioning and water systems equipment and facilitated new construction projects. Air conditioning sales rose eight percent for the quarter, followed by a three percent rise in industrial sales and a one percent increase for plumbing sales. Electrical sales declined eight percent. Sales for the first six months of 1998 were $223.8 million compared to $228.6 million for the year-earlier period. The gross margin of profit for the second quarter was 19.8 percent compared to 19.4 percent for the year-earlier period. Operating expenses for the quarter of $21.8 million were three percent less than the $22.6 million a year ago. For the first six months, operating expenses were down five percent compared to a year ago. Interest expense for the quarter and year-to-date increased 9.4 percent and 8.3 percent, respectively. The increases are due to higher borrowings. We are encouraged by June's strong sales performance and the improved bottom-line at the mid-point in the year. 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, but are not limited to, software in goods purchased for resale, security systems, communication systems, mechanical equipment and software used by integrated supply customers. The Company expects all material issues in these areas, if under its control, to be corrected no later than August 1999. The Year 2000 issue and 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 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 27, 1998 Arthur P. Henderson, Jr. Arthur P. Henderson, Jr. Vice President-Finance