==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 1995.
[_] 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 (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
1740 Midland Road, Saginaw, Michigan 48605
(Address of principal executive offices)
(517) 793-4532
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each
exchange on which
Title of each class registered
- ---------------------- -----------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
As of March 10, 1996, 7,007,444 shares of Common Stock of the registrant were
outstanding and the aggregate market value of the shares of Common Stock held
by non-affiliates (including certain officers and non-officer directors) of
the registrant was approximately $49,966,000.
Documents Incorporated by Reference
Portions of the Annual Report of the registrant to its shareholders for the
year ended December 31, 1995 are incorporated by reference into Part II.
Portions of the definitive Proxy Statement of the registrant, dated March 28,
1996, filed pursuant to Regulation 14A are incorporated by reference into Part
III.
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<PAGE>
PART I
Item 1. Business.
Wolohan Lumber Co. (the "registrant") is engaged in the retail sale
of a full-line of lumber and building materials and related items,
through a chain of 62 building supply stores located in Illinois,
Indiana, Kentucky, Michigan, Missouri, Ohio and Wisconsin.
The registrant sells to contractor builders and remodelers and to the
"do-it-yourself" market consisting principally of homeowners. Each
segment accounted for approximately 50% of the registrant's sales for
1995.
The registrant sells more than 43,000 different products which are
purchased from approximately 1,185 suppliers. No supplier accounts
for more than 6% of total purchases. The registrant purchases lumber
products primarily from lumber and plywood mills and more than half
of all other merchandise from original producers or manufacturers.
The business of the registrant is not dependent upon a single
customer or a few customers for any significant portion of sales.
The registrant believes that backlogs are not significant to its
business.
The registrant is engaged in only one line of business - retail sales
of lumber and building materials and related items. The classes of
products include dimension lumber; sheathing plywood; building
materials; building hardware; lawn and garden; millwork; plumbing,
heating and electrical; kitchen cabinets and vanities; home
decorations; trusses and components, including storage barns; and
other forest products, such as fencing and treated lumber.
The business of the registrant is highly competitive, and it
encounters competition from both nationwide and regional chains and
from local independent merchants, as well as integrated department
stores such as K mart, WAL-MART and Sears. Because of the variety of
competition faced by the registrant and the wide range of products it
sells, it is virtually impossible to determine the registrant's
competitive position in the markets it serves.
The registrant holds no material patents, trademarks, licenses,
franchises or concessions.
The registrant's business generally is subject to seasonal
influences. The second and third quarters are generally the periods
of highest sales volumes while the first quarter is usually the
period of lowest sales volume.
The registrant had approximately 1,600 full-time employees at
December 31, 1995.
-2-
<PAGE>
To the best of the registrant's knowledge, it is complying with all
federal, state and local environmental protection provisions.
Item 2. Properties.
The administrative offices of the registrant are located in a
28,000-square-foot, two-story brick face building situated on three
acres of land owned by the registrant in Saginaw, Michigan.
The registrant operates 62 building supply stores in the states of
Illinois, Indiana, Kentucky, Michigan, Missouri, Ohio and Wisconsin.
The showroom selling space in the stores averages 27,000 square feet.
In addition, total warehouse and storage space (under roof) ranges in
size from 10,000 square feet to 63,000 square feet (average of 25,000
square feet).
All of the building supply stores are owned in fee by the registrant
with the exception of six leased stores (including a leased facility
opened in March, 1996) and one store which is occupied under an
agreement with a local municipality. This agreement provides for
payments in amounts sufficient to retire the industrial revenue bonds
issued to finance the acquisition and construction of the store and
to pay interest on the bonds. This obligation has been recorded in
the registrant's financial statements.
The registrant believes that all of its building supply stores and
the display, warehouse and storage facilities and equipment located
thereon are well maintained and adequate for the purpose for which
they are used. A fleet of approximately 400 trucks is owned by the
registrant for the delivery of its retail merchandise.
Item 3. Legal Proceedings.
There are no material legal proceedings pending against the
registrant.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
-3-
<PAGE>
Executive Officers of the Registrant
The executive officers of the registrant are as follows:
<TABLE>
<CAPTION>
Has Served
In Position
Name Position Since Age
---- -------- ---------- ---
<S> <C> <C> <C>
James L. Wolohan Chairman of the Board, 1994 44
President and 1986
Chief Executive Officer 1987
David G. Honaman Vice President-Administration, 1995 44
Secretary, and Chief
Financial Officer
Thomas M. Ostrander Vice President- 1992 46
Operations
William E. Stark Vice President- 1994 47
Human Resources
Edward J. Dean Corporate Controller 1984 45
James R. Krapohl Treasurer and 1978 50
Assistant Secretary
</TABLE>
Officers of the registrant are elected each year in April at the Annual
Meeting of the Board of Directors to serve for the ensuing year and until
their successors are elected and qualified.
All of the officers of the registrant named above have held various positions
with the registrant for more than five years, with the exception of William E.
Stark who joined the Company in 1993. Prior thereto, Mr. Stark was Director of
Human Resources for Wickes Lumber Company.
-4-
<PAGE>
PART II
Item 5. Market for the Registrant's Common Equity and Related Shareholder
Matters.
The information set forth under the caption "Common Stock Data" on
page 4 of the 1995 Annual Report of the registrant to its
shareholders, is incorporated herein by reference.
Item 6. Selected Financial Data.
The five year selected financial data set forth under the caption
"Five Year Performance" on page 6 of the 1995 Annual Report of the
registrant to its shareholders, is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The information set forth on pages 7, 8 and 9 of the 1995 Annual
Report of the registrant to its shareholders, is incorporated herein
by reference.
Item 8. Financial Statements and Supplementary Data.
The report of management, report of independent auditors, and
financial statements included on pages 10 through 18 of the 1995
Annual Report of the registrant to its shareholders, are incorporated
herein by reference.
The information set forth under the caption "Quarterly Summaries" on
page 4 of the 1995 Annual Report of the registrant to its
shareholders, is incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
-5-
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information set forth under the caption "Information About
Nominees As Directors" on pages 4 and 5 of the definitive Proxy
Statement of the registrant, dated March 28, 1996, filed with the
Securities and Exchange Commission pursuant to Regulation 14A is
incorporated herein by reference for information as to directors of
the registrant.
Reference is made to Part I of this Report for information as to
executive officers of the registrant.
Item 11. Executive Compensation.
The information set forth under the captions "Compensation Committee
Report" on pages 5, 6 and 7 and "Executive Compensation" on pages 7,
8 and 9 of the definitive Proxy Statement of the registrant, dated
March 28, 1996, filed with the Securities and Exchange Commission
pursuant to Regulation 14A is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The information set forth under the caption "Security Ownership" on
pages 2 and 3 of the definitive Proxy Statement of the registrant,
dated March 28, 1996, filed with the Securities and Exchange
Commission pursuant to Regulation 14A is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions.
None.
-6-
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) (1) and (2) -- The response to this portion of Item 14 is submitted
as a separate section of this report.
(3) Listing of Exhibits -- The exhibit marked by one
asterisk below was filed as an exhibit to Form 10-K of the
registrant for the year ended December 31, 1980; the
exhibits marked with three asterisks below were filed as
exhibits to Form 10-Q of the registrant for the quarter
ended June 30, 1987; the exhibit marked with four asterisks
below was filed as an exhibit to Form 10-K of the registrant
for the year ended December 31, 1988; the exhibit marked
with five asterisks below was filed as an exhibit to Form
10-Q of the registrant for the quarter ended June 30, 1990;
the exhibit marked with six asterisks below was filed as an
exhibit to Form 10-Q of the registrant for the quarter ended
June 30, 1991; the exhibit marked with seven asterisks below
was filed as an exhibit to Form 10-K of the registrant for
the year ended December 31, 1991; and the exhibit marked
with eight asterisks below was filed as an exhibit to form
10-K of the registrant for the year ended December 31, 1994
(file number 0-6169), and are incorporated herein by
reference, the exhibit number in parenthesis being those in
such Form 10-K or 10-Q reports.
Exhibit (3) (a) *Articles of Incorporation (1)
Exhibit (3) (b) ***Amendment to Articles of
Incorporation (3) (a)
Exhibit (3) (c) *****Amendment to Articles of
Incorporation (6) (a) (1)
Exhibit (3) (d) ****By-laws (3) (c)
Exhibit (4) (a) ***Note Agreement dated as of May 1, 1987, between
registrant and Massachusetts Mutual Life Insurance
Company (4)
Exhibit (4) (b) *******Note Agreement dated as of January 15, 1992,
between registrant and Principal Mutual Life
Insurance Company
Exhibit (10) (a) ******1991 Long-Term Incentive Plan of Wolohan
Lumber Co. (6) (a) (1) (X)
(10) (b) ********Stock Option Plan for Non-Employee
Directors
(X) A compensatory plan required to be filed as an exhibit.
