page 13 [DESCRIPTION] 10Q FORM, FINANCIAL DOCUMENTS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarter ended June 30, 1996 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 (I.R.S. Employer incorporation or organization) Identification Number) 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. Yes X 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 -- 6,963,517 shares as of July 31, 1996. PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL INFORMATION WOLOHAN LUMBER CO. CONDENSED BALANCE SHEETS June 30 Dec. 31 1996 1995 (Unaudited) (Note) ASSETS (000's omitted) CURRENT ASSETS Cash and cash equivalents $ 11,367 $ 13,919 Trade receivables 33,213 26,471 Inventories - at current cost 67,803 61,375 Reduction to LIFO cost (13,015) (12,836) Inventories at the lower of last in, first out cost or market 54,788 48,539 Other current accounts 2,171 3,112 TOTAL CURRENT ASSETS 101,539 92,041 OTHER ASSETS 2,077 2,149 NET PROPERTIES 67,284 68,250 TOTAL ASSETS $170,900 $162,440 LIABILITIES AND SHAREOWNERS' EQUITY CURRENT LIABILITIES Trade accounts payable $ 18,019 $ 15,258 Employee compensation and accrued expense 12,796 11,810 Short-term debt 8,000 Current portion of long-term debt 3,548 4,342 TOTAL CURRENT LIABILITIES 42,363 31,410 LONG-TERM DEBT, less current portion 23,733 26,674 SHAREOWNERS' EQUITY Common stock 6,977 6,989 Additional capital 22,447 22,534 Retained earnings 75,380 74,833 TOTAL SHAREOWNERS' EQUITY 104,804 104,356 TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $170,900 $162,440 <FN> Note: The balance sheet at Dec. 31, 1995, 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 JUNE 30 1996 1995 (000's omitted, except per share data) NET SALES $ 119,193 $ 123,089 Cost of sales 89,399 93,820 Gross Profit 29,794 29,269 OPERATING EXPENSES: Selling, general and administrative 22,263 22,230 Depreciation 2,424 2,276 24,687 24,506 OPERATING INCOME 5,107 4,763 OTHER EXPENSES (INCOME): Interest expense 690 847 Gain from sale of properties (696) (756) Other (48) (83) (54) 8 INCOME BEFORE INCOME TAXES 5,161 4,755 Income taxes 2,065 1,902 NET INCOME $ 3,096 $ 2,853 Average shares outstanding 6,990 7,152 Net income per share $.44 $.40 Dividends per share $.07 $.07 <FN> See notes to condensed financial statements. </FN> WOLOHAN LUMBER CO. CONDENSED STATEMENTS OF INCOME (UNAUDITED) SIX MONTHS ENDED JUNE 30 1996 1995 (000's omitted, except per share data) NET SALES $ 192,646 $ 198,506 Cost of sales 145,068 151,138 Gross Profit 47,578 47,368 OPERATING EXPENSES: Selling, general and administrative 40,706 39,371 Depreciation 4,818 4,476 45,524 43,847 OPERATING INCOME 2,054 3,521 OTHER EXPENSES (INCOME): Interest expense 1,324 1,560 Gain from sale of properties (629) (307) Other (1,187) (1,261) (492) (8) INCOME BEFORE INCOME TAXES 2,546 3,529 Income taxes 1,020 1,413 NET INCOME $ 1,526 $ 2,116 Average shares outstanding 6,998 7,153 Net income per share $.22 $.30 Dividends per share $.14 $.14 <FN> See notes to condensed financial statements. </FN> WOLOHAN LUMBER CO. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30 1996 1995 (000's omitted, except per share data) NET CASH USED IN OPERATING ACTIVITIES $ (2,608) $(4,772) NET CASH USED IN INVESTING ACTIVITIES (3,230) (4,143) NET CASH FROM FINANCING ACTIVITIES 3,286 2,714 DECREASE IN CASH AND CASH EQUIVALENTS (2,552 (6,201) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 13,919 22,072 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 11,367 $ 15,871 <FN> See notes to condensed financial statements </FN> WOLOHAN LUMBER CO. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 1996 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 outside factors and, accordingly, its operating results for the three months and six months ended June 30, 1996 are not necessarily indicative of the results that may be expected for the entire year ending Dec. 31, 1996. 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 Dec. 31, 1995. NOTE B - EARNINGS PER SHARE The Company calculates earnings per share based on the average number of shares outstanding for the period. Common stock equivalents had no material dilutive effect for the periods presented. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Results Of Operations Net income for the second quarter of 1996 was $3.1 million (44 cents per share), versus $2.9 million (40 cents per share) for the same period of 1995. The improvement in second-quarter earnings resulted from higher gross margins which more than offset a 3- percent decline in sales. For the first six months of 1996, net income was $1.5 million (22 cents per share), compared with $2.1 million (30 cents per share) for the same period of 1995. Sales totaled $119.2 million in the second quarter of 1996, a 3- percent decline from second-quarter 1995. The sales decline in the second quarter resulted from a 17-percent decrease in consumer (DIY) sales which more than offset a 14-percent improvement in contractor (builder and remodeler) sales. Sales at comparable stores (stores in operation prior to April 1, 1995) were down 5 percent from the same period of 1995, and resulted from an 18- percent decline in consumer sales and a 10-percent increase in contractor