<PAGE>
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 quarterly period ended March 31, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________________ TO _______________
Commission File No. 0-27424
-------
WILMAR INDUSTRIES, INC.
-----------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2232386
-------------------------------- -----------------
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
303 Harper Drive
Moorestown, New Jersey 08057
---------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (856) 439-1222
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
-------- --------
The number of shares of the registrant's common stock, no par value,
outstanding as of April 30, 2000
was 12,408,226.
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS
WILMAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS - Unaudited
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------------- ---------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 6,193,800 $ 5,445,468
Cash - restricted 314,119 309,054
Accounts Receivable - trade, net of allowance for doubtful accounts
of $2,192,250 in 2000 and $2,130,807 in 1999. 40,906,860 39,442,711
Inventory 40,716,999 40,911,232
Prepaid expenses and other current assets 2,940,748 3,432,122
Deferred income taxes 2,678,693 2,188,206
---------------- ---------------
Total current assets 93,751,219 91,728,793
PROPERTY AND EQUIPMENT, net of accumulated depreciation
of $10,678,942 in 2000 and $10,128,061 in 1999. 10,007,567 8,972,008
GOODWILL, net of accumulated amortization of $2,279,166 in 2000
and $1,746,467 in 1999 84,424,448 84,779,524
INTANGIBLE ASSETS AND OTHER, Net 16,166,173 16,487,886
---------------- ---------------
TOTAL ASSETS $ 204,349,407 $ 201,968,211
================ ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ - $ -
Current portion of long-term debt 6,187,500 4,125,000
Accounts payable 22,041,392 21,884,606
Accrued expenses and other current liabilities 13,654,568 13,898,073
Accrued interest 255,001 315,100
Income taxes payable 3,309,193 860,113
---------------- ---------------
Total current liabilities 45,447,654 41,082,892
LONG-TERM LIABILITIES
Deferred Compensation 451,068 437,676
Long-term debt - net of current portion 50,437,500 55,875,000
---------------- ---------------
Total liabilities 96,336,222 97,395,568
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, 5,000,000 shares authorized; none issued
Common stock, no par value - 50,000,000 shares authorized;
12,407,826 shares issued and outstanding in 1999
12,408,226 shares issued and outstanding in 2000 103,729,854 103,725,914
Accumulated other comprehensive income 20,465 56,383
Retained earnings 17,066,429 13,593,909
---------------- ---------------
120,816,748 117,376,206
Less: Treasury stock, at cost (1,000,000 shares in 2000 and 1999) (12,803,563) (12,803,563)
---------------- ---------------
Total stockholders' equity 108,013,185 104,572,643
---------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 204,349,407 $ 201,968,211
================ ===============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
WILMAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME - Unaudited
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, March 26,
2000 1999
---------------- ----------------
<S> <C> <C>
NET SALES $ 75,723,635 $ 48,747,114
COST OF SALES 49,021,997 34,051,856
---------------- ----------------
Gross profit 26,701,638 14,695,258
OPERATING EXPENSES:
Operating and selling expenses 13,537,046 7,173,587
Corporate general and administrative expenses 6,132,141 2,911,218
---------------- ----------------
Total operating expenses 19,669,187 10,084,805
---------------- ----------------
Operating income 7,032,451 4,610,453
INTEREST (EXPENSE) / INCOME, NET (1,112,588) 352,653
---------------- ----------------
Income before income taxes 5,919,863 4,963,106
PROVISION FOR INCOME TAXES 2,447,343 1,910,800
---------------- ----------------
Net income $ 3,472,520 $ 3,052,306
================ ================
Net income per share - Basic $ 0.28 $ 0.23
================ ================
Net income per share - Diluted $ 0.28 $ 0.23
================ ================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
WILMAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - Unaudited
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Accumulated
Other Total
Common Stock Retained Comprehensive Treasury Stockholders'
Shares Amount Earnings Income Stock (Deficit) Equity
------------- -------------- ------------- --------------- ------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 25, 1998 13,389,827 $ 103,568,743 $ 220,284 $ - $ - $ 103,789,027
Exercised Stock Options 17,999 93,041 93,041
Tax Benefit from Exercised
Stock Options 64,130 64,130
Repurchase of Common Stock (1,000,000) (12,803,563) (12,803,563)
Comprehensive income
Net income 13,373,625
Foreign currency
translation 56,383
Total comprehensive income 13,430,008
------------- -------------- ------------- --------------- ------------- ------------------