-7-
<PAGE>
Exhibit (13) Annual Report of registrant to its shareholders for
the year ended December 31, 1995
Exhibit (23) Consent of Independent Auditors
(b) Reports on Form 8-K filed in the fourth quarter of 1995.
The registrant has not filed any reports on Form 8-K during
the last quarter of the period covered by this report.
(c) Exhibits -- The response to this portion of item 14 is submitted
as a separate section of this report.
(d) Financial Statement Schedules -- The response to this portion of
Item 14 is submitted as a separate section of this report.
-8-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on the 27th day of March,
1996.
WOLOHAN LUMBER CO.
By /s/James L. Wolohan
------------------------------------
James L. Wolohan
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By /s/David G. Honaman
------------------------------------
David G. Honaman
Vice President-Administration
Chief Financial Officer and Secretary
(Principal Financial Officer)
By /s/Edward J. Dean
------------------------------------
Edward J. Dean
Corporate Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 27th, 1996.
Signature Title Signature Title
/s/David F. Wallace Director /s/Ervin E. Wardlow Director
- ------------------------ ------------------------
David F. Wallace Ervin E. Wardlow
/s/James L. Wolohan Director /s/Hugo E. Braun, Jr. Director
- ------------------------ ------------------------
James L. Wolohan Hugo E. Braun, Jr.
/s/Richard V. Wolohan Director /s/Leo B. Corwin Director
- ------------------------ ------------------------
Richard V. Wolohan Leo B. Corwin
/s/F.R. Lehman Director Director
- ------------------------ ------------------------
F.R. Lehman Charles R. Weeks
-9-
<PAGE>
ANNUAL REPORT ON FORM 10-K
Item 14 (a) (1) and (2), (c) and (d)
Lists of Financial Statements and Financial Statement Schedules
Certain Exhibits
Financial Statement Schedules
Year-Ended December 31, 1995
WOLOHAN LUMBER CO.
SAGINAW, MICHIGAN
-10-
<PAGE>
FORM 10-K -- Item 14 (a) (1) and (2)
WOLOHAN LUMBER CO.
List of Financial Statements and Financial Statement Schedules
The following financial statements, included in the 1995 Annual Report of the
registrant to its shareholders for the year ended 1995, are incorporated by
reference in Item 8:
Balance sheets -- December 31, 1995 and 1994.
Statements of income -- Years ended December 31,
1995, 1994 and 1993.
Statements of shareowners' equity -- Years ended December 31, 1995,
1994 and 1993.
Statements of cash flows -- Years ended December 31,
1995, 1994 and 1993.
Notes to financial statements -- December 31, 1995.
The following financial statement schedule of Wolohan Lumber Co. is included
in Item 14 (d):
Schedule II -- Valuation and qualifying accounts.
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted.
-11-
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
WOLOHAN LUMBER CO.
COL. A COL. B COL. C COL. D COL. E
----------- ------------ ------------------------- --------- ----------
ADDITIONS
-------------------------
(1) (2)
BALANCE CHARGES TO CHARGES TO BALANCE AT
AT BEGINNING COSTS AND OTHER ACCTS DEDUCTIONS END
DESCRIPTION OF PERIOD EXPENSES - DESCRIBE - DESCRIBE OF PERIOD
----------- ------------ ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Reserves and allowances
deducted from asset accounts:
Allowances for doubtful
accounts:
Year ended Dec. 31, 1995 $935,000 $662,000 $735,000 $862,000
Year ended Dec. 31, 1994 $943,000 $387,000 $395,000 $935,000
Year ended Dec. 31, 1993 $900,000 $350,000 $307,000 $943,000
</TABLE>
-12-
<PAGE>
EXHIBIT INDEX
The exhibit marked by one asterisk below was filed as an exhibit to Form 10-K
of the registrant for the year ended December 31, 1980; the exhibits marked
with three asterisks below were filed as exhibits to Form 10-Q of the
registrant for the quarter ended June 30, 1987; the exhibit marked with four
asterisks below was filed as an exhibit to Form 10-K of the registrant for the
year ended December 31, 1988; the exhibit marked with five asterisks below was
filed as an exhibit to Form 10-Q of the registrant for the quarter ended June
30, 1990; the exhibit marked with six asterisks below was filed as an exhibit
to Form 10-Q of the registrant for the quarter ended June 30, 1991; the
exhibit marked with seven asterisks below was filed as an exhibit to Form 10-K
of the registrant for the year ended December 31, 1991; and the exhibit marked
with eight asterisks below was filed as an exhibit to Form 10-K of the
registrant for the year ended December 31, 1994 (file number 0-6169), and are
incorporated herein by reference, the exhibit number in parenthesis being
those in such Form 10-K or 10-Q reports.
Page Number
Sequential
Exhibit Numbering
Number System
- ------- -----------
Exhibit (3) (a) *Articles of Incorporation (1)
Exhibit (3) (b) ***Amendment to Articles of
Incorporation (3) (a)
Exhibit (3) (c) *****Amendment to Articles of
Incorporation (6) (a) (1)
Exhibit (3) (d) ****By-laws (3) (c)
Exhibit (4) (a) ***Note Agreement dated as of May
1, 1987, between registrant and
Massachusetts Mutual Life Insurance
Company (4)
Exhibit (4) (b) *******Note Agreement dated as of
January 15, 1992 between registrant and
Principal Mutual Life Insurance Company
Exhibit (10) (a) ******1991 Long-Term Incentive Plan
of Wolohan Lumber Co. (6) (a) (1)
(10) (b) ********Stock Option Plan for Non-Employee
Directors
Exhibit (13) Annual Report of registrant to its share-
holders for the year ended December 31,
1995 14-37
Exhibit (23) Consent of Independent Auditors 38
Exhibit (27) Financial Data Schedule
-13-
EXHIBIT 13
COMPANY PROFILE
Wolohan Lumber Co., a full-line retailer of lumber, building materials
and related products used primarily for new-home construction and
home-improvement and maintenance projects, provides service to both the
consumer/do-it-yourself (DIY) customers and contractor (builders and
remodelers) customers.
Headquartered in Saginaw, Mich., the Company was founded in 1964 with
three stores and has grown to 61 stores located in the Midwest.
Each store provides the customer with a strong offering of quality
materials (10,000 to 15,000 items) and competitive prices, with expert and
personal service. The retail sales area for most stores ranges from 20,000 to
45,000 square feet with total under-roof storage area averaging about 59,000
square feet on about eight acres. Store locations provide convenient shopping
and most are open seven days a week.
The Company provides various profit-sharing programs for its eligible
employees.
OUR PURPOSE
Our purpose is to make the customer Number One, in our plans and in our
actions. Our challenge is to provide the best value in products, service,
quality and price that addresses our customers' needs. By making our customers
Number One, they in turn will make Wolohan Lumber Co. Number One.
TABLE OF CONTENTS
1 Corporate News and Financial Highlights
2 Shareowners' Address
4 Common Stock Data
Quarterly Summaries
5 Sales Mix
6 5-Year Performance
7 Management's Discussion and Analysis
10 Reports of Management and Auditors
11 Balance Sheets
12 Statements of Income
Statements of Shareowners' Equity
13 Statements of Cash Flows
14 Notes to Financial Statements
19 Corporate Information
20 Customer Service Guarantees
<PAGE>
CORPORATE NEWS HIGHLIGHTS
o The Company ended 1995 with a strong balance sheet highlighted by a sound
liquidity position and a low debt ratio.
o Four underperforming stores were closed in 1995 and their assets
redeployed.
o Capital expenditures of $ 11.2 million included the addition of five new
stores, and the relocation of one store.
o The Company expanded programs related to the training and development of
its associates.
o Scanning equipment was installed in 32 more stores, completing this
technology upgrade for all stores.
o A major upgrade to the Company's computer and communication systems was
initiated in 1995, with installation scheduled to be completed in
late 1996.
o The Company continued its transformation to put maximum emphasis and
resources on sales and marketing efforts to its target customers.
o The infrastructure to support project-related selling was further
strengthened in 1995.
o The Company was profitable in a very challenging year and maintained its
current dividend of 28 cents per share.
