-2- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarter ended September 30, 1995 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 0-6169 WOLOHAN LUMBER CO. (Exact name of registrant as specified in its charter) Michigan 38-1746752 (State or other jurisdiction of (Identification Number) (I.R.S. Employer incorporation or organization) 1740 Midland Road, Saginaw, Michigan 48603 (Address of principal executive offices) (517) 793-4532 (Registrant's telephone number, including area code) 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common stock, $1 par value -- 7,086,578 shares as of October 31, 1995. PART I -- FINANCIAL INFORMATION Item 1. Financial Information WOLOHAN LUMBER CO. CONDENSED BALANCE SHEETS Sept 30 Dec 31 1995 1994 (Unaudited) ) ASSETS (000's omitted) CURRENT ASSETS Cash and cash equivalents $ 16,951 $ 22,072 Trade receivables 30,330 25,961 Inventories - at current cost 65,083 64,555 Reduction to LIFO cost (14,038) (14,549) Inventories at the lower of last-in, first-out cost or market 51,045 50,006 Other current accounts 1,909 2,832 TOTAL CURRENT ASSETS 100,235 100,871 OTHER ASSETS 2,613 2,174 NET PROPERTIES 65,801 68,002 TOTAL ASSETS $168,649 $171,047 LIABILITIES AND SHAREOWNERS' EQUITY CURRENT LIABILITIES Trade accounts payable $ 19,559 $ 21,789 Employee compensation and accrued expenses 12,627 12,345 Current portion of long-term debt 4,262 1,970 TOTAL CURRENT LIABILITIES 36,448 36,104 LONG-TERM DEBT, less current portion 25,865 30,035 DEFERRED INCOME TAXES 697 697 SHAREOWNERS' EQUITY Common stock 7,086 7,146 Additional capital 23,288 23,979 Retained earnings 75,265 73,086 TOTAL SHAREOWNERS' EQUITY 105,639 104,211 TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $168,649 $171,047 <FN> Note: The balance sheet at December 31, 1994, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed financial statements. </FN> WOLOHAN LUMBER CO. CONDENSED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED SEPT 30 1995 1994 (000's omitted, except per share data) NET SALES $ 122,638 $ 132,624 Cost of sales 93,831 100,341 28,807 32,283 Other income 717 647 Gain from sale of properties 34 1071 Gross income 29,558 34,001 OPERATING EXPENSES: Selling, general and administrative 24,096 22,968 Depreciation 2,319 2,095 Interest 694 827 27,109 25,890 INCOME BEFORE INCOME TAXES 2,449 8,111 Income taxes 888 3,202 NET INCOME $ 1,561 $ 4,909 Average shares outstanding 7,090 7,146 Net income per share $.22 $.69 Dividends per share $.07 $.07 <FN> See notes to condensed financial statements. WOLOHAN LUMBER CO. CONDENSED STATEMENTS OF INCOME (UNAUDITED) NINE MONTHS ENDED SEPT 30 1995 1994 (000's omitted, except per share data) NET SALES $ 321,144 $ 342,837 Cost of sales 244,969 260,987 76,175 81,850 Other income 1,979 1,773 Gain from sale of properties 342 1,220 Gross Income 78,496 84,843 OPERATING EXPENSES: Selling, general and administrative 63,470 62,857 Depreciation 6,795 5,968 Interest 2,253 2,400 72,518 71,225 INCOME BEFORE TAXES 5,978 13,618 Income taxes 2,301 5,311 NET INCOME $ 3,677 $ 8,307 Average shares outstanding 7,132 7,146 Net income per share $.52 $1.16 Dividends per share $.21 $.21 See notes to condensed financial statements. WOLOHAN LUMBER CO. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED SEPT 30 1995 1994 (000's omitted, except per share data) NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 2,532 $ (3,027) NET CASH USED IN INVESTING ACTIVITIES (4,277) (7,702) NET CASH FROM/(USED IN) FINANCING ACTIVITIES (3,376) 5,871 DECREASE IN CASH AND CASH EQUIVALENTS (5,121) (4,858) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 22,072 22,303 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 16,951 $ 17,445 See notes to condensed financial statements. WOLOHAN LUMBER CO. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 1995 NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The Company's business is seasonal in nature and subject to general economic conditions and other outside factors and, accordingly, its operating results for the three months and nine months ended September 30, 1995, are not necessarily indicative of the results that may be expected for the entire year ending December 31, 1995. For further information, refer to the financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended December 31, 1994. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Results Of Operations Net income for the third quarter of 1995 was $1.6 million, (22 cents per share) versus $4.9 million (69 cents per share) for the same period of 1994. The decline in third-quarter earnings resulted from lower sales, tighter margins, and costs related to the closing of two stores ($1.9 million or 17 cents per share). 1994's third quarter included a 9-cent per share gain on the sale of a closed store. For the first nine months of 1995, net income was $3.7 million, (52 cents per share) compared with $8.3 million ($1.16 per share) for the same period of 1994. Sales totaled $122.6 million in the third quarter of 1995, an 8- percent decline from third quarter 1994 sales of $132.6 million. The sales decline in the 1995 third quarter resulted from a 6- percent decrease in consumer (do-it-yourself) sales and a 9- percent decline in professional contractor sales. Sales at comparable stores (stores in operation at September 30, 1995 and opened prior to July 1, 1994) were down 12 percent, which resulted from a 13-percent decline in consumer sales and a 10-percent decrease in contractor sales. The sales mix ratio for the third quarter of 1995 was 50% consumer and 50% contractor sales, compared with 49% consumer and 51% contractor for the third quarter 1994. For the first