BALANCE, DECEMBER 31, 1999 12,407,826 $ 103,725,914 $ 13,593,909 $ 56,383 $(12,803,563) $ 104,572,643
============= ============== ============= =============== ============= ==================
Exercised Stock Options 400 1,692 1,692
Tax Benefit from Exercised
Stock Options 2,248 2,248
Comprehensive income
Net income 3,472,520
Foreign currency
translation (35,918)
Total comprehensive income 3,436,602
------------- -------------- ------------- --------------- ------------- ------------------
BALANCE, MARCH 31, 2000 12,408,226 $ 103,729,854 $ 17,066,429 $ 20,465 $(12,803,563) $ 108,013,185
============= ============== ============= =============== ============= ==================
</TABLE>
<PAGE>
WILMAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - Unaudited
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the three For the three
Months Ending Months Ending
March 31, 2000 March 26, 1999
--------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES :
Net Income $ 3,472,520 $ 3,052,306
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,190,499 548,234
Deferred income taxes (490,487) 39,000
Loss (gain) on disposition of property and equipment (1,250)
Changes in assets and liabilities, net of effects
of acquisition:
Accounts receivable (1,464,149) 853,240
Inventory 194,233 618,804
Prepaid expenses and other current assets 486,309 (16,614)
Other 96,261 (75,989)
Accounts payable 156,786 2,393,436
Accrued expenses and other current liabilities (706,598) 1,532,948
Accrued interest (60,099)
Deferred Compensation 13,392
Income taxes payable 2,451,328 1,709,790
--------------- ---------------
Net cash provided by operating activities 5,338,745 10,655,155
--------------- ---------------
INVESTING ACTIVITIES :
Purchase of property and equipment, net (1,004,814) (635,576)
Proceeds from sale of property and equipment 1,250
Proceeds from sale of short-term investments -
Acquisition of businesses, including escrow (177,623)
Procceds from escrow settlement -
--------------- ---------------
Net cash used in investing activities (1,181,187) (635,576)
--------------- ---------------
FINANCING ACTIVITIES :
(Repayment of) proceeds from notes payable (3,375,000) (708,518)
Purchases of stock for treasury - (1,493,750)
Net proceeds from exercise of stock options 1,692 37,772
--------------- ---------------
Net cash provided by financing activities (3,373,308) (2,164,496)
--------------- ---------------
Effect of exchange rate changes on cash (35,918)
--------------- ---------------
NET DECREASE IN CASH 748,332 7,855,083
CASH, BEGINNING OF PERIOD 5,445,468 30,611,955
--------------- ---------------
CASH, END OF PERIOD $ 6,193,800 $ 38,467,038
=============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for :
Interest $ 1,242,120 $ 13,340
=============== ===============
Income taxes $ 130,291 $ 193,250
=============== ===============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
WILMAR INDUSTRIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The condensed consolidated financial statements include the accounts of Wilmar
Industries, Inc. ("Wilmar" or the "Company") and its subsidiaries. Inter-
company balances and transactions have been eliminated.
These 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 10-01 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, such interim statements reflect all adjustments
(consisting of normal recurring adjustments) necessary to present fairly the
financial position and the results of operations and cash flows for the interim
periods presented. The results of operations for these interim periods are not
necessarily indicative of the results to be expected for the full year ending
December 29, 2000. These financial statements should be read in conjunction
with the audited consolidated financial statements and footnotes included in the
Company's Form 10-K for the year ended December 31, 1999.
NOTE 2 - ACCOUNTING POLICIES
- ----------------------------
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, (collectively referred to as "derivatives") and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. The effective date for this statement
(originally for all fiscal quarters of fiscal years beginning after June 15,
1999) has been delayed until July 1, 2000. Management has not yet determined
what effect, if any, this statement will have on the Company.
NOTE 3 - INCOME TAXES
- ---------------------
The Company provides for income taxes based upon SFAS No. 109, "Accounting for
Income Taxes", which requires an asset and liability approach to financial
accounting and reporting for income taxes.
NOTE 4 - COMPUTATION OF BASIC AND DILUTED NET INCOME PER SHARE
- --------------------------------------------------------------
Net income per share presented for all periods have been computed in accordance
with SFAS No. 128, "Earnings per Share." Basic net income per share is computed
by dividing net income by the weighted-average number of shares outstanding
during the period. Diluted net income per share is computed by dividing net
income by the weighted-average number of shares outstanding during the period,
assuming dilution.