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
(In thousands, except per-share amounts, ratios and percentages)
1995 1994
vs vs
1995 1994 1993 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
For the Years Ended December 31
Net sales $418,058 $448,840 $380,693 (7%) 18%
Gross profits 99,989 108,029 90,820 (7%) 19%
Income before income taxes 6,498 18,268 12,558 (64%) 45%
Net income 3,735 11,062 8,484(1) (66%) 30%
Per share:
Net income .53 1.55 1.19(1) (66%) 30%
Dividends .28 .28 .28 -- --
Financial Position at Year End
Working capital $ 60,631 $ 64,767 $ 64,131 (6%) 1%
Total assets 162,440 171,047 166,467 (5%) 3%
Long-term debt 26,674 30,035 33,503 (11%) (10%)
Total liabilities 58,084 66,836 71,379 (13%) (6%)
Shareowners' equity 104,356 104,211 95,088 -- 10%
Book value per share 14.93 14.58 13.31 2% 10%
Key Ratios and Percentages
Current ratio 2.9:1 2.8:1 2.7:1 4% 4%
Liquidity ratio .44:1 .61:1 .60:1 (28%) 2%
Gross profit margin 23.9% 24.1% 23.9% (1%) 1%
Pre-tax profit margin 1.6% 4.1% 3.3% (61%) 24%
Return on sales 0.9% 2.5% 2.2% (64%) 14%
Return on average assets 2.2% 6.4% 4.9% (66%) 31%
Return on beginning shareowners' equity 3.6% 11.6% 9.6% (69%) 21%
<FN>
(1) Includes the cumulative effect of a change in the method of accounting for
income taxes of $516,000, or 7 cents per share.
</TABLE>
<PAGE>
[ PHOTO ]
James L. Wolohan, Chairman of the Board, President
and Chief Executive Officer
SHAREOWNERS'
ADDRESS
As expected, 1995 was challenging and somewhat disappointing for our
industry and for Wolohan Lumber. The challenges included:
o 12 percent fewer housing starts in the Midwest as compared with 1994.
o Sharply lower lumber prices (1995 lumber prices on average were 20-percent
lower than 1994).
o Intense and growing competition from large chains and
smaller regional chains.
o A sluggish economy which resulted in very poor consumer sales for the
home-improvement sector of retailing.
Within this environment, Wolohan Lumber was profitable in a year when
many retailers in our industry incurred a loss and some went out of business.
For 1995, Wolohan Lumber also made significant progress in a number of areas:
o Capital improvements totaled $11.2 million and included the addition of
five new stores and the relocation of one store.
o Four underperforming stores were closed.
o Scanning equipment was installed in 32 more stores, completing this
technology upgrade.
o We researched and committed to a new computer system that is much more
marketing and sales oriented than our current system. Complete installation
of this system is expected in late 1996.
o Our strong associate-training and communication program placing primary
emphasis on sales, marketing and value-added services, was continued and
enhanced.
Sales in 1995 were $418,058,000, 7 percent below 1994. Consumer sales
were off 8 percent and contractor sales declined 6 percent. On a
comparable-store basis, 1995 sales declined 12 percent.
Including expenses associated with four store closings, our 1995 net
income was a disappointing $3,735,000, or 53 cents per share, a 66-percent
decline from 1994 income of $11,062,000, or $1.55 per share. Excluding the
costs of store closings, our net income was $5,642,000, or 80 cents per share.
Despite the challenges of 1995, our balance sheet remains strong. Cash
and equivalents totaled $13.9 million at year-end. Our modest debt level was
reduced by $1 million from prior year-end. During 1995, 168,000 shares of
common stock were purchased and retired at an average per-share price of
$10.15. Year-end shareowners' equity of $104.4 million was 80 percent of
invested capital.
Because of our strong balance sheet, Wolohan Lumber was able to continue
its efforts to reposition store assets, despite significant related costs. New
stores were opened in Sault Ste. Marie and Prudenville, Mich. Three stores
were acquired in the Michigan markets of Grawn, Empire and Marne. Pre-opening
and acquisition costs related to these five stores were approximately $1.1
million. Part of our retailing discipline of managing corporate resources is
also to liquidate and redeploy assets which do not have a reasonable prospect
of earning an acceptable return. In 1995, we closed stores in New
Philadelphia, Ohio; Richmond, Ind.; and Holland and Niles, Mich. Expenses and
write-offs associated with the closing of these stores totaled $3.3 million.
Executive management was significantly strengthened during 1995. David G.
Honaman, previously vice-president-marketing and merchandising with 18 years
of Company experience, was elected vice-president-administration and chief
financial officer. Mark Hershberger, previously director of marketing with 23
years of Company experience, was appointed director of purchasing. Curtis J.
LeMaster, with more than 25 years of industry experience, joined our Company
as director of marketing. Each of these talented executives brings new vigor
and energy to their respective areas of responsibility.
Looking to 1996, we see many challenges and opportunities. First-quarter
sales and profits have been negatively impacted by unusually harsh weather.
However, we expect stronger demand for our products and services as spring
approaches. <PAGE>
Over the last year, the level of competition in our retail industry has
increased greatly in the Midwest. We expect the size, strength and focus of
competition to intensify further in 1996, as numerous large retail chains
continue their Midwest expansion. There are too many stores competing for the
available business. As a direct consequence, we expect significant
consolidation in the number of retailers over the next few years. The
poor-to-average operators either have been, or will be, forced out of
business. At the same time, we also expect continued long-term growth in the
demand for home construction, repair and improvement products.
At Wolohan Lumber, our challenge is to become more knowledgeable of the
expectations of our core customer base of homebuilders, remodeling contractors
and project-oriented consumers. We intend to build on current areas of
expertise and marketing strength and de-emphasize or eliminate products and
programs which do not give us a competitive advantage. In this manner, we
believe we can increase market share in key niche sectors where we have strong
and growing core competencies.
We have increased our focus on basic product lines such as wood products,
building materials, millwork, kitchens and bathrooms. We have taken numerous
steps to reduce selling, general and administrative tasks. Bar-code (UPC)
scanning of products has been installed in virtually all our stores. We are
expanding the training and development of our associates to create an
associate team we can be certain is capable and highly motivated to meet and
exceed the expectations of our customers. We are working with our suppliers to
jointly eliminate unnecessary expenses in order to reduce the net landed cost
of products purchased for our stores. We will continue to price our products
to remain competitive everyday.
During the first quarter of 1996, we opened a new store in Shelbyville,
Ind., bringing our current store count to 62. We continue to look for
attractive acquisitions of existing businesses within our Midwest markets.
Each year brings with it the challenge for creativity and innovation,
especially as it relates to efficiently meeting the demands of the changing
marketplace. We look forward to the challenges and opportunities 1996 will
bring, knowing that with the extraordinary dedication of our Wolohan team of
associates, the counsel of our Board of Directors, and the continued support
of our shareowners, we will make great strides toward stronger growth in sales
and profitability for our Company.
/s/ James L. Wolohan
James L. Wolohan, Chairman of
the Board, President and Chief
Executive Officer
[ PHOTO ]
William E. Stark, Vice President - Human Resources
David G. Honaman, Vice President - Administration and Chief Financial Officer
Thomas M. Ostrander, Vice President - Operations
[ PHOTO ]
Mark H. Hershberger, Director - Purchasing
Curtis J. LeMaster, Director - Marketing
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK DATA
Cash Cash
Market Range Dividends Market Range Dividends
1995 High Low Declared 1994 High Low Declared
- ---- ---- --- -------- ---- ---- --- --------
<S> <C> <C> <C> <S> <C> <C> <C>
First Qtr. $16.25 $14.25 $0.07 First Qtr. $18.00 $15.75 $0.07
Second Qtr. 15.50 11.25 0.07 Second Qtr. 17.50 13.75 0.07
Third Qtr. 12.75 11.00 0.07 Third Qtr. 17.50 13.75 0.07
Fourth Qtr. 11.50 8.75 0.07 Fourth Qtr. 18.50 14.50 0.07
Year 1995 $16.25 $8.75 $0.28 Year 1995 $18.50 $13.75 $0.28
</TABLE>
The Company's common stock trades on the Nasdaq Stock Market under the
symbol WLHN. The approximate number of record holders of the Company's common
stock at December 31, 1995 was 960.
