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 March 25, 2000 -------------------------------------------- |_| 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 -- 4,833,847 shares as of April 30, 2000. PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL INFORMATION WOLOHAN LUMBER CO. CONSOLIDATED BALANCE SHEETS (in thousands) MAR. 25, DEC. 25, 2000 1999 --------- --------- (Unaudited) (Note) ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,144 $ 3,217 Trade receivables, net 28,703 33,741 Builder Finance Program receivables 4,602 5,220 Inventories - at average cost 50,393 48,796 Reduction to LIFO cost (13,023) (12,943) --------- --------- Inventories at the lower of LIFO cost or market 37,370 35,853 Other current accounts 7,570 5,385 --------- --------- TOTAL CURRENT ASSETS 79,389 83,416 NET PROPERTIES 42,534 43,344 OTHER ASSETS 12,916 13,886 --------- --------- TOTAL ASSETS $ 134,839 $ 140,646 ========= ========= LIABILITIES AND SHAREOWNERS' EQUITY CURRENT LIABILITIES Trade accounts payable $ 15,080 $ 12,467 Employee compensation and accrued expenses 11,810 14,458 Short-term bank borrowings 1,000 -- Current portion of long-term debt 2,211 4,189 --------- --------- TOTAL CURRENT LIABILITIES 30,101 31,114 LONG-TERM DEBT, less current portion 10,480 12,593 --------- --------- TOTAL LIABILITIES 40,581 43,707 SHAREOWNERS' EQUITY Common stock 4,938 5,031 Additional capital -- 673 Retained earnings 89,320 91,235 --------- --------- TOTAL SHAREOWNERS' EQUITY 94,258 96,939 --------- --------- TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $ 134,839 $ 140,646 ========= ========= <FN> Note: The consolidated balance sheet at December 25, 1999, 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 consolidated financial statements. page 2 WOLOHAN LUMBER CO. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per-share amounts) THREE MONTHS ENDED ------------------ MAR. 25, MAR. 27, 2000 1999 -------- -------- NET SALES $ 66,834 $ 73,148 Cost of sales 51,032 56,128 -------- -------- Gross profit 15,802 17,020 Other operating income 643 721 -------- -------- Total operating income 16,445 17,741 OPERATING EXPENSES: Selling, general and administrative 16,378 18,312 Store closing costs 445 -- Depreciation and amortization 1,837 1,741 -------- -------- Total operating expenses 18,660 20,053 -------- -------- LOSS FROM OPERATIONS (2,215) (2,312) OTHER INCOME (EXPENSES): Interest expense (266) (425) Interest income 95 82 Gain on sale of properties 393 1,107 -------- -------- Other income, net 222 764 -------- -------- LOSS BEFORE INCOME TAXES (1,993) (1,548) Income tax credit 787 616 -------- -------- NET LOSS $ (1,206) $ (932) ======== ======== Average shares outstanding 4,981 5,423 Net loss per share, basic $ (.24) $ (.17) Net loss per share, assuming dilution $ (.24) $ (.17) Dividends per share $ .07 $ .07 See notes to condensed consolidated financial statements. page 3 WOLOHAN LUMBER CO. CONSOLIDATED STATEMENT OF SHAREOWNERS' EQUITY (UNAUDITED) (in thousands) COMMON SHARES TOTAL ------------- ADDITIONAL RETAINED SHAREOWNERS' SHARES AMOUNT CAPITAL EARNINGS EQUITY ------ ------ ------- -------- ------ Balances at December 25, 1999 5,031 $ 5,031 $ 673 $ 91,235 $ 96,939 Net loss (1,206) (1,206) Cash dividends--$.07 per share (347) (347) Shares issued under Long-Term Incentive Plan 10 10 129 139 Shares purchased and retired (103) (103) (802) (362) (1,267) -------- -------- -------- -------- -------- Balances at March 25, 2000 4,938 $ 4,938 $ 0 $ 89,320 $ 94,258 ======== ======== ======== ======== ======== page 4 WOLOHAN LUMBER CO. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) THREE MONTHS ENDED ------------------ MAR. 25, MAR. 27, 2000 1999 -------- -------- Operating Activities Net loss $ (1,206) $ (932) Adjustments to reconcile net loss to cash provided by (used in) operating activities: Depreciation 1,762 1,673 Amortization 75 68 Provision for losses on accounts receivable 27 20 Gain on sale of properties (393) (1,107) Changes in operating assets & liabilities net of effects of sale of stores to Stock Lumber in 1999 Accounts receivable 5,011 7,711 Builder Finance Program receivables 618 (1,414) Other assets (1,766) (655) Inventories (1,517) (5,993) Accounts payable & accrued expenses 105 (4,449) -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 2,716 (5,078) -------- -------- INVESTING ACTIVITIES Additions to properties (1,065) (1,216) Proceeds from sale of stores to Stock Lumber -- 9,956 Proceeds from the sale of properties 982 1,512 -------- -------- NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (83) 10,252 -------- -------- FINANCING ACTIVITIES Net credit lines borrowings (repayments) 1,000 (2,000) Payments on long-term debt (4,092) (1,934) Purchase of common stock (1,267) (2,818) Dividends paid (347) (375) -------- -------- NET CASH USED IN FINANCING ACTIVITIES (4,706) (7,127) -------- -------- DECREASE IN CASH AND CASH EQUIVALENTS (2,073) (1,953) Cash and cash equivalents at beginning of period 3,217 3,166 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,144 $ 1,213 ======== ======== See notes to condensed consolidated financial statements. page 5 WOLOHAN LUMBER CO. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 25, 2000 NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated 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 ended March 25, 2000 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2000. For further information, refer to the consolidated financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended December 25, 1999. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Certain information contained in Management's Discussion and Analysis of Financial Condition and Results of Operations may be deemed to be forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 and are subject to the Act's safe harbor provisions. These statements are based on current expectations and involve a number of risks and uncertainties. Actual results could differ materially and adversely from those described in the forward-looking statements as a result of various factors outside the control of the Company, including, but not limited to the following: fluctuations in customer demand and spending, expectations of future volumes and prices for the Company's products, prevailing economic conditions affecting the retail lumber and building materials markets and seasonality of operating results. Results Of Operations The first-quarter 2000 loss was $1.2 million (24 cents per share) compared with a loss of $932,000 (17 cents per share) for first-quarter 1999. The Company's business is subject to seasonal influences, with lower sales historically recorded in the first quarter, often resulting in a net loss. The 2000 first-quarter results include a pre-tax charge of $445,000 related to closing one store. Pre-tax gains from selling idle properties totaled $393,000 in first-quarter 2000 compared with $1.1 million in first-quarter 1999. Excluding these page 6 infrequently occurring items and interest and taxes, the first-quarter pre-tax loss was $1.7 million, compared with $2.2 million in 1999, an improvement of 25 percent. The improvement resulted from a 30-basis-point increase in gross margins and a 20-basis-point decrease in net operating expenses, which together combined to offset lower sales. Sales totaled $66.8 million for the 2000 first quarter, compared with $73.1 million for first-quarter 1999. Sales at comparable stores decreased 3 percent in the 2000 first quarter. Contractor-builder and remodeler sales accounted for approximately 70 percent of total sales in the first quarter of 2000, compared with 72 percent for the same period of 1999. The per-share loss for the 2000 first quarter was increased by a reduction in outstanding common shares. The Company repurchased 103,000 shares during the first quarter of 2000 and repurchased 539,000 shares during 1999. Outstanding shares were 8-percent lower compared with first-quarter 1999. This reduction in outstanding shares will have the effect of increasing earnings per share for a given level of income as the Company moves into positive income-producing months of 2000. Gross margins in first-quarter 2000 were 23.6 percent, compared with 23.3 percent in 1999's first quarter. A key part of the Company's strategic plan is the conversion of several Wolohan Lumber stores to the Central Michigan Lumber (CML) format. The CML format is a cost-efficient model focused on project customers and large building contractors. The Company expects to convert eight stores in 2000 with the first two to be completed by early May. Costs incurred in the first quarter related to these conversions totaled approximately $70,000. The Company's operating-expense ratio, including the conversion costs, was 27.2 percent in