The amounts used in calculating net income per share data are as follows:
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, March 26,
2000 1999
------------------------- -------------------------
<S> <C> <C>
Net Income $ 3,472,520 $ 3,052,306
=========== ===========
Weighted Average Shares Outstanding - Basic 12,407,953 13,384,915
Effect of Dilutive Stock Options 199,292 118,581
----------- -----------
Weighted Average Shares Outstanding - Diluted 12,607,245 13,503,496
=========== ===========
</TABLE>
The following options to purchase common stock, although outstanding, were not
included in the computation of weighted average shares outstanding - Diluted
because the options' exercise price was greater than the average market price of
common shares during the period. For the three months ended March 31, 2000 and
March 26, 1999, 306,374 and 211,600, respectively, were not included.
<PAGE>
WILMAR INDUSTRIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - CONTINGENCIES
- ----------------------
The Company is involved in various legal proceedings in the ordinary course of
its business, which are not anticipated to have a material adverse effect on the
Company's results of operations or financial position.
NOTE 6 - SUBSEQUENT EVENTS
- --------------------------
SHAREHOLDER LAWSUIT CHALLENGING THE MERGER AND RECAPITALIZATION
Following the public announcement of the merger and recapitalization, a
purported shareholders class action complaint was filed by Phronesis Partners,
L.P. on December 27, 1999 against Wilmar, Wilmar's directors and Parthenon
Capital, Inc. in the Superior Court of New Jersey, Chancery Division, Burlington
County (Docket No. BUR-C-171-99). The complaint alleged, among other things,
that Wilmar's directors had breached their fiduciary duties and that Parthenon
capital has aided and abetted those breaches. The complaint also alleged, among
other things, that the proposed consideration for the merger and
recapitalization and also sought damages.
The parties to the lawsuit reached an agreement in principle to settle the
matter on April 17, 2000. In connection with the settlement:
. The special committee has agreed to request William Blair to deliver a
letter to the special committee, in a form satisfactory to William Blair
and the special committee, bringing down its fairness opinion through
April 14, 2000 and wilmar has agreed to publicly disclose such letter by
filing it with the Securities and Exchange Commission;
. the voting and exchange agreement has been amended to require William
Green and certain trusts established by him to vote their shares of
Wilmar common stock at the special meeting in favor of and against the
merger proposal in the same proportions as the votes cast by all other
wilmar shareholders in the aggregate at the special meeting;
. Wilmar has made certain disclosures in its proxy statement;
. a stipulation of settlement will be agreed upon which will expressly
provide that the defendants denied and continue to deny that they
committed any violations of law, and that the defendants settled the
matter to eliminate the burden, risk and expense of further litigation,
and will acknowledge that the plaintiffs' lawsuit in part caused
additional disclosures to be included in the final proxy settlement
mailed to Wilmar shareholders; and
. the plaintiff's counsel will apply to the applicable New Jersey state
court for an award of attorneys' fees and disbursements in an aggregate
amount not to exceed $400,000, and Wilmar and the other defendants will
not object to this application.
While the parties' agreement in principle is binding, the terms of the
settlement are nevertheless subject to court approval, approval of the plaintiff
class, execution of a final stipulation of settlement, dismissal of the
plaintiff's action, and the closing of the merger contemplated by the merger
agreement.
<PAGE>
WILMAR INDUSTRIES, INC.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This document contains certain forward-looking statements that are subject to
risks and uncertainties. Forward-looking statements include certain information
relating to future growth plans, the anticipated costs associated with those
plans, the Company's liability and capital resources, as well as information
contained elsewhere in this report where statements are preceded by, followed by
or include the words "believes," "expects," "anticipates" or similar
expressions. For such statements the Company claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Actual events or results may differ materially
from those discussed in forward-looking statements as a result of various
factors, including without limitation, general market conditions, increased
competition, failure to locate and acquire acquisition candidates, and factors
discussed elsewhere in this report and in the documents incorporated herein by
reference. The following discussion should be read in conjunction with the
interim financial statements and the notes thereto contained elsewhere in this
report on Form 10-Q.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 26, 1999
Net Sales. Net sales increased by $27 million, or 55.3%, to $75.7 million for
the three months ended March 31, 2000 from $48.7 million for the corresponding
period in 1999. The increase was primarily attributable to the acquisition of
J.A. Sexauer, Inc. ("Sexauer"), Sexauer Ltd. ("Sexauer Ltd.") and Trayco of
S.C., Inc. ("Trayco"), referred to hereafter as "Sexauer Group", that occurred
in December 1999. Price increases during both periods were modest and made only
on selected items.
