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 March 29, 1997 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 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 -- 6,914,308 shares as of April 30, 1997. PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL INFORMATION WOLOHAN LUMBER CO. CONDENSED BALANCE SHEETS Mar. 29, Dec. 28, 1997 1996 (Unaudited) (Note) ASSETS (000's omitted) CURRENT ASSETS Cash and cash equivalents $ 6,163 $ 15,485 Trade receivables 30,413 32,722 Inventories - at current cost 72,099 59,455 Reduction to LIFO cost (15,051) (14,702) Inventories at the lower of last in, first out cost or market 57,048 44,753 Other current accounts 3,340 3,762 TOTAL CURRENT ASSETS 96,964 96,722 OTHER ASSETS 2,595 2,311 NET PROPERTIES 62,181 63,676 TOTAL ASSETS $ 161,740 $162,709 LIABILITIES AND SHAREOWNERS' EQUITY CURRENT LIABILITIES Trade accounts payable $ 18,952 $ 15,565 Employee compensation and accrued expenses 11,209 12,678 Current portion of long-term debt 5,290 6,790 TOTAL CURRENT LIABILITIES 35,451 35,033 LONG-TERM DEBT, less current portion 19,858 19,883 SHAREOWNERS' EQUITY Common stock 6,916 6,912 Additional capital 21,877 21,828 Retained earnings 77,638 79,053 TOTAL SHAREOWNERS' EQUITY 106,431 107,793 TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $161,740 $162,709 Note: The balance sheet at December 28, 1996, 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. [FN] See notes to condensed financial statements. WOLOHAN LUMBER CO. CONDENSED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED MAR. 29, MAR. 31, 1997 1996 (000's omitted, except per share data) NET SALES $ 77,354 $ 73,453 Cost of sales 58,631 55,669 Gross Profit 18,723 17,784 OPERATING EXPENSES: Selling, general and administrative 17,899 18,443 Depreciation 2,488 2,394 Total operating expenses 20,387 20,837 OPERATING LOSS (1,664) (3,053) OTHER EXPENSES (INCOME): Interest expense 541 634 Gain from sale of properties (26) (581) Other (598) (491) (83) (438) LOSS BEFORE INCOME TAXES (1,581) (2,615) Income taxes (credit) (650) (1,045) NET LOSS $ (931) $(1,570) Average shares outstanding 6,916 7,005 Net loss per share $(.13) $(.22) Dividends per share $.07 $.07 [FN] See notes to condensed financial statements. WOLOHAN LUMBER CO. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MAR. 29, MAR. 31, 1997 1995 (000's omitted, except per share data) NET CASH USED IN OPERATING ACTIVITIES $ (6,346) $(8,192) NET CASH USED IN INVESTING ACTIVITIES (967) (587) NET CASH FROM (USED IN) FINANCING ACTIVITIES (2,009) 2,289 DECREASE IN CASH AND CASH EQUIVALENTS (9,322) (6,490) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 15,485 13,919 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,163 $ 7,429 <FN> See notes to condensed financial statements WOLOHAN LUMBER CO. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) MARCH 29, 1997 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 ended March 29, 1997 are not necessarily indicative of the results that may be expected for the entire year ending December 27, 1997. 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 28, 1996. 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. In February 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. SFAS 128 simplifies the standards for computing earnings per share and makes them comparable to international EPS standards. It also replaces the presentation of primary EPS with a presentation of basic EPS. Implementation of SFAS 128 is not expected to have an impact on the Company's reporting of EPS. SFAS 128 is required to be implemented for periods ending after December 15, 1997. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Results Of Operations Sales totaled $77.4 million in the first quarter of 1997, a 5- percent improvement from the first-quarter of 1996. The higher sales combined with a 3-percent reduction in expenses resulted in a 1997 first quarter loss of $.9 million (13 cents per share); versus a $1.6 million loss (22 cents per share) for the same period of 1996. First-quarter 1996 figures include a gain ($516,000 pre-tax, or 4 cents per share) on the sale of a closed facility. The Company's first quarter historically has the lowest sales volume which often results in a net loss. The sales improvement in the first quarter resulted from a 15- percent increase in contractor (builder and remodeler) sales, offset in part by a 9-percent decrease in consumer (DIY) sales. Comparable-store sales increased 5 percent from the same period of 1996. Approximately 30 percent of the overall sales increase in 1997's first quarter was a result of higher average selling prices of lumber compared with the same period of 1996. The sales mix for the first quarter of 1997 was 67-percent contractor sales and 33-percent consumer sales compared with a 61/39 mix for the first quarter of 1996. Gross margins of 24.2 percent for the 1997 first quarter were equal to 1996's first quarter and included a LIFO charge of $.4 million in both periods. Total margin dollars were $.9 million higher compared with 1996's first quarter. Selling, general and administrative expenses were reduced $.5 million, or 3 percent, from first quarter 1996 due primarily to eliminating the expenses incurred in 1996 related to upgrading the Company's information-technology ( $.4 million in first quarter 1996 and approximately $1 million for the year). The effective tax rate (federal and state) for first quarter 1997 was 41 percent, compared with 40 percent for 1996's first quarter. Financial Condition At March 29, 1997, the Company's balance sheet remained strong. Net working capital at March 29, 1997, totaled $61.5 million, compared with $57.5 million at March 31, 1996, and $61.7 million at Dec. 28, 1996. The current ratio at March 29, 1997, was 2.7 to 1, compared with 2.6 to 1 at March 31, 1996, and 2.8 to 1 at Dec. 28, 1996. Cash and cash equivalents were $6.2 million at March 29, 1997, compared to $7.4 million at March 29, 1996, and $15.5 million at Dec. 28, 1996. The liquidity ratio at March 29, 1997, was .17 to 1, compared to .20 to 1 at March 29, 1996, and .44 to 1 at Dec. 28, 1996. Cash and cash equivalents decreased $9.3 million during the 1997 first quarter due primarily to the seasonal buildup of inventories which increased $12.3 million from year-end 1996. The Company expects that net cash from operating activities and available lines of credit should be adequate to meet future working capital needs. There were no short-term borrowings outstanding at the end of the first quarter 1997. The Company continues to seek opportunities for growth through acquisitions of additional stores. Invested capital (long-term debt and shareowners' equity) was equal to 78% of total assets at March 29, 1997, the same as year- end 1996. At March 29, 1997, the total debt-to-asset ratio and the ratio of equity to total assets remained unchanged from year- end 1996 at .12 and .66:1, respectively. Outlook The Company intends to build on its first quarter progress as it strives to improve profitability for the year. The Company is better focused to improve consumer sales and is executing strategies to increase sales of kitchens and bath, decks, sheds, garages, pole barns and major remodeling projects. It is providing more value-added services for its contractor customers. The Company added seven "boom"-type delivery trucks during the first quarter and is considering the addition of a truss- manufacturing plant to one facility, and a wall-panel manufacturing line to another retail location in the second quarter. PART II -- OTHER INFORMATION ITEM 4. EXHIBITS AND REPORTS ON FORM 8-K (a) 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: May 12, 1997 /s/ David G. Honaman David G. Honaman Vice President - Administration and Chief Financial Officer Date: May 12, 1997 /s/ Edward J. Dean Edward J. Dean, Corporate Controller (Principal Accounting Officer)