<TABLE>
<CAPTION>
QUARTERLY SUMMARIES
(Dollars in thousands, except per-share data)
1995 1st 2nd 3rd 4th YEAR
- ---- --- --- --- --- ----
<S> <C> <C> <C> <C> <C>
Net sales $ 75,417 $ 123,089 $ 122,638 $ 96,914 $ 418,058
Cost of sales 57,318 93,820 93,831 73,100 318,069
Net income:
Total (737) 2,853 1,561 58 3,735
Per share (0.10) 0.40 0.22 0.01 0.53
<CAPTION>
1994 1st 2nd 3rd 4th YEAR
- ---- --- --- --- --- ----
<S> <C> <C> <C> <C> <C>
Net sales $ 76,528 $ 133,685 $ 132,624 $ 106,003 $ 448,840
Cost of sales 59,219 101,427 100,341 79,824 340,811
Net income:
Total (1,307) 4,705 4,909 2,755 11,062
Per share (0.18) 0.66 0.69 0.38 1.55
<CAPTION>
1993 1st 2nd 3rd 4th YEAR
- ---- --- --- --- --- ----
<S> <C> <C> <C> <C> <C>
Net sales $ 63,617 $ 103,601 $ 111,541 $ 101,934 $ 380,693
Cost of sales 46,762 75,922 85,807 81,382 289,873
Net income:
Total 696(1) 4,355 3,144 289 8,484(1)
Per share 0.10(1) 0.61 0.44 0.04 1.19(1)
<FN>
(1) Includes the cumulative effect of a change in the method of accounting for
income taxes of $516,000, or 7 cents per share.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SALES MIX
BY CUSTOMER SEGMENT
(DOLLARS IN THOUSANDS)
1995 MIX 1994 MIX
---- --- ---- ---
<S> <C> <C> <C> <C>
Consumer/DIY $201,596 48% $218,376 49%
Contractor Builder and Remodeler 216,462 52% 230,464 51%
-------- --- -------- ---
Total Sales $418,058 100% $448,840 100%
======== === ======== ===
<CAPTION>
Project-oriented sales, such as doors and windows, kitchens and baths,
decks, garages and storage buildings, are becoming the focus of the Company
for its consumer/DIY customers. Knowledgeable sales associates are utilizing
up-to-date displays, computerized drawings and special financing programs to
enhance and improve the market share for this segment of the Company's sales.
The Company will focus on selling more product to its large base of
homebuilders and remodelers while it continues to expand its new customer
commitments. In addition to offering an experienced and knowledgeable sales
force, a solid credit program and a fleet of delivery trucks, the Company is
beginning to provide computer design services, door and window assembly and
panelization capabilities to increase its market share of builder and
remodeler sales. These value-added services will help ensure continued growth
in sales and customer satisfaction.
BY PRODUCT CATEGORY
(PERCENT OF TOTAL SALES)
1995 1994
---- ----
<S> <C> <C>
Dimension Lumber 14.4 17.0
Sheathing Plywood 10.1 10.0
Other Forest Products 12.5 11.8
Building Materials 15.7 15.0
Hardware 6.3 6.1
Home Decorations 3.1 3.3
Millwork 16.5 16.1
Kitchen Cabinets and Vanities 6.0 5.4
Plumbing, Heating and Electrical 8.0 8.2
Trusses and Components 4.7 4.2
Seasonal 2.7 2.9
----- -----
Total Sales 100 100
===== =====
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
5-YEAR PERFORMANCE
(In thousands, except per-share amounts, ratios and percentages)
YEARS ENDED DECEMBER 31 1995 1994 1993 1992 1991
- ----------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Income Statistics
Net sales $ 418,058 $ 448,840 $ 380,693 $ 343,938 $ 303,715
Cost of sales 318,069 340,811 289,873 254,462 222,099
Interest expense 2,919 3,082 3,391 3,151 2,062
Income before income taxes 6,498 18,268 12,558 16,810 14,812
Income taxes 2,763 7,206 4,074 6,282 5,487
Net income 3,735 11,062 8,484(1) 10,528 9,325
Net income per share 0.53 1.55 1.19(1) 1.48 1.31
Cash dividends declared:
Amount per share 0.28 0.28 0.28 0.28 0.26
Percent to net income 53.2% 18.1% 23.6% 19.0% 20.0%
Average shares outstanding 7,100 7,146 7,142 7,136 7,135
Balance Sheet Statistics
Current assets $ 92,041 $ 100,871 $ 100,999 $ 101,027 $ 79,506
Other assets 2,149 2,174 1,341 1,819 1,315
Properties (net) 68,250 68,002 64,127 53,117 49,941
Total assets 162,440 171,047 166,467 155,963 130,762
Working capital 60,631 64,767 64,131 71,641 54,077
Long-term debt 26,674 30,035 33,503 36,390 23,452
Deferred income taxes -- 697 1,008 1,691 1,915
Total liabilities 58,084 66,836 71,379 67,467 50,796
Shareowners' equity:
Amount 104,356 104,211 95,088 88,496 79,966
Amount per share 14.93 14.58 13.31 12.40 11.21
Key Operating Percentages
Gross profit margin 23.9% 24.1% 23.9% 26.0% 26.9%
Pre-tax profit margin 1.6% 4.1% 3.3% 4.9% 4.9%
Return on sales 0.9% 2.5% 2.2% 3.1% 3.1%
Return on average assets 2.2% 6.4% 4.9% 6.8% 7.3%
Return on average working capital 6.0% 17.2% 12.5% 16.7% 18.3%
Return on beginning shareowners' equity 3.6% 11.6% 9.6% 13.2% 12.9%
Return on average total invested capital 2.8% 8.4% 6.7% 9.2% 9.3%
Key Financial Ratios
Sales to average working capital 6.7:1 7.0:1 5.6:1 5.5:1 5.9:1
Sales to average shareowners' equity 4.0:1 4.5:1 4.1:1 4.1:1 4.0:1
Sales to average total invested capital 3.2:1 3.4:1 3.0:1 3.0:1 3.0:1
Current ratio 2.9:1 2.8:1 2.7:1 3.4:1 3.1:1
Quick ratio 1.3:1 1.3:1 1.3:1 2.2:1 1.7:1
Liquidity ratio .44:1 .61:1 .60:1 1.5:1 1.1:1
Debt to total assets ratio .16:1 .18:1 .20:1 .23:1 .18:1
Capitalization ratio .20:1 .22:1 .26:1 .29:1 .23:1
Shareowners' equity to total assets ratio .64:1 .61:1 .57:1 .57:1 .61:1
Inventory turnover 5.89 5.73 5.54 5.47 6.06
Asset turnover 2.47 2.60 2.21 2.22 2.37
Stores
Number of stores 61 60 54 52 51
<FN>
(1) Includes the cumulative effect of a change in the method of
accounting for income taxes of $516,000 or 7 cents per share.
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
The decline in net income in 1995 (66 percent) from 1994 was due to
lower sales, slightly lower margins and the effect of closing four stores,
which resulted in $3.3 million of costs (before tax) and, thereby, reduced
earnings per share by 27 cents. The improvement in net income in 1994 (30
percent) from 1993 was due to increased sales, a slight improvement in
margins, a lower operating-expense ratio and a gain (9 cents per share) from
selling a closed facility.
Sales in 1995 declined 7 percent from 1994, the result of an 8-percent
decrease in consumer/do-it-yourself (DIY) sales and a 6-percent reduction in
contractor builder and remodeler sales. Sales in 1994 exceeded 1993's sales by
18 percent. Sales in 1995 were adversely affected by significantly lower
average selling prices of lumber (approximately 20 percent less than 1994),
which accounted for approximately one-half of the total sales decline from
1994. In addition, the consumer sales decline was due primarily to sluggish
consumer spending and additional competition in our markets. Contractor
builder and remodeler sales were negatively affected by fewer housing starts
in the Midwest. Comparable-store consumer sales declined 15 percent in 1995
versus a 3-percent rise in 1994; comparable-store contractor sales decreased 8
percent in 1995 compared with an 18-percent improvement in 1994; and total
comparable-store sales in 1995 decreased 12 percent after an 11-percent
increase in 1994.
The gross profit margin in 1995 was 23.9 percent, compared with 24.1
percent in 1994 and 23.9 percent in 1993. Increased competition kept pressure
on margins in 1995 and was offset, in part, by deflation in the costs of
forest products which lowered the LIFO provision compared to 1994. The LIFO
provision was a credit of $1,713,000 in 1995, compared with charges of
$1,269,000 and $3,956,000 in 1994 and 1993, respectively.
The gross margin in 1995, excluding the provision for LIFO, was 23.5
percent versus 24.4 percent in 1994 and 24.9 percent in 1993.
The Company uses the LIFO method of inventory valuation because it
results in a more appropriate matching of current costs and current revenues.