Gross Profit. Cost of sales includes merchandise, freight, distribution center
occupancy expenses and certain delivery costs. As a percentage of net sales,
gross profit was 35.3% for the three months ended March 31, 2000 compared to
30.1% for the corresponding period in 1999. The increase in gross profit margin
percentage is attributable to the Sexauer Group historically higher gross profit
margins.
Operating and Selling Expenses. Operating and selling expenses consist of labor
and other costs associated with operating a distribution center as well as
selling expenses and commissions. Operating and selling expenses increased by
$6.4 million, or 88.7%, to $13.5 million for the three months ended March 31,
2000, from $7.2 million for the corresponding period in 1999. As a percentage
of net sales, these expenses represented 17.9% for the three months ended March
31, 2000 compared to 14.7% for the corresponding period in 1999, primarily due
to higher sales commissions at Sexauer Group.
Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased by $3.1 million, or 105.2%, to $6.1 million
for the three months ended March 31, 2000 from $2.9 million for the
corresponding period in 1999. This increase was the result of the Sexauer Group
acquisition, as well as the additional staffing required to manage a larger
volume of business. As a percentage of net sales, corporate general and
administrative expenses represented 8.1% for the three months ended March 31,
2000 compared to 6.0% for the corresponding period in 1999.
Operating Income. Operating income increased by $2.4 million or 52.5%, to $7.0
million for the three months ended March 31, 2000 from $4.6 million for the
corresponding period in 1999. As a percentage of net sales, operating income
was 9.3% for the three months ended March 31, 2000 and 9.5% for the
corresponding period in 1999.
Interest (Expense) Income, Net. Net interest expense for the three months ended
March 31, 2000 increased by $1.5 million to $1.1 million of net interest expense
from $353,000 of net interest income for the corresponding period in 1999. The
interest expense occurred as a result of the additional debt incurred by the
company related to the Sexauer Group acquisition.
<PAGE>
WILMAR INDUSTRIES, INC.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 26, 1999
LIQUIDITY AND CAPITAL RESOURCES
Historically, Wilmar's primary source of liquidity has been cash flow from
operations, supplemented by borrowings under its bank line of credit to support
increases in accounts receivable and inventory, net of accounts payable, and the
public sale of its securities.
Cash provided by operating activities was $5.3 million during the three months
ended March 31, 2000 compared to $10.7 million of cash provided by operating
activities during the corresponding period in 1999. Cash provided by operating
activities during the three months ended March 31, 2000 consisted of $3.5
million of net income before adding back depreciation and amortization and other
non-cash charges, decreased $1.2 million by changes in operating assets and
liabilities. This primarily resulted from a $767,000 decrease in accrued
expenses and accrued interest as well as a $778,000 decrease in inventory,
prepaid expense and other assets offset by an increase in accounts receivable of
$1.5 million and an increase in accounts payable and deferred compensation of
$170,000.
Cash used in investing activities during the three months ended March 31, 2000
was $1.2 million, which consisted of approximately $1.0 million for the purchase
of property and equipment and $178,000 relating to the acquisition of Sexauer
Group.
Cash used in financing activities during the first three months of 2000 was
approximately $3.4 million for the repayment of notes payable.
Capital expenditures were $1.0 million for the three months ended March 31, 2000
compared to $636,000 for the corresponding period in 1999. Capital expenditures
for the first three months of 2000 were primarily for the opening of our new
distribution centers in Los Angeles and Chicago, as well as improvement and
updating of other distribution centers. In addition, the Company purchased a
digital catalog management software package in order to convert its merchandise
catalogs to an internet format. In addition, The Company purchased state-of -
the-art inventory and replenishment planning software in order to optimize
inventory investments. The Company intends to finance its future capital
expenditures with cash flow from operations and possibly with term debt or
capital leases.
In December 1999, in connection with the Sexauer Group acquisition , the Company
entered into a new credit agreement with a syndicate of banks. The credit
agreement provides for a five year secured revolving credit facility of $30
million of borrowings ($5 million outstanding and $25 million available at March
31, 2000) and a five year term loan of $55 million ($51.6 million outstanding as
of March 31, 2000), the proceeds of which were used to purchase Sexauer Group.
Borrowings under the revolving credit facility and the term loan facility bear
interest at a rate based on certain financial measures. The Company is also
required to pay a commitment fee of 0.375% per annum on the unused commitment.
Interest on outstanding balances under these credit facilities is due and
payable quarterly. Additionally the Company has an unsecured letter of credit
facility of $5 million with one of the banks in the syndicate.
The credit agreement contains customary affirmative and negative covenants,
including certain covenants requiring the Company to maintain it's debt to cash
flow ratio, fixed charge ratio in addition to meeting a minimum net worth test.