first quarter 2000, compared with 27.4 percent in 1999's first quarter. Reductions in marketing expense and improved expense control in other areas were the primary reasons for the lower expense factor. The effective income tax rate (federal and state) for fiscal first-quarter 2000 was 39.5 percent, compared with 39.8 percent for fiscal first-quarter 1999. Financial Condition At March 25, 2000, the Company's balance sheet remained strong. Net working capital at March 25, 2000, totaled $49.3 million, compared with $46.2 million at March 27, 1999, and $52.3 million at Dec. 25, 1999. The current ratio at March 25, 2000, was 2.6 to 1, compared with 2.2 to 1 at March 27, 1999, and 2.7 to 1 at Dec. 25, 1999. Cash and cash equivalents were $1.1 million at March 25, 2000, compared with $1.2 million at March 27, 1999, and $3.2 million at Dec. 25, 1999. The liquidity ratio at March 25, 2000, was .04 to 1, compared to .03 to 1 at March 27, 1999, and .1 to 1 at Dec. 25, 1999. page 7 Cash and cash equivalents decreased $2.1 million during the 2000 first quarter. Operating activities provided net cash of $2.7 million in the first quarter of 2000, primarily from the seasonal reduction in accounts receivable. Investing activities in first-quarter 2000 included $1 million of proceeds from the sale of a closed facility which nearly offset $1.1 million of additions to properties. Financing activities in first-quarter 2000 used net cash of $4.7 million and included $4.1 million for payments on long-term debt, $1.2 million for the purchase of 103,000 shares of Company common stock at an average price of $12.31 per share, $.4 million for a dividend payment and net borrowings of $1 million under the Company's credit lines. The Company expects that net cash from operating activities and available lines of credit should be adequate to meet future working capital needs. Invested capital (long-term debt and shareowners' equity) was equal to 78% of total assets at March 25, 2000, the same as fiscal year-end 1999. At March 25, 2000, the total debt-to-asset ratio was .08, versus .09 at fiscal year-end 1999 and the ratio of equity to total assets was .70:1 versus .69:1 at fiscal year-end 1999. In 1997, the Company began testing a Builder Finance Program as a way of improving market share and product mix of builder sales. The program started out with Wolohan Lumber being the mortgage lender and the Company utilized its working capital to fund the loans. The average mortgage loan is for a six-month period, carries a competitive interest rate and generally has a lower administrative fee for the builder when compared to a commercially-offered construction loan. A first mortgage is obtained as security for each loan. The program has grown from financing three homes in 1997 to over 100 homes in 1999. Because of the growth of the program, the Company has partnered with a financial institution to fund the needs of some Michigan builders using the Builder Finance Program. The Company continues to be the mortgage lender for the program in Ohio and Indiana. At the end of the first quarter 2000, the balance of receivables in the Builder Finance Program totaled $4.6 million, compared with $5.2 million at year-end 1999. Outlook The Company will continue to focus on improvement in both market share and profitability in the year 2000. The Company continues to seek opportunities for growth through acquisitions of businesses aligned with the Company's target customers (single-family builder, remodeler and project-oriented consumer). Its strong balance sheet will allow the Company to take advantage of growth and profit opportunities as they arise. The Company is committed to improving its return-on-investment ratios and will continue to analyze the profitability of all locations from an economic value-added perspective. page 8 PART II -- OTHER INFORMATION Item 4. Exhibits and Reports on Form 8-K (a) Reports on Form 8-K The registrant filed a Form 8-K dated February 4, 2000. page 9 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 8, 2000 David G. Honaman ---------------- --------------------------------------------- David G. Honaman Senior Vice President, Chief Financial Officer and Secretary (Principal Financial Officer) Date: May 8, 2000 Edward J. Dean ---------------- --------------------------------------------- Edward J. Dean, Corporate Controller (Principal Accounting Officer) page 10