sales. For the first six months of 1996, sales were $192.6 million compared with $198.5 million in the same period of 1995, a decrease of 3 percent. Contractor sales increased 10 percent and consumer sales decreased 16 percent for the six-month period. Comparable store sales for the 1996 six-month period were down 4 percent. The sales mix for the second quarter of 1996 was 46-percent consumer sales and 54-percent contractor sales compared with 54- percent consumer sales and 46-percent contractor sales for the second quarter of 1995. The 1996 sales mix for the six months was 43 percent consumer sales and 57 percent contractor sales, versus a 50/50 mix in 1995. Gross margins increased 120 basis points to 25 percent in the second quarter of 1996, compared with the second quarter of 1995. The improvement in margins was the result of improvements in core- product categories (lumber, building materials, cabinets and millwork). Total margin dollars were $.5 million higher compared with 1995's second quarter. Total expenses in the second quarter of 1996 were equal to 1995's second quarter despite approximately $400,000 of expenses incurred related to upgrading information technology The effective tax rate (federal and state) for second quarter 1996 was 40 percent, the same as second quarter 1995. Financial Condition At June 30, 1996, the Company's balance sheet remains strong. Net working capital at June 30, 1996, totaled $59.2 million, compared with $61.4 million at June 30, 1995, and $60.6 million at December 31, 1995. The current ratio at June 30, 1996, was 2.4 to 1, compared with 2.5 to 1 at June 30, 1995, and 2.9 to 1 at Dec. 31, 1995. Cash and cash equivalents were $11.4 million at June 30, 1996, compared to $15.9 million at June 30, 1995, and $13.9 million at Dec. 31, 1995. The liquidity ratio at June 30, 1996, was .27 to 1, compared to .39 to 1 at June 30, 1995, and .44 to 1 at Dec. 31, 1995. Cash and cash equivalents increased $3.9 million during the 1996 second quarter with operating activities producing $5.6 million of cash. The major uses of cash in the 1996 second quarter were for net property additions, $2.7 million, and reduction of long-term debt of $1.5 million. Short-term borrowings totaled $8 million at June 30, 1996, compared with $5 million at June 30, 1995. The Company expects that net cash from operating activities and available lines of credit should be adequate to meet future working capital needs and capital expenditures for 1996. The Company acquired two stores during the 1996 second quarter. The Company continues to seek opportunities for growth through acquisitions of additional stores. Invested capital (long-term debt and shareowner's equity) was equal to 75% of total assets at June 30, 1996, compared to 76% at June 30, 1995, and 81% at year end 1995. The total debt-to-asset ratio was lowered to .14:1 at June 30, 1996, from .16:1 at year- end 1995. The ratio of equity to total assets was .61 to 1 at June 30, 1996, compared to .64 to 1 at year end 1995. The Company purchased 30,000 shares of its common stock during the second quarter of 1996. Outlook The Company is excited about the outlook for the second half of 1996. July 1996 sales exceeded July 1995 sales by 13 percent. The Company intends to sell to contractors a more complete package of home construction products which will improve both sales and gross margins. The Company is working aggressively to improve consumer sales by executing strategies to improve sales of major projects including kitchen and bath, decks, sheds, pole barns, garages, and major remodeling projects. The Company is strongly focused on the priorities of market-share improvement, people development and improved profitability. PART II -- OTHER INFORMATION ITEM 3. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The following information is furnished with respect to the Annual Meeting of security holders of the Registrant held during April 1996: (a) A meeting was held on April 25, 1996 and was an Annual Meeting. (b) Not Applicable (c) At such meeting the following nominees for election as directors were elected to hold office until the next annual meeting of stockholders or until their successors are elected and qualified. The votes cast with respect to each nominee for director are as follows: Votes to Withhold Votes for Authority to Vote Nominee Nominee for the Nominee Richard V. Wolohan 5,141,931 107,989 David F. Wallace 5,142,571 107,349 Ervin E. Wardlow 5,142,394 107,526 Hugo E. Braun, Jr. 5,142,986 106,934 James L. Wolohan 5,142,850 107,070 F.R. Lehman 5,142,488 107,432 Leo B. Corwin 5,142,926 106,994 Lee A. Shobe 5,142,986 106,934 Charles R. Weeks 5,142,986 106,934 ITEM 4. EXHIBITS AND REPORTS ON FORM 8-K (a) Reports on Form 8-K The Company 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: August 12, 1996 David G. Honaman David G. Honaman Vice President - Administration and Chief Financial Officer Date: August 12, 1996 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: August 12, 1996 David G. Honaman Vice President - Administration and Chief Financial Officer Date: August 12, 1996 Edward J. Dean, Corporate Controller (Principal Accounting Officer)