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 September 27, 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 (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 -- 6,906,308 shares as of October 25, 1997. PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL INFORMATION WOLOHAN LUMBER CO. CONDENSED BALANCE SHEETS SEPT. 27, DEC. 28, 1997 1996 (Unaudited) (Note) ASSETS (000's omitted) CURRENT ASSETS Cash and cash equivalents $ 16,562 $ 15,485 Trade receivables 39,586 32,722 Inventories - at current cost 58,029 59,455 Reduction to LIFO cost (15,082) (14,702) Inventories at the lower of last in, first out cost or market 42,947 44,753 Other current accounts 2,768 3,762 TOTAL CURRENT ASSETS 101,863 96,722 OTHER ASSETS 2,759 2,311 NET PROPERTIES 58,568 63,676 TOTAL ASSETS $ 163,190 $162,709 LIABILITIES AND SHAREOWNERS' EQUITY CURRENT LIABILITIES Trade accounts payable $ 16,989 $ 15,565 Employee compensation and accrued expenses 14,565 12,678 Current portion of long-term debt 6,040 6,790 TOTAL CURRENT LIABILITIES 37,594 35,033 LONG-TERM DEBT, less current portion 16,668 19,883 SHAREOWNERS' EQUITY Common stock 6,906 6,912 Additional capital 21,764 21,828 Retained earnings 80,258 79,053 TOTAL SHAREOWNERS' EQUITY 108,928 107,793 TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $ 163,190 $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 SEPT. 27, SEPT. 28, 1997 1996 (000's omitted, except per share data) NET SALES $ 124,119 $ 132,850 Cost of sales 95,751 101,628 Gross Profit 28,368 31,222 OPERATING EXPENSES: Selling, general and administrative 22,812 22,803 Store closing costs 2,575 364 Depreciation 2,413 2,505 Total operating expenses 27,800 25,672 OPERATING INCOME 568 5,550 OTHER EXPENSES (INCOME): Interest expense 459 583 Gain from sale of properties (27) (47) Other (1,002) (796) (570) (260) INCOME BEFORE INCOME TAXES 1,138 5,810 Income taxes 539 2,324 NET INCOME $ 599 $3,486 Average shares outstanding 6,910 6,953 Net income per share $.08 $.50 Dividends per share $.07 $.07 <FN> See notes to condensed financial statements. </FN> WOLOHAN LUMBER CO. CONDENSED STATEMENTS OF INCOME (UNAUDITED) NINE MONTHS ENDED SEPT. 27, SEPT. 28, 1997 1996 (000's omitted, except per share data) NET SALES $ 328,300 $ 325,496 Cost of sales 251,183 246,696 Gross Profit 77,117 78,800 OPERATING EXPENSES: Selling, general and administrative 63,524 63,509 Store closing costs 2,575 364 Depreciation 7,374 7,323 Total operating expenses 73,473 71,196 OPERATING INCOME 3,644 7,604 OTHER EXPENSES (INCOME): Interest expense 1,571 1,907 Gain from sale of properties (85) (676) Other (2,415) (1,983) (929) (752) INCOME BEFORE INCOME TAXES 4,573 8,356 Income taxes 1,916 3,344 NET INCOME $ 2,657 $ 5,012 Average shares outstanding 6,913 6,983 Net income per share $.38 $.72 Dividends per share $.21 $.21 <FN> See notes to condensed financial statements. </FN> WOLOHAN LUMBER CO. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED SEPT. 27, SEPT. 28, 1997 1996 (000's omitted, except per share data) NET CASH FROM OPERATING ACTIVITIES $ 9,472 $ 6,025 NET CASH USED IN INVESTING ACTIVITIES (2,978) (4,709) NET CASH USED IN FINANCING ACTIVITIES (5,417) (6,031) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,077 (4,715) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 15,485 13,919 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 16,562 $ 9,204 <FN> See notes to condensed financial statements. </FN> WOLOHAN LUMBER CO. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 27, 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 nine months ended Sept. 27, 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 third quarter of 1997 was $.6 million (8 cents per share), versus $3.5 million (50 cents per share) for the same period of 1996. The decline in third-quarter earnings resulted primarily from costs related to store closings and lower sales. Net income for the first nine months of 1997 was $2.7 million (38 cents per share) compared with $5 million (72 cents per share) for the same period of 1996. During the quarter, four stores were closed and asset impairment losses were recorded for certain other stores, resulting in pre-tax costs of $3.0 million (25 cents per share). The majority of the store-closing costs were non-cash expenses and related primarily to termination of leases and continuing lease costs, writing off leasehold improvements and reduction of the net book value of real estate. The four stores closed during the quarter did not conform to the Company's strategic direction which focuses the Company's efforts on "project-type customers", including professional builders, remodelers, and project oriented consumers. Sales totaled $124.1 million in the third quarter of 1997, a 7- percent decline from third-quarter 1996. The sales decline in the 1997 third quarter resulted from a 3-percent drop in contractor (builder and remodeler) sales and an 11 percent decline in consumer (DIY) sales. Comparable-store sales in third quarter 1997 declined 4 percent from the same period of 1996. Approximately 16 percent of the overall sales decline in 1997's third quarter was a result of lower average selling prices of lumber (primarily panels) compared with the same period of 1996. Sales for the nine-months ended Sept. 27, 1997 were $328.3 million, a 1-percent increase from the corresponding period a year earlier. Comparable-store sales were 2 percent higher for the 1997 nine-month period. The sales mix for the third quarter of 1997 was 60-percent contractor (builder and remodeler) sales and 40-percent consumer sales compared with a 58/42 mix for the third quarter of 1996. For the nine-month period, contractor sales accounted for 60 percent of total sales in 1997 versus 56 percent for 1996. Gross margins declined 60 basis points to 22.9 percent in the third quarter of 1997, compared with the third quarter of 1996. The lower gross margin resulted primarily from liquidating inventory at the closed stores. Total operating expenses of $25.2 million for the third quarter of 1997 (excluding the costs related to store closings) were $.1 million lower compared with the same period of 1996. The effective tax rate (federal and state) for third quarter 1997 was 47.4 percent, versus 40 percent for third quarter 1996. The increase in the effective tax rate in third quarter 1997 was due to adjusting the nine-month rate which includes a higher effective state rate compared with 1996. For the nine-month period, the effective tax rate was 41.9 percent compared with 40 percent for the same period of 1996. Financial Condition At Sept. 27, 1997, the Company's balance sheet remains strong. Net working capital at Sept. 27, 1997, totaled $64.3 million, compared with $62.2 million at Sept. 28, 1996, and $61.7 million at Dec. 28, 1996. The current ratio at Sept. 27, 1997, was 2.7 to 1, compared with 2.6 to 1 at Sept. 28, 1996, and 2.8 to 1 at Dec. 28, 1996. Cash and cash equivalents were $16.6 million at Sept. 27, 1997, compared to $9.2 million at Sept. 28, 1996, and $15.5 million at Dec. 28, 1996. The liquidity ratio at Sept. 27, 1997, was .44 to 1, compared to .24 to 1 at Sept. 28, 1996, and .44 to 1 at Dec. 28, 1996. Cash and cash equivalents increased $9.7 million during the 1997 third quarter with operating activities producing $11.7 million of cash. The major use of cash in the 1997 third quarter was for net property additions, $.5 million, reduction of long-term debt of $1.4 million and $.5 million for dividend payments. The Company expects that net cash from operating activities and available lines of credit should be adequate to meet future working capital needs. The Company continues to seek opportunities for growth through acquisitions of additional stores which conform to the Company's strategic direction. Invested capital (long-term debt and shareowners' equity) was equal to 77% of total assets at Sept. 27, 1997, the same as Sept. 28, 1996, and 78% at year-end 1996. The total debt-to-asset ratio was lowered to .10:1 at Sept. 27, 1997, from .12:1 at year-end 1996. The ratio of equity to total assets was .67 to 1 at Sept. 27, 1997, compared to .66 to 1 at year-end 1996. Outlook The Company expects pressure on sales and gross margins to continue as "big box" retailers take market share of consumer sales, which, in turn, intensifies the competition for new-home construction and remodeler sales. The Company has set its strategic direction to focus on the project-type customer (professional builders, remodelers and project- oriented consumers) and is committed to improving market-share by developing a stronger associate sales team combined with a more efficient operation. In addition the Company will closely analyze the profitabilty of all locations from a economic value-added perspective, which may result in additional store closings. The Company has made several organizational changes to facilitate the achievement of its plans. PART II -- OTHER INFORMATION ITEM 3. 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: November 6, 1997 David G. Honaman David G. Honaman Vice President - Administration and Chief Financial Officer Date: November 6, 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: November 6, 1997 David G. Honaman Vice President - Administration and Chief Financial Officer Date: November 6, 1997 Edward J. Dean, Corporate Controller (Principal Accounting Officer)