A number of the Company's competitors use the FIFO method. The following
supplemental data is presented to illustrate the comparative effects of FIFO
and LIFO accounting on the Company's results. Under FIFO accounting, net
income would have been $1 million, or 14 cents per share lower for 1995; $.8
million, or 11 cents per share higher for 1994; and $2.5 million, or 35 cents
per share higher for 1993. These supplemental FIFO earnings reflect the tax-
effected LIFO charge for each year.
Income from gains on sale of properties totaled $309,000 in 1995,
compared with $1.26 million in 1994 and $323,000 in 1993. The gain recognized
in 1994 was the result of the sale of a closed facility.
Selling, general and administrative expenses (excluding store-closing
costs) decreased 1 percent in 1995 from 1994, resulting in an expense factor
of 19.4 percent in 1995 compared with 18.3 percent and 18.6 percent in 1994
and 1993, respectively. The higher expense factor in 1995 was due primarily to
additional costs related to marketing efforts, higher bad-debt expense,
expenses related to the upgrading of our computer technology and higher
health-insurance expenses. Expenses related to new store openings and
remodels were approximately $1.1 million in 1995, $2.3 million in 1994 and
$1.8 million in 1993. The costs associated with the closing of four stores
during 1995 approximated $3.3 million, primarily related to expensing portions
of future lease payments on longer-term leases and the write-off of leasehold
improvements.
The decrease in interest expense in 1995 reflects the reductions made in
long-term debt and lower average short-term borrowings compared with 1994. The
Company had no short-term borrowings at year-end 1995.
The increase in depreciation expense from year to year reflects the
Company's capital expenditure program, which included five new stores in 1995,
six in 1994 and three in 1993.
The effective income tax rate (federal and state combined) was 42.5
percent in 1995, compared with 39.4 percent in 1994 and 36.6 percent in 1993.
The increase in the effective tax rate in 1995 resulted primarily from an
increase in the effective state rate from 5.6 percent to 10.5 percent.
FINANCIAL CONDITION-LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $13.9 million at Dec. 31, 1995,
compared with $22.1 million at Dec. 31, 1994, and $22.3 million at Dec. 31,
1993. Net cash provided by operating activities totaled $7 million in 1995,
resulting primarily from net income plus depreciation, offset by a reduction
in accounts payable and accrued expenses of $8 million (due in part to lower
year-end inventory levels compared with Dec. 31, 1994). Major uses of cash
were: (1) additions to properties of $11.2 million, (2) a $1 million reduction
in long-term debt and (3) the purchase and retirement of 168,000 shares of
common stock ($1.7 million).
Working capital was $60.6 million at the end of 1995, compared with
$64.8 million and $64.1 million at Dec. 31, 1994 and 1993, respectively. The
Company expects that funds from operations and available lines of credit will
be adequate to meet working capital needs and capital expenditures for 1996
(estimated to be $3.7 million).
The Company has $50 million available in lines of credit arrangements
for short-term debt. There were no borrowings under these arrangements at Dec.
31, 1995, 1994, and 1993.
The total debt-to-asset ratio was lowered to .16:1 at Dec. 31, 1995 from
.18:1 at Dec. 31, 1994 and .20:1 at Dec. 31, 1993.
Capital expenditures totaled $11.2 million in 1995 and included: (1) the
addition of five new stores, (2) the relocation of an existing store, (3)
replacements and additions of equipment at existing stores, (4) hardware and
software related to the major technology upgrade initiated in 1995 and (5)
projects in-process at year-end, including the addition of one new store.
Capital expenditures have totaled $60 million over the last five years.
Invested capital (long-term debt and shareowners' equity) was 81 percent
of total assets at Dec. 31, 1995 and 78 percent at Dec. 31, 1994, and 77
percent at Dec. 31, 1993.
Shareowners' equity has been the principal financing factor over the
years, accounting for 80 percent of invested capital at Dec. 31, 1995, compared
with 78 percent at Dec. 31, 1994 and 74 percent at Dec. 31, 1993
EFFECT OF INFLATION
The Company does not measure precisely the effect of inflation on its
operations; however, it does not believe inflation had a material effect on
sales or results of operations.
ENVIRONMENTAL
The Company is subject to laws and regulations relating to the
protection of the environment. While it is not possible to quantify with
certainty the potential impact of actions regarding environmental matters,
particularly any future remediation and other compliance effects, in the
opinion of management, compliance with the present environmental-protection
laws will not have a material adverse effect on the financial condition of the
Company.
OUTLOOK
The Company enters 1996 with a strong balance sheet and looks forward to
the challenges and opportunities of a changing marketplace. The Company is
committed to expanding market share in both consumer and contractor sales with
a strong customer-service focus, expanded marketing programs targeted at
project customers, and a stronger emphasis on buying and distribution
strategies to improve its competitive position. The Company will work
aggressively to lower its operating-expense ratios by focusing on training and
more-efficient systems. The Company will continue to build on its strengths
in 1996 as it strives to increase sales and profitability.
<TABLE>
<CAPTION>
GRAPH TITLE 1991 1992 1993 1994 1995
- ----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
SALES (in millions) 303.7 344 380.7 448.8 418.1
NET INCOME (in millions) 9.3 10.5 8.5 11.1 3.7
EARNINGS PER SHARE (in dollars) 1.31 1.48 1.19 1.55 0.53
NET RETURN ON SALES % 3.1 3.1 2.2 2.5 0.9
GROSS MARGIN % 26.9 26 23.9 24.1 23.9
WORKING CAPITAL (in millions) 54.1 71.6 64.1 64.8 60.6
DEBT TO EQUITY RATIO % 29% 41% 35% 29% 26%
SHAREOWNERS' EQUITY (in millions) 80 88.5 95.1 104.2 104.4
EQUITY PER SHARE in dollars 11.21 12.4 13.31 14.58 14.93
TOTAL ASSETS (in millions) 130.8 156 166.5 171 162.4
PROPERTIES (NET) (in millions) 49.9 53.1 64.1 68 68.3
EQUITY TO ASSET RATIO % 0.61 0.57 0.57 0.61 0.64
</TABLE>
<PAGE>
REPORTS OF MANAGEMENT AND AUDITORS
REPORT OF MANAGEMENT
The accompanying financial statements of Wolohan Lumber Co., together with the
other financial information included in the Annual Report, were prepared by
management.
The responsibility for the integrity of the financial statements, and other
financial information included in this report, rests with management. The
financial statements have been prepared in accordance with generally accepted
accounting principles appropriate in the circumstances and, of necessity,
include certain amounts which are based on our best estimates and judgments.
The other financial information included herein is consistent with that in the
financial statements.
Wolohan Lumber Co. maintains internal accounting-control systems that are
designed to provide reasonable assurance that assets are safe-guarded from
loss or unauthorized or illegal use and that transactions are executed and
recorded in accordance with management authorization. There are limits
inherent in all systems of internal control, based on the recognition that
costs of such a system should not exceed the benefits to be derived. We
believe the Company's system provides an appropriate balance.
The Board of Directors, through the Audit Committee of the Board, is
responsible for assuring that management fulfills its responsibilities in the
preparation of the financial statements. The Audit Committee meets
periodically with the independent auditors and representatives of management
to ensure that each is discharging its responsibilities. To ensure complete
independence, Ernst & Young LLP has full and free access to meet with the
Audit Committee to discuss the results of their examination, the adequacy of
internal controls, the quality of financial reporting, and other matters of
mutual interest.
/s/ David G. Honaman
David G. Honaman
Vice President-Administration
and Chief Financial Officer
/s/ Edward J. Dean
Edward J. Dean
Corporate Controller
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Wolohan Lumber Co.
We have audited the accompanying balance sheets of Wolohan Lumber Co. as of
December 31, 1995 and 1994, and the related statements of income, shareowners'
equity and cash flows for each of the three years in the period ended December
31, 1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wolohan Lumber Co. at
December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.
As discussed in Note D to the financial statements, in 1993 the Company
changed its method of accounting for income taxes.
