1 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 31, 2001 ---------------------------------------------------------- [ ] 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) (989) 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 -- 3,302,089 shares as of April 30, 2001. 2 PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL INFORMATION WOLOHAN LUMBER CO. CONSOLIDATED BALANCE SHEETS (in thousands) MAR. 31, DEC. 31, 2001 2000 ---- ---- (Unaudited) (Note) ASSETS CURRENT ASSETS Cash and cash equivalents $ 6,087 $ 1,705 Certificates of deposit 3,000 10,000 Trade receivables, net 17,480 17,457 Builder Finance Program receivables 1,062 1,478 Inventories - at average cost 32,200 32,524 Reduction to LIFO cost (9,397) (9,397) --------- --------- Inventories at the lower of LIFO cost or market 22,803 23,127 Other current assets 2,665 2,765 --------- --------- TOTAL CURRENT ASSETS 53,097 56,532 NET PROPERTIES AND EQUIPMENT 33,473 36,557 OTHER ASSETS 14,128 13,468 --------- --------- TOTAL ASSETS $ 100,698 $ 106,557 ========= ========= LIABILITIES AND SHAREOWNERS' EQUITY CURRENT LIABILITIES Trade accounts payable $ 9,905 $ 6,318 Employee compensation and accrued expenses 8,144 9,882 Current portion of long-term debt 3,703 7,482 --------- --------- TOTAL CURRENT LIABILITIES 21,752 23,682 LONG-TERM DEBT, less current portion 2,385 5,111 --------- --------- TOTAL LIABILITIES 24,137 28,793 SHAREOWNERS' EQUITY Common stock 3,351 3,388 Retained earnings 73,210 74,376 --------- --------- TOTAL SHAREOWNERS' EQUITY 76,561 77,764 --------- --------- TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $ 100,698 $ 106,557 ========= ========= Note: The consolidated balance sheet at December 31, 2000, 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 3 WOLOHAN LUMBER CO. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per-share amounts) THREE MONTHS ENDED ------------------ MAR. 31, MAR. 25, 2001 2000 ---- ---- NET SALES $ 44,380 $ 66,834 Cost of sales 33,964 51,032 -------- -------- Gross profit 10,416 15,802 Other operating income 704 643 -------- -------- Total operating income 11,120 16,445 OPERATING EXPENSES Selling, general and administrative 11,549 16,378 Store closing costs (recoveries) (41) 445 Depreciation and amortization 1,687 1,837 -------- -------- Total operating expenses 13,195 18,660 -------- -------- LOSS FROM OPERATIONS (2,075) (2,215) OTHER INCOME (EXPENSES) Interest expense (190) (266) Interest income 168 95 Gain on sale of properties 1,073 393 -------- -------- Other income, net 1,051 222 -------- -------- LOSS BEFORE INCOME TAXES (1,024) (1,993) Income tax benefit 409 787 -------- -------- NET LOSS $ (615) $ (1,206) ======== ======== Average shares outstanding 3,373 4,981 Net loss per share, basic $ (.18) $ (.24) Net loss per share, assuming dilution $ (.18) $ (.24) Dividends per share $ .07 $ .07 See notes to condensed consolidated financial statements. PAGE 3 4 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 31, 2000 3,388 $ 3,388 $-- $ 74,376 $ 77,764 Net loss (615) (615) Cash dividends--$.07 per share (237) (237) Shares issued under Long-Term Incentive Plan 10 10 85 -- 95 Shares purchased and retired (47) (47) (85) (314) (446) ------ ------- ---- -------- -------- Balances at March 31, 2001 3,351 $ 3,351 $-- $ 73,210 $ 76,561 ====== ======= ==== ======== ======== See notes to condensed consolidated financial statements. PAGE 4 5 WOLOHAN LUMBER CO. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) THREE MONTHS ENDED ------------------ MAR. 31, MAR. 25, 2001 2000 ---- ---- OPERATING ACTIVITIES Net loss $ (615) $(1,206) Adjustments to reconcile net loss to cash provided by operating activities Depreciation 1,612 1,762 Amortization 75 75 Provision for losses on accounts receivable 86 27 Gain on sale of properties (1,073) (300) Gain on sale of fixed assets (266) (93) Changes in operating assets and liabilities Accounts receivable (109) 5,011 Builder Finance Program receivables 416 618 Other assets 142 (1,766) Inventories 324 (1,517) Accounts payable and accrued expenses 1,989 105 ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 2,581 2,716 ------- ------- INVESTING ACTIVITIES Proceeds from maturities of certificates of deposit 7,000 -- Purchases of property and equipment (147) (1,065) Proceeds from the sale of properties 2,181 982 ------- ------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 9,034 (83) ------- ------- FINANCING ACTIVITIES Net credit lines borrowings -- 1,000 Payments on long-term debt (6,505) (4,092) Purchase of common stock (491) (1,267) Dividends paid (237) (347) ------- ------- NET CASH USED IN FINANCING ACTIVITIES (7,233) (4,706) ------- ------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,382 (2,073) Cash and cash equivalents at beginning of period 1,705 3,217 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,087 $ 1,144 ======= ======= See notes to condensed consolidated financial statements. PAGE 5 6 WOLOHAN LUMBER CO. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2001 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 31, 2001 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2001. 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 31, 2000. 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 2001 loss was $615,000 (18 cents per share), compared with a loss of $1.2 million (24 cents per share) for first-quarter 2000. 