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 28, 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 July 31, 1997. PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL INFORMATION WOLOHAN LUMBER CO. CONDENSED BALANCE SHEETS JUNE 28, DEC. 28, 1997 1996 (Unaudited) (Note) ASSETS (000's omitted) CURRENT ASSETS Cash and cash equivalents $ 6,864 $ 15,485 Trade receivables 40,593 32,722 Inventories - at current cost 67,707 59,455 Reduction to LIFO cost (14,974) (14,702) Inventories at the lower of last in, first out cost or market 52,733 44,753 Other current accounts 2,331 3,762 TOTAL CURRENT ASSETS 102,521 96,722 OTHER ASSETS 2,868 2,311 NET PROPERTIES 61,252 63,676 TOTAL ASSETS $ 166,641 $162,709 LIABILITIES AND SHAREOWNERS' EQUITY CURRENT LIABILITIES Trade accounts payable $ 21,053 $ 15,565 Employee compensation and accrued expenses 12,941 12,678 Current portion of long-term debt 6,040 6,790 TOTAL CURRENT LIABILITIES 40,034 35,033 LONG-TERM DEBT, less current portion 17,693 19,883 SHAREOWNERS' EQUITY Common stock 6,914 6,912 Additional capital 21,856 21,828 Retained earnings 80,144 79,053 TOTAL SHAREOWNERS' EQUITY 108,914 107,793 TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $ 166,641 $162,709 <FN> Note: The balance sheet at Dec. 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. See notes to condensed financial statements. </FN> WOLOHAN LUMBER CO. CONDENSED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED JUNE 28, JUNE 30, 1997 1996 (000's omitted, except per share data) NET SALES $ 126,827 $ 119,193 Cost of sales 96,801 89,399 Gross Profit 30,026 29,794 OPERATING EXPENSES: Selling, general and administrative 22,813 22,263 Depreciation 2,473 2,424 Total operating expenses 25,286 24,687 OPERATING INCOME 4,740 5,107 OTHER EXPENSES (INCOME): Interest expense 571 690 Gain from sale of properties (32) (48) Other (815) (696) (276) (54) INCOME BEFORE INCOME TAXES 5,016 5,161 Income taxes 2,027 2,065 NET INCOME $ 2,989 $3,096 Average shares outstanding 6,915 6,990 Net income per share $.43 $.44 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 28, JUNE 30, 1997 1996 (000's omitted, except per share data) NET SALES $ 204,181 $ 192,646 Cost of sales 155,432 145,068 Gross Profit 48,749 47,578 OPERATING EXPENSES: Selling, general and administrative 40,712 40,706 Depreciation 4,961 4,818 Total operating expenses 45,673 45,524 OPERATING INCOME 3,076 2,054 OTHER EXPENSES (INCOME): Interest expense 1,112 1,324 Gain from sale of properties (58) (629) Other (1,413) (1,187) (359) (492) INCOME BEFORE INCOME TAXES 3,435 2,546 Income taxes 1,377 1,020 NET INCOME $ 2,058 $ 1,526 Average shares outstanding 6,915 6,998 Net income per share $.30 $.22 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 28, JUNE 30, 1997 1996 (000's omitted, except per share data) NET CASH USED IN OPERATING ACTIVITIES $ (2,233) $ (2,608) NET CASH USED IN INVESTING ACTIVITIES (2,480) (3,230) NET CASH FROM (USED IN) FINANCING ACTIVITIES (3,908) 3,286 DECREASE IN CASH AND CASH EQUIVALENTS (8,621) (2,552) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 15,485 13,919 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,864 $ 11,367 <FN> See notes to condensed financial statements. </FN> WOLOHAN LUMBER CO. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) JUNE 28, 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 only 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 28, 1997 are not necessarily indicative of the results that may be expected for the entire year ending Dec. 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 Dec. 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 Dec. 15, 1997. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Results Of Operations Net income for the second quarter of 1997 was $3 million (43 cents per share), versus $3.1 million (44 cents per share) for the same period of 1996. The slight decline in second-quarter earnings was due to a decline in the gross margin percentage. Net income for the first six months of 1997 increased 35 percent to $2.1 million (30 cents per share) compared with $1.5 million (22 cents per share) for the same period of 1996. Sales totaled $126.8 million in the second quarter of 1997, a 6- percent increase from second-quarter 1996. The sales increase in the 1997 second quarter resulted from an 18-percent increase in contractor (builder and remodeler) sales which more than offset a 7-percent decline in consumer (DIY) sales. Comparable-store sales in second quarter 1997 increased 7 percent from the same period of 1996. Approximately 30 percent of the overall sales increase in 1997's second quarter was a result of higher average selling prices of lumber compared with the