/s/ Ernst & Young LLP
Ernst & Young LLP
Detroit, Michigan
February 9, 1996
<PAGE>
<TABLE>
<CAPTION>
BALANCE SHEETS
December 31 December 31
1995 1994
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 13,919,000 $ 22,072,000
Trade receivables, less allowances for doubtful
accounts of $862,000 ($935,000 in 1994) 26,471,000 25,961,000
Inventories -- at current cost 61,375,000 64,555,000
Reduction to LIFO cost (12,836,000) (14,549,000)
------------- -------------
Inventories at the lower of last-in, first-out cost
or market - Note A 48,539,000 50,006,000
Other current assets 3,112,000 2,832,000
------------- -------------
TOTAL CURRENT ASSETS 92,041,000 100,871,000
PROPERTIES - NOTE C
Land 10,104,000 9,681,000
Land improvements 15,400,000 14,377,000
Buildings 52,665,000 49,736,000
Equipment 41,661,000 37,478,000
Construction in progress 923,000 3,260,000
Less allowances for depreciation (52,503,000) (46,530,000)
------------- -------------
68,250,000 68,002,000
OTHER ASSETS 2,149,000 2,174,000
------------- -------------
TOTAL ASSETS $ 162,440,000 $ 171,047,000
============= =============
LIABILITIES AND SHAREOWNERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 15,258,000 $ 21,789,000
Employee compensation and accrued expenses 11,810,000 12,345,000
Current portion of long-term debt 4,342,000 1,970,000
------------- -------------
TOTAL CURRENT LIABILITIES 31,410,000 36,104,000
LONG-TERM DEBT, less current portion - NOTE C 26,674,000 30,035,000
DEFERRED INCOME TAXES -- 697,000
SHAREOWNERS' EQUITY - NOTE B
Common stock, $1 par value:
Authorized - 20,000,000 shares
Outstanding - 6,989,000 shares (7,146,000 in 1994) 6,989,000 7,146,000
Additional capital 22,534,000 23,979,000
Retained earnings 74,833,000 73,086,000
------------- -------------
TOTAL SHAREOWNERS' EQUITY 104,356,000 104,211,000
------------- -------------
TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $ 162,440,000 $ 171,047,000
============= =============
BOOK VALUE PER SHARE $ 14.93 $ 14.58
<FN>
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF INCOME
Years Ended December 31
---------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
NET SALES $418,058,000 $448,840,000 $380,693,000
Cost of sales 318,069,000 340,811,000 289,873,000
------------ ------------ ------------
99,989,000 108,029,000 90,820,000
Interest and other income 2,825,000 2,458,000 2,638,000
Gain on sale of properties 309,000 1,260,000 323,000
------------ ------------ ------------
103,123,000 111,747,000 93,781,000
OPERATING EXPENSES
Selling, general and administrative 81,229,000 82,249,000 70,888,000
Store closing costs -- Note A 3,317,000 -- --
Depreciation 9,160,000 8,148,000 6,944,000
Interest 2,919,000 3,082,000 3,391,000
------------ ------------ ------------
96,625,000 93,479,000 81,223,000
------------ ------------ ------------
Income before income taxes and cumulative
effect of change in method of accounting
for income taxes 6,498,000 18,268,000 12,558,000
Income taxes - Note D 2,763,000 7,206,000 4,590,000
------------ ------------ ------------
Net income before accounting change 3,735,000 11,062,000 7,968,000
Cumulative effect of change in method of
accounting for income taxes - Note D 516,000
------------ ------------ ------------
NET INCOME $ 3,735,000 $ 11,062,000 $ 8,484,000
============ ============ ============
Average shares outstanding 7,100,000 7,146,000 7,142,000
Earnings per share:
Income before cumulative effect of
accounting change $ 0.53 $ 1.55 $ 1.12
Cumulative effect of accounting
change .07
------------ ------------ ------------
Net income per share $ 0.53 $ 1.55 $ 1.19
============ ============ ============
<FN>
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF SHAREOWNERS' EQUITY
Common Additional Retained Total
Stock Capital Earnings Equity
------ ---------- -------- ------------
<S> <C> <C> <C> <C>
BALANCES AT
JANUARY 1, 1993 $ 7,136,000 $ 23,820,000 $ 57,540,000 $ 88,496,000
Net income for 1993 8,484,000 8,484,000
Cash dividends - $.28 per share (2,000,000) (2,000,000)
Shares issued under Long-Term
Incentive Plan, including related
tax benefit 6,000 102,000 108,000
------------ ------------ ------------ ------------
BALANCES AT
DECEMBER 31, 1993 7,142,000 23,922,000 64,024,000 95,088,000
Net income for 1994 11,062,000 11,062,000
Cash dividends - $.28 per share (2,000,000) (2,000,000)
Shares issued under Long-Term
Incentive Plan, including related
tax benefit 4,000 57,000 61,000
------------ ------------ ------------ ------------
BALANCES AT
DECEMBER 31, 1994 7,146,000 23,979,000 73,086,000 104,211,000
Net income for 1995 3,735,000 3,735,000
Cash dividends - $.28 per share (1,988,000) (1,988,000)
Shares issued under Long-Term
Incentive Plan, including
related tax benefit 11,000 92,000 103,000
Shares purchased and retired (168,000) (1,537,000) (1,705,000)
------------ ------------ ------------ ------------
BALANCES AT
DECEMBER 31, 1995 $ 6,989,000 $ 22,534,000 $ 74,833,000 $104,356,000
============ ============ ============ ============
<FN>
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
Years Ended December 31
------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Income $ 3,735,000 $ 11,062,000 $ 8,484,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Cumulative effect of change in method of accounting
for income taxes (516,000)
Depreciation 9,160,000 8,148,000 6,944,000
Provision for losses on accounts receivable 662,000 387,000 350,000
Deferred income taxes (credit) (1,009,000) (332,000) (192,000)
Gain on sale of properties (309,000) (1,260,000) (323,000)
Loss on store closings 2,389,000
Changes in operating assets and liabilities:
Increase in accounts receivable (1,172,000) (1,292,000) (7,379,000)
Decrease (increase) in other assets 54,000 (1,108,000) 274,000
Decrease (increase) in inventories 1,467,000 1,099,000 (15,492,000)
Increase/(decrease) in accounts payable and accrued expenses (7,962,000) 264,000 6,961,000
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 7,015,000 16,968,000 (889,000)
INVESTING ACTIVITIES
Additions to properties (11,157,000) (14,441,000) (18,580,000)
Proceeds from the sale of properties 671,000 3,678,000 949,000
------------ ------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (10,486,000) (10,763,000) (17,631,000)
FINANCING ACTIVITIES
Proceeds from credit lines and long-term debt borrowings 14,000,000 13,750,000 30,451,000
Payments on credit lines and long-term debt (14,989,000) (18,186,000) (32,797,000)
Dividends paid (1,988,000) (2,000,000) (2,000,000)
Purchases of common stock (1,705,000) -- --
------------ ------------ ------------
NET CASH USED IN FINANCING ACTIVITIES (4,682,000) (6,436,000) (4,346,000)
------------ ------------ ------------
DECREASE IN CASH AND CASH EQUIVALENTS (8,153,000) (231,000) (22,866,000)
Cash and cash equivalents at beginning of year 22,072,000 22,303,000 45,169,000
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 13,919,000 $ 22,072,000 $ 22,303,000
============ ============ ============
<FN>
See notes to financial statements.
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NOTE A -- SIGNIFICANT ACCOUNTING PRACTICES
ORGANIZATION. The Company is engaged in the retail sale of a full line of
lumber and building materials and related items through a chain of 61 (60 in
1994) building supply stores located in Illinois, Indiana, Kentucky, Michigan,
Missouri, Ohio, and Wisconsin. The Company sells to contractor builders and
remodelers and to the "do-it-yourself" market consisting principally of
homeowners. The volume of residential construction can be volatile and is
highly dependent on general economic conditions. A significant decrease in
residential construction could have an adverse effect on the Company's
operating results.
USE OF ESTIMATES. The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
CASH AND CASH EQUIVALENTS. The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents.
Cash equivalents consist principally of money market funds and short-term
tax-exempt securities.
INVENTORIES. Inventories are stated at the lower of cost (last-in, first-out
method) or market. Current cost exceeded the LIFO value of inventories by
approximately $12,836,000 and $14,549,000 at December 31, 1995 and 1994,
respectively.
PROPERTIES. Properties are stated at cost. Depreciation, which includes
amortization of assets recorded as capital leases, is provided on a
straight-line basis over the estimated useful life of the property for
financial reporting purposes and on different lives and methods as required
for tax purposes.
STOCK BASED COMPENSATION. Periodically, the Company grants stock options for a
fixed number of shares to employees and directors with an exercise price equal
to the fair value of the shares at the date of the grant. The Company accounts
for stock options grants in accordance with APB Opinion No. 25, "Accounting for
Stock Issued to Employees", and, accordingly, recognizes no compensation
expense for stock option grants.
START-UP EXPENSES. Expenses associated with the opening of new stores are
charged against income as incurred.