The Company was in compliance with all covenants at March 31, 2000.
Generally, cash flow from operations has been sufficient to fund the Company's
growth. The Company believes that funds generated from operations, together with
funds available under the credit facility discussed above, will be sufficient to
fund the Company's current and foreseeable operational needs and growth
strategy. The Company believes that its existing cash balances, supplemented by
borrowings under existing credit facilities, are adequate to meet planned
operating and capital expenditure needs at least through 2000. However, if the
Company were to make any significant acquisitions for cash, it may be necessary
for the Company to obtain additional debt or equity financing.
<PAGE>
WILMAR INDUSTRIES, INC.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
SHAREHOLDER LAWSUIT CHALLENGING THE MERGER AND RECAPITALIZATION
Following the public announcement of the merger and recapitalization, a
purported shareholders class action complaint was filed by Phronesis Partners,
L.P. on December 27, 1999 against Wilmar, Wilmar's directors and Parthenon
Capital, Inc. in the Superior Court of New Jersey, Chancery Division, Burlington
County (Docket No. BUR-C-171-99). The complaint alleged, among other things,
that Wilmar's directors had breached their fiduciary duties and that Parthenon
capital has aided and abetted those breaches. The complaint also alleged, among
other things, that the proposed consideration for the merger and
recapitalization and also sought damages.
The parties to the lawsuit reached an agreement in principle to settle the
matter on April 17, 2000. In connection with the settlement:
. The special committee has agreed to request William Blair to deliver a
letter to the special committee, in a form satisfactory to William Blair
and the special committee, bringing down its fairness opinion through
April 14, 2000 and wilmar has agreed to publicly disclose such letter by
filing it with the Securities and Exchange Commission;
. the voting and exchange agreement has been amended to require William
Green and certain trusts established by him to vote their shares of
Wilmar common stock at the special meeting in favor of and against the
merger proposal in the same proportions as the votes cast by all other
wilmar shareholders in the aggregate at the special meeting;
. Wilmar has made certain disclosures in its proxy statement;
. a stipulation of settlement will be agreed upon which will expressly
provide that the defendants denied and continue to deny that they
committed any violations of law, and that the defendants settled the
matter to eliminate the burden, risk and expense of further litigation,
and will acknowledge that the plaintiffs' lawsuit in part caused
additional disclosures to be included in the final proxy settlement
mailed to Wilmar shareholders; and
. the plaintiff's counsel will apply to the applicable New Jersey state
court for an award of attorneys' fees and disbursements in an aggregate
amount not to exceed $400,000, and Wilmar and the other defendants will
not object to this application.
While the parties' agreement in principle is binding, the terms of the
settlement are nevertheless subject to court approval, approval of the plaintiff
class, execution of a final stipulation of settlement, dismissal of the
plaintiff's action, and the closing of the merger contemplated by the merger
agreement.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
----------
27* Financial Data Schedule
___________________
* Filed herewith
(b) REPORTS ON FORM 8-K
-------------------
The Company did not file a Form 8-K during the quarter ended March 31, 2000.
<PAGE>
SIGNATURE
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 thereunto duly authorized.
WILMAR INDUSTRIES, INC.
By: /s/ William Sanford
-----------------------
William Sanford
Senior Vice President and Chief Financial Officer
(Duly authorized and Principal financial officer)
Date: May 15,2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-29-2000
<PERIOD-END> MAR-31-2000
<CASH> 6,507,919
<SECURITIES> 0
<RECEIVABLES> 43,099,110
<ALLOWANCES> (2,192,250)
<INVENTORY> 40,716,999
<CURRENT-ASSETS> 93,751,219
<PP&E> 20,686,509
<DEPRECIATION> (10,678,942)
<TOTAL-ASSETS> 204,349,407
<CURRENT-LIABILITIES> 45,447,654
<BONDS> 0
0
0
<COMMON> 103,729,854
<OTHER-SE> 17,086,894
<TOTAL-LIABILITY-AND-EQUITY> 204,349,407
<SALES> 75,723,635
<TOTAL-REVENUES> 75,723,635
<CGS> 49,021,997
<TOTAL-COSTS> 49,021,997
<OTHER-EXPENSES> 19,669,187
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,112,588)
<INCOME-PRETAX> 5,919,863
<INCOME-TAX> 2,447,343
<INCOME-CONTINUING> 3,472,520
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,472,520
<EPS-BASIC> 0.28
<EPS-DILUTED> 0.28
</TABLE>