nine months of 1995, sales were $321.1 million compared with $342.8 million in the same period of 1994, a decrease of 6 percent. Contractor sales decreased 8 percent and consumer sales decreased 5 percent for the 1995 nine-month period. Comparable store sales for the 1995 nine-month period were down 12 percent. The 1995 sales mix for nine months was 50% consumer sales and 50% contractor sales versus 49% and 51%, respectively for 1994. Fewer housing starts, lower lumber prices, sluggish consumer spending and additional competition continue to be the factors that are negatively affecting sales in 1995. Gross margins were 23.5 percent in the 1995 third quarter, a decline of 80 basis points compared with 1994's third quarter. Competitive pressures in both the consumer and contractor segments of the Company's business negatively affected the third-quarter margins. Selling, general and administrative expenses in third quarter of 1995 (excluding the costs related to store closings) were 18.2 percent of sales compared with 17.3 percent of sales for the corresponding period of 1994. Depreciation expense increased $224,000, or 11 percent, from third quarter 1994 and reflects the two new stores added during 1994's third quarter and the two added in the first half of 1995. During the third quarter of 1995, the Company closed its stores in Niles, Mich. And New Philadelphia, Ohio, resulting in a pre-tax charge to earnings of $1.9 million. The Company continues to evaluate its under-performing stores and will close stores and re-deploy the assets as appropriate. The Company will close its Richmond, Ind. store in November. Costs relating to this closing will approximate $1.0 million, or 9 cents per share. The effective tax rate (federal and state) for third quarter 1995 was 36.3%, compared to 39.5% for third quarter 1994 and for the nine-month period 38.5% vs 38.9% in 1994. The lower effective tax rate for third quarter 1995 resulted primarily from the reduction in earnings compared to third quarter 1994 and the resultant lower statutory federal income tax rate. Financial Condition At Sept. 30, 1995, the Company's balance sheet remains strong. Net working capital at Sept. 30, 1995 was $63.8 million, compared to $63.8 million at Sept. 30, 1994 and $64.8 million at Dec. 31, 1994. The current ratio at Sept. 30, 1995 was 2.8 to 1, compared to 2.4 to 1 at Sept. 30, 1994, and 2.8 to 1 at Dec. 31, 1994. The Company's debt-to-asset ratio was lowered to .15:1. Cash and cash equivalents were $17.0 million at Sept. 30, 1995, compared to $17.4 million at Sept. 30, 1994 and $22.1 million at Dec. 31, 1994. The liquidity ratio was .48 to 1, compared to .38 to 1 at Sept. 30, 1994, and .62 to 1 at Dec. 31, 1994. Cash and cash equivalents increased $1.1 million during the 1995 third quarter with operating activities producing $7.3 million of cash. The major use of cash was to pay off remaining short-term debt of $6.0 million. The Company expects that funds from operations and available lines of credit should be adequate to meet future working capital needs and capital expenditures for 1995. In October, the Company acquired the assets of Home Builder's Warehouse, a two-store chain in northern Michigan. The assets include inventory, customer receivables, equipment and the land and buildings at one site (60,000 sq. feet of retail area, and 50,000 sq. feet of covered storage on 10 acres) while the second store is under a lease arrangement and consists of a small hardware store and lumber storage area. Invested capital (long-term debt and shareowner's equity) was equal to 78% of total assets at Sept. 30, 1995, compared to 78% at year-end 1994. The ratio of equity to total assets was .63 to 1 at Sept. 30, 1995 and .61 to 1 at Dec. 31, 1994.The Company purchased 5,000 shares of its common stock during the third quarter of 1995. Outlook The Company anticipates some margin improvement in the fourth quarter compared to the third quarter, but with sales continuing to be sluggish, the Company expects fourth-quarter earnings to be below 1994 levels. The Company sees continued long-term growth in the demand for home construction, repair and improvement products and has developed strategies to improve its market share. The Company is focusing its time and energy on improving the competency and commitment of its associates to provide outstanding customer service. The Company is striving to better execute its strategy of selling project sales which involve the major purchases of products such as lumber, basic building materials, millwork, and kitchen cabinets. The Company is continuing to make significant investments in technology to improve its inventory replenishment system which currently requires considerable manual effort. The Company is looking for further opportunities for greater efficiencies in all segments of our operation. PART II -- OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (1) none (b) Reports on Form 8-K The Registrant filed no reports on Form 8-K during the quarter for which this Report is filed. 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 thereto duly authorized. WOLOHAN LUMBER CO. Registrant Date: November 10, 1995 David G. Honaman David G. Honaman Vice President Administration, Chief Financial Officer Date: November 10, 1995 Edward J. Dean Edward J. Dean, Corporate Controller (Principal Accounting Officer) 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 thereto duly authorized. WOLOHAN LUMBER CO. Registrant Date: November 10, 1995 David G. Honaman Vice President Administration, Chief Financial Officer Date: November 10, 1995 Edward J. Dean, Corporate Controller (Principal Accounting Officer)