EMPLOYEE BENEFIT PLANS. The Company has a 401(k) retirement savings and profit-
sharing plan under which eligible employees may contribute up to 10 percent of
their salaries. The Company matches 50 percent of the employee contribution
up to a maximum of $400 per employee per year. In addition, the Company makes
profit-sharing contributions to the plan annually at an amount based on a
percentage of the Company's net profits or participants' annual compensation.
Profit-sharing contributions approximated $525,000, $1,545,000, and $1,035,000
for 1995, 1994, and 1993 respectively and contributions to the 401(k) plan were
approximately $414,000, $392,000, and $349,000 for 1995, 1994, and 1993
respectively.
The Company maintains a defined-benefit health-care plan that provides
postretirement medical benefits to full-time employees who meet certain age
and service requirements at retirement. The plan is contributory with retiree
contributions adjusted periodically, such that retirees pay the full projected
costs of the health-care medical benefits provided by the plan.
STORE CLOSING COSTS. During 1995, the Company closed four stores. The costs
associated with these closings, primarily related to expensing portions of
future lease payments on longer term leases and the write-off of leasehold
improvements, approximated $3.3 million.
ADVERTISING EXPENSES. The cost of advertising is expensed as incurred. The
Company incurred $4,277,000, $4,412,000, and $4,192,000 in advertising costs
during 1995, 1994, and 1993 respectively
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS. In March 1995, the FASB issued
Statement No, 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of", which requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amount. Statement 121 also addresses
the accounting for long-lived assets that are expected to be disposed of. The
Company will adopt Statement 121 in the first quarter of 1996 and, based on
current circumstances, does not believe the effect of adoption will be
material.
NOTE B - SHAREOWNERS' EQUITY AND RELATED MATTERS
The Long-Term Incentive Plan was established to enable key employees to
participate in the future growth and profitability of the Company by offering
them long-term performance-based incentive compensation through issuance of
stock options and performance share awards, which are vested based on
achievement of performance goals. Performance shares awarded are earned and
vested at the rate of 20% per year and become issuable 10 years after date of
award. During 1995, 1,800 performance shares (19,800 shares in 1994 and 2,950
in 1993) were awarded, and at December 31, 1995, there were 93,800 performance
shares awarded but unissued. Incentive stock options for 49,000 shares were
granted during 1995 at an average exercise price of $9.95 per share (87,000
shares in 1994 at $14.38 per share). Options were outstanding at December 31,
1995 for 126,000 shares at exercise prices ranging from $9.25 to $14.50. All
options expire 10 years after the date of grant. There are 356,000 shares
reserved for future use under the plan.
A stock option plan for non-employee directors was adopted during 1995.
There are 50,000 shares reserved for future use under the plan.
The assumed issuance of these performance-based incentive share awards
and the assumed exercise of outstanding stock options would have an
insignificant effect on earnings per share.
Holders of common shares received a distribution of one right for each
common share held on February 15, 1990. The rights become exercisable ten days
after a person or group acquires or commences a tender or exchange offer that
could result in the acquisition of 25 percent of the Company's common shares
(except pursuant to an offer for all shares determined by the non-officer
Directors to be fair and in the best interest of the Company and its
shareowners). The rights also become exercisable 10 days after an acquisition
of 10 percent or more by a person or group deemed by the Board of Directors to
have interests adverse to those of the Company and its shareholders.
Each right would, subject to certain adjustments and alternatives, entitle
the rightholder to purchase common shares of the Company having a market
value of $180 at a price equal to 50 percent of the fair market value of the
shares. The rights are nonvoting, may generally be redeemed by the Company
at a price of 1 cent per right and expire on February 15, 2000. The
Company has reserved 6.6 million shares for this stock rights plan.
NOTE C - DEBT AND LEASE TRANSACTIONS
Under line of credit arrangements for unsecured short-term borrowings
with several banks, the Company has available up to $50 million. The interest
rate pricing of the lines of credit is based upon a formula not to exceed the
"prime rate" or an agreed-upon basis point spread over the "Term Fed Funds
Rate" or bank's certificate of deposit rate. There are no commitment fees;
however, a compensating balance is required for a portion of the total credit
lines. These arrangements are reviewed annually for renewal. At December 31,
1995 and 1994, there were no borrowings outstanding under these arrangements.
Long-term debt consisted of the following obligations:
<TABLE>
<CAPTION>
December 31 December 31
1995 1994
----------- -----------
<S> <C> <C>
Unsecured notes to insurance company,
due in annual installments ranging
from $1,250,000 to $2,000,000 with
the final payment in 2002. Interest
is payable semi-annually at 8.99% $10,500,000 $10,500,000
Unsecured notes to insurance company,
due in annual installments ranging
from $850,000 to $4,060,000 with
the final payment in 2002. Interest
is payable quarterly at 8.65% 13,600,000 14,450,000
Unsecured bank note, due in annual
installments of $500,000, plus
interest payable quarterly at a
variable rate (8.50% at December 31,
1995) with final payment in 1998 1,500,000 2,000,000
Industrial revenue bonds, payable in
annual installments ranging from
$140,000 to $160,000 with the final
payment in 2001. Interest payable
quarterly at 83% of the prime rate 880,000 1,020,000
Michigan Strategic Fund limited
obligation revenue bonds, payable in
1997. Interest varies weekly at
prevailing market rates for similar
tax exempt securities (average of
2.64% for 1995) and is paid
quarterly 3,300,000 3,300,000
Other 1,236,000 735,000
----------- -----------
31,016,000 32,005,000
Less amount due in one year 4,342,000 1,970,000
----------- -----------
$26,674,000 $30,035,000
=========== ===========
</TABLE>
Properties at December 31, 1995, with a net carrying value of
approximately $4,007,000, are pledged as collateral for the revenue bonds. Net
properties also include approximately $734,000, relative to capital lease
obligations. The capital leases generally transfer ownership of property to
the Company at the end of the lease term.
Maturities of long-term debt for each of the four years following 1996
approximate $6,790,000 in 1997; $2,740,000 in 1998; $3,680,000 in 1999; and
$4,310,000 in 2000. The Company made interest payments of $2,925,000 in 1995,
$3,060,000 in 1994 and $3,429,000 in 1993.
The Company leases certain facilities under various operating leases. The
lease expense for such facilities totaled approximately $650,000 in 1995,
$651,000 in 1994 and $544,000 in 1993. Future minimum lease payments for each
of the next five years approximate $680,000 and aggregate $5,700,000
thereafter.
NOTE D - INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax liabilities and assets as
of December 31, 1995 and December 31, 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Deferred tax liabilities:
Tax over book depreciation $ 594,000 $ 700,000
Other 395,000 361,000
---------- ----------
Total deferred tax liabilities 989,000 1,061,000
Deferred tax assets:
Compensation and employee benefits 413,000 418,000
Bad debts 336,000 374,000
Inventory 255,000 194,000
Store closings 943,000 --
Other 141,000 166,000
---------- ----------
Total deferred tax assets 2,088,000 1,152,000
---------- ----------
Net deferred tax assets $1,099,000 $ 91,000
========== ==========
</TABLE>
The provisions for income taxes consist of:
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Current:
Federal $2,605,000 $5,912,000 $3,643,000
State 1,167,000 1,626,000 1,139,000
Deferred federal and state credit (1,009,000) (332,000) (192,000)
---------- ---------- ----------
$2,763,000 $7,206,000 $4,590,000
========== ========== ==========
</TABLE>
A reconciliation of the income tax provision and the amount computed by
applying the statutory federal income tax rate of 34% for 1995 and 35% for
1994 and 1993 to income before taxes, is as follows:
<TABLE>
<CAPTION>
1994 1994 1993
---- ---- ----
<S> <C> <C> <C>
Computed amount $ 2,209,000 $ 6,394,000 $ 4,395,000
State income taxes, net
of federal income tax 681,000 1,031,000 725,000
Tax exempt investment income (161,000) (102,000) (315,000)
Other 34,000 (117,000) (215,000)
----------- ----------- -----------
$ 2,763,000 $ 7,206,000 $ 4,590,000
=========== =========== ===========
</TABLE>
The Company made income tax payments of $4,407,000 in 1995, $7,434,000 in
1994, and $5,435,000 in 1993. Effective January 1, 1993, the Company changed
its method of accounting for income taxes from the deferred method to the
liability method required by FASB Statement No. 109, "Accounting for Income
Taxes." As permitted under the new rules, prior years' financial statements
were not restated. The cumulative effect of adopting Statement 109 as of
Jan. 1, 1993 was to increase net income by $516,000.
NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS
CONCENTRATIONS OF CREDIT RISK. Financial instruments that potentially subject
the Company to significant concentrations of credit risk consist principally
of cash investments and trade accounts receivable.
The Company maintains cash and cash equivalents including bank money
market funds and short-term tax exempt securities. Bank money market funds are
on deposit with financial institutions located primarily in Michigan and
Company policy is designed to limit exposure to any one institution. The
Company performs periodic evaluations of the relative credit standing of those
financial institutions that are considered in the Company's investment
strategy.
Concentrations of credit risk with respect to trade accounts receivable
are limited because of the large number of entities comprising the Company's
customer base. As of Dec. 31, 1995, the Company's receivables are primarily
from customers in the residential construction industry.
CASH AND CASH EQUIVALENTS. The carrying amount reported in the balance sheet
for cash and cash equivalents approximates its fair value.
ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE. The carrying amounts reported in the
balance sheet for accounts receivable and accounts payable approximate their
fair value.
LONG AND SHORT-TERM DEBT. The fair values of the Company's long-term debt are
estimated using discounted cash flow analyses, based on the Company's current
borrowing rates for similar types of borrowing arrangements.
The carrying amounts and fair values of the Company's financial
instruments at Dec. 31 are as follows:
<TABLE>
<CAPTION>
1995 1994
---------------------- ---------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Cash and cash equivalents $13,919,000 $13,919,000 $22,072,000 $22,072,000
Accounts Receivable 26,471,000 26,471,000 25,961,000 25,961,000
Accounts Payable 15,258,000 15,258,000 21,789,000 21,789,000
Long-Term debt including current
portion 31,016,000 32,752,000 32,005,000 31,961,000
</TABLE>
<PAGE>
CORPORATE INFORMATION
ANNUAL MEETING
The Annual Meeting of shareowners of Wolohan Lumber Co. will be held
April 25, 1996, 2 p.m. at the Second National Bank Building, 101 N. Washington
Avenue, Saginaw, Mich. You are cordially invited.
FORM 10-K
Shareowners may obtain a copy of the Form 10-K annual report filed with
the Securities and Exchange Commission (SEC) free of charge by writing to Mr.
Edward J. Dean, Corporate Controller, Wolohan Lumber Co., P.O. Box 3235,
Saginaw, Mich. 48605.
There are no accounting differences between the financial statements
presented in this annual report and those in the Form 10-K report but the Form
10-K report does provide certain supplemental information required by SEC
regulations.
HEADQUARTERS
Wolohan Lumber Co. Administrative Offices
1740 Midland Road
P.O. Box 3235
Saginaw, Mich. 48605
(517) 793-4532
COMMON STOCK
Wolohan's common stock trades on The Nasdaq Stock Market under the symbol
WLHN.
TRANSFER AGENT
State Street Bank and Trust Company
c/o Boston EquiServe
P.O. Box 8200 - Boston, Mass. 02266-8200
1-800-426-5523
GENERAL COUNSEL
Dickinson, Wright, Moon, VanDusen & Freeman
800 First National Building - Detroit, Mich. 48226
AUDITORS
Ernst & Young LLP
One Detroit Center - Suite 1700
500 Woodward Avenue - Detroit, Mich. 48226
<PAGE>
BOARD OF DIRECTORS
James L. Wolohan, 44 Hugo E. Braun, Jr., 63
Chairman of the Board, Partner, Braun Kendrick
President and Chief Executive Finkbeiner,
Officer; Attorneys-at-Law;
Director since 1986 Director since 1984
Richard V. Wolohan, 80 F.R. Lehman, 70
formerly Chairman of the formerly Vice President of
Board; Dow Chemical U.S.A.,
Director since 1964 General Manager of the
Michigan Division;
David F. Wallace, 72 Director since 1989
formerly Chairman of the
Board; Leo B. Corwin, 61
Director since 1980 President, Txcor, Inc.;
Director since 1992
Ervin E. Wardlow, 74
formerly President and a Charles R. Weeks, 61
Director of K Mart Corp.; Chairman and Chief
Director of Discount Auto Executive Officer of
Parts Co.; Citizens Banking Corp.;
Director since 1981 Director since 1996
COMMITTEES
Management Review Audit Committee
Committee
Hugo E. Braun, Jr., Chairman
F.R. Lehman, Chairman Leo B. Corwin
Hugo E. Braun, Jr. F.R. Lehman
Leo B. Corwin David F. Wallace
David F. Wallace Ervin E. Wardlow
Ervin E. Wardlow Charles R. Weeks
Charles R. Weeks Richard V. Wolohan
Richard V. Wolohan
Compensation Committee
F.R. Lehman, Chairman
Hugo E. Braun, Jr.
OFFICERS
James L. Wolohan, 44 James R. Krapohl, 50
Chairman of the Board, Treasurer and
President and Chief Executive Assistant Secretary
Officer
Thomas M. Ostrander, 46
Edward J. Dean, 45 Vice President - Operations
Corporate Controller
William E. Stark, 47
David G. Honaman, 44 Vice-President - Human
Vice President-Administration, Resources
Secretary and Chief Financial
Officer
<PAGE>
CUSTOMER SERVICE GUARANTEES
The cornerstone of our strategic plan is still the customer service mission.
Our purpose is to assure that the customer remains Number One in our plans and
in our actions.
We provide a strong product offering and many special services to
accommodate our customer. We back these products and services with
satisfaction guarantees -- guarantees that we are proud to offer because we are
committed to providing what our customers expect and deserve. These
customer-satisfaction guarantees are found in every Wolohan store.
100-PERCENT SATISFACTION GUARANTEE
In the unlikely event that you are not satisfied with your purchase, just
bring it back along with your proof of purchase and we'll make it right with a
product exchange or refund.
WE WON'T BE UNDERSOLD GUARANTEE
Bring in any competitor's current advertising and Wolohan guarantees to
match the advertised price on the same in-stock item.
30-DAY LOWER PRICE REFUND GUARANTEE
If an item is advertised and sold by us at a lower price within 30 days
of the date you purchased the item, we will honor the lower price and gladly
refund the difference to you.
IN-STOCK GUARANTEE
We advertise what we stock. In the event that unexpected demand exceeds
our supply, we will give you a 5-percent discount and deliver the item free to
your home or substitute a comparable item at the sale price.
Our satisfaction guarantees are among the strongest in our industry. We
want to make shopping at Wolohan Lumber a pleasant and rewarding experience
and by guaranteeing satisfaction, we make the customer Number One.
<PAGE>
Serving customers in 7
states through the
Midwest...
Michigan
24 Stores
Wisconsin
4 Stores
Ohio
12 Stores
Illinois
11 Stores
Indiana
8 Stores
Missouri
1 Store
Kentucky
1 Store
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in this annual report (Form 10-K)
of Wolohan Lumber Co. of our report dated February 9, 1996 included in the
1995 Annual Report to shareholders of Wolohan Lumber Co.
We also consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-81566) pertaining to the 1991 Long-Term Incentive
Plan of Wolohan Lumber Co. of our report dated February 9, 1996, with respect
to the financial statements and schedules of Wolohan Lumber Co. incorporated
by reference in the Annual Report (Form 10-K) for the year ended December 31,
1995.
Our audits also included the financial statement schedule of Wolohan Lumber
Co. listed in item 14 (a). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a
whole, presents fairly, in all material respects the information set forth
therein.
/s/ Ernst & Young LLP
March 26, 1996
Detroit, Michigan
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1995
<CASH> $ 13,919,000
<SECURITIES> 0
<RECEIVABLES> 26,471,000
<ALLOWANCES> 0
<INVENTORY> 48,539,000
<CURRENT-ASSETS> 92,041,000
<PP&E> 120,753,000
<DEPRECIATION> 52,503,000
<TOTAL-ASSETS> 162,440,000
<CURRENT-LIABILITIES> 31,410,000
<BONDS> 0
<COMMON> 6,989,000
0
0
<OTHER-SE> 97,367,000
<TOTAL-LIABILITY-AND-EQUITY> 162,440,000
<SALES> 418,058,000
<TOTAL-REVENUES> 103,123,000
<CGS> 318,069,000
<TOTAL-COSTS> 83,884,000
<OTHER-EXPENSES> 80,303,000
<LOSS-PROVISION> 662,000
<INTEREST-EXPENSE> 2,919,000
<INCOME-PRETAX> 6,498,000
<INCOME-TAX> 2,763,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,735,000
<EPS-PRIMARY> 0.53
<EPS-DILUTED> 0.00
</TABLE>