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 decline in the net loss for the quarter ended March 31, 2001, compared with the first quarter of the prior year reflects: PAGE 6 7 1. Operating losses of $441,000 associated with four discontinued stores in 2001 (in the fourth quarter 2000, the Company also accrued and expensed $492,000 of store closing costs associated with these four stores), compared with $574,000 of operating losses (inclusive of store closing costs of $445,000) incurred from two discontinued stores in first-quarter 2000. 2. Gains from the sale of real estate properties of $1,073,000, compared with $300,000 of gains in first-quarter 2000. 3. A $177,000 reduction in net interest expense. Sales totaled $44.4 million for the 2001 first quarter, compared with $66.8 million for first-quarter 2000. Sales at comparable stores decreased 21 percent in the 2001 first quarter from first-quarter 2000. Sales in the 2001 first quarter were negatively affected by significant price deflation in lumber and structural panel products combined with slower construction activity and the Company's previous decision in 2000 to reduce or eliminate certain product categories which are inconsistent with the Company's long-term strategies. The per-share loss for the 2001 first quarter was increased by a reduction in outstanding common shares. The Company repurchased 47,000 shares during the first quarter of 2001 and repurchased 1,654,000 shares during the year ended December 31, 2000. Outstanding shares for the 2001 first quarter were 32-percent lower compared with first-quarter 2000. This reduction in outstanding shares will result in increased earnings per share, then would have been realized, as the Company moves into positive income-producing months of 2001. Gross margins in first-quarter 2001 were 23.5 percent, compared with 23.6 percent in 2000's first quarter. The significant reduction in sales revenue, however, resulted in a 34 percent decline in gross margin dollars. The Company reduced its operating expenses (excluding store closing costs) from $18.2 million in first quarter 2000 to $13.2 million in first quarter 2001. However, the impact of certain fixed and semi-fixed operating costs being absorbed by lower sales volume caused the operating expense ratio to rise to 29.8 percent in first quarter 2001, compared with 27.2 percent for first quarter 2000. The effective tax rate (federal and state) for first-quarter 2001 was 40 percent, compared with 39.5 percent for first-quarter 2000. At March 31, 2001 the Company had 36 stores compared with 47 locations at the end of the 2000 first quarter. Financial Condition ------------------- At March 31, 2001, the Company's balance sheet remained strong. Net working capital at March 31, 2001, totaled $31.3 million, compared with $49.3 million at March 25, 2000, and $32.9 million at Dec. 31, 2000. The current ratio at March 31, 2001, was 2.4 to 1, compared with 2.6 to 1 at March 25, 2000, and 2.4 to 1 at Dec. 31, 2000. PAGE 7 8 Cash and cash equivalents totaled $6.1 million at March 31, 2001, compared with $1.1 million at March 25, 2000, and $1.7 million at Dec. 31, 2000. The Company also had certificates of deposit totaling $3 million at March 31, 2001 and $10 million at year-end 2000. The liquidity ratio at March 31, 2001, was .42 to 1, compared to .04 to 1 at March 25, 2000, and .49 to 1 at Dec. 31, 2000. Cash and cash equivalents increased $4.4 million during the 2001 first quarter. Operating activities provided net cash of $2.6 million in the first quarter of 2001. Investing activities in first-quarter 2001 included $7 million of proceeds from maturities of certificates of deposit and $2.2 million of proceeds from the sale of properties, primarily from two closed facilities. Financing activities in first-quarter 2001 used net cash of $7.2 million and included $6.5 million for payments on long-term debt, $.5 million for the purchase of 47,000 shares of Company common stock at an average price of $10.34 per share and $.2 million for a dividend payment. 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 31, 2001, the same as fiscal year-end 2000. At March 31, 2001, the total long-term debt-to-asset ratio was .02, versus .05 at fiscal year-end 2000 and the ratio of equity to total assets was .76:1 versus .73:1 at fiscal year-end 2000. Outlook ------- The Company plans to continue to focus on revenue growth and operating improvement at existing stores through the advancement of services to its target customers and development of operating efficiencies. However, a sluggish economy, low selling prices on lumber and structural panel products and lower building starts may continue to depress sales activity into the second half of the year. The Company plans to work to further strengthen its balance sheet by improving management of working capital at existing operations and redeploying investments which do not meet its strategic profit model. The Company has consistently utilized its strategic profit model to evaluate overall performance of its assets and will continue to do so. Adherence to this model may result in additional store closings or other asset redeployments. 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. PAGE 8 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 9, 2001 /s/ David G. Honaman ----------------- ---------------------------------------------- David G. Honaman Senior Vice President, Chief Financial Officer and Secretary (Principal Financial Officer) Date: May 9, 2001 /s/ Edward J. Dean ----------------- ---------------------------------------------- Edward J. Dean Corporate Controller (Principal Accounting Officer) PAGE 9