same period of 1996. For the first six months of 1997, sales increased 6 percent to $204.2 million from the same period of 1996. Contractor sales increased 15 percent and consumer sales decreased 6 percent for the six- month period. Comparable store sales for the 1997 six-month period were up 6 percent from 1996. The sales mix for the second quarter of 1997 was 41-percent consumer sales and 59-percent contractor sales compared with a 46/54 mix for the second quarter of 1996. For the six-month period, contractor sales accounted for 62 percent of total sales in 1997 versus 57 percent for 1996. Gross margins declined 130 basis points to 23.7 percent in the second quarter of 1997, compared with the second quarter of 1996 and were off 80 basis points for the six-month period compared with 1996. The decline in gross margins can be attributed to the Company's aggressive positioning in the marketplace, relative competitive pressures and to a shift in sales mix favoring contractor sales. Gross margin dollars increased $.2 million and $1.2 million for the second quarter and six months, respectively, compared with the corresponding periods of 1996. The operating expense ratio for the 1997 second quarter was 19.9 percent, 80 basis points lower than second quarter 1996. For the 1997 six-month period, the operating expense ratio was 22.4 percent, 120 basis points lower compared with the same period of 1996. The effective tax rate (federal and state) for second quarter 1997 was 40.4 percent, versus 40 percent for second quarter 1996. For the six-month period, the effective tax rate was 40.1 percent for both years. Financial Condition At June 28, 1997, the Company's balance sheet remains strong. Net working capital at June 28, 1997, totaled $62.5 million, compared with $59.2 million at June 30, 1996, and $61.7 million at Dec. 28, 1996. The current ratio at June 28, 1997, was 2.6 to 1, compared with 2.4 to 1 at June 30, 1996, and 2.8 to 1 at Dec. 28, 1996. Cash and cash equivalents were $6.9 million at June 28, 1997, compared to $11.4 million at June 30, 1996, and $15.5 million at Dec. 28, 1996. The liquidity ratio at June 28, 1997, was .17 to 1, compared to .27 to 1 at June 30, 1996, and .44 to 1 at Dec. 28, 1996. Cash and cash equivalents increased $.7 million during the 1997 second quarter with operating activities producing $4.1 million of cash. The major uses of cash in the 1997 second quarter were for net property additions, $1.5 million, and reduction of long-term debt of $1.4 million. The Company had no short-term borrowings at June 28, 1997, compared with $8 million outstanding at June 30, 1996. 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 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 76% of total assets at June 28, 1997, compared to 75% at June 30, 1996, and 78% at year-end 1996. The total debt-to-asset ratio was lowered to .11:1 at June 28, 1997, from .12:1 at year- end 1996. The ratio of equity to total assets was .65 to 1 at June 28, 1997, compared to .66 to 1 at year-end 1996. Outlook The Company expects continued pressure on sales and gross margins in the second half of 1997. In the Midwest, "big box" retailers will continue to take market share of consumer sales and a modest slowdown in new-home construction could negatively impact contractor sales. July 1997 sales were 5-percent below last year on a comparable-store basis. The Company is committed to improving consumer sales with strategies to increase sales of kitchens and baths, decks, sheds, garages, pole barns and major remodeling projects. The Company continues to provide more value-added services to improve market- share of contractor business. A wall-panel line will be added to one location and a truss-manufacturing plant will be added to another facility in the third quarter. The Company added two more "boom"- type delivery trucks during the second quarter. 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 1997: (a) A meeting was held on April 24, 1997 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 Ervin E. Wardlow 5,516,932 56,503 Hugo E. Braun, Jr. 5,516,943 56,492 James L. Wolohan 5,516,867 56,568 F.R. Lehman 5,517,031 56,404 Leo B. Corwin 5,517,174 56,261 Lee A. Shobe 5,517,273 56,261 Charles R. Weeks 5,517,174 56,162 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 11, 1997 David G. Honaman David G. Honaman Vice President - Administration and Chief Financial Officer Date: August 11, 1997 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 11, 1997 David G. Honaman David G. Honaman Vice President - Administration and Chief Financial Officer Date: August 11, 1997 Edward J. Dean Edward J. Dean, Corporate Controller (Principal Accounting Officer)