WOLOHAN LUMBER CO
10-Q, 1996-11-05
LUMBER & OTHER BUILDING MATERIALS DEALERS
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                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                               FORM 10-Q



   Quarterly  Report  Pursuant  to Section  13  or  15(d)  of  the
   Securities Exchange Act of 1934.

   For the quarter ended September  28, 1996



   Transition  Report Pursuant to Section 13 or 15(d) of the Securities
   Exchange Act of 1934

   For the transition period from                       to

   Commission file number                  0-6169


                         WOLOHAN LUMBER CO.
           (Exact name of registrant as specified in its charter)

          Michigan                           38-1746752
        (State or other jurisdiction        (I.R.S. Employer
        incorporation or organization)       Identification Number)

                                   
               1740 Midland Road, Saginaw, Michigan  48603
               (Address of principal executive offices)


                              (517) 793-4532
         (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange
Act  of 1934 during the preceding 12 months (or for such shorter period
that  the  registrant was required to file such reports), and  (2)  has
been subject to such filing requirements for the past 90 days.

Yes    No

Indicate  the  number  of shares outstanding of each  of  the  issuer's
classes of common stock, as of the latest practical date.

Common stock, $1 par value --  6,296,017 shares as of October 26, 1996.

<PAGE>

PART I -- FINANCIAL INFORMATION
ITEM 1.   FINANCIAL INFORMATION
<TABLE>
WOLOHAN LUMBER CO.
CONDENSED BALANCE SHEETS
<CAPTION>
                                                    Sept. 28      Dec. 31
                                                      1996          1995

<S>                                               (Unaudited)      (Note)
ASSETS                                                 (000's omitted)
CURRENT ASSETS
                                                    <C>          <C>

   Cash and cash equivalents                        $   9,204    $ 13,919
   Trade receivables                                   39,907      26,471
   Inventories - at current cost                       62,300      61,375
   Reduction to LIFO cost                            (13,436)    (12,836)
   Inventories at the lower of last in,
     first out cost or market                          48,864      48,539
   Other current accounts                               2,136       3,112
                         TOTAL CURRENT ASSETS         100,111      92,041

OTHER ASSETS                                            1,760       2,149
NET PROPERTIES                                         66,295      68,250
                                 TOTAL ASSETS        $168,166    $162,440
LIABILITIES AND SHAREOWNERS' EQUITY
CURRENT LIABILITIES

   Trade accounts payable                           $  19,914    $ 15,258
   Employee compensation and accrued expenses          14,462      11,810
   Current portion of long-term debt                    3,490       4,342
                    TOTAL CURRENT LIABILITIES          37,866      31,410

LONG-TERM DEBT, less current portion                   22,960      26,674


SHAREOWNERS' EQUITY
   Common stock                                         6,929       6,989
   Additional capital                                  22,031      22,534
   Retained earnings                                   78,380      74,833
                    TOTAL SHAREOWNERS' EQUITY         107,340     104,356
    TOTAL LIABILITIES AND SHAREOWNERS' EQUITY        $168,166    $162,440
<FN>
Note:  The balance sheet at Dec. 31, 1995, has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.

See notes to condensed financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
WOLOHAN LUMBER CO.
CONDENSED STATEMENTS OF INCOME (UNAUDITED)

<CAPTION>

                                                     THREE MONTHS ENDED
                                                SEPT. 28           SEPT. 30
                                                  1996               1995
                                      (000's omitted, except per share data)

<S>
                                                 <C>           <C>
NET SALES                                        $   132,850   $    122,638
Cost of sales                                        101,628         93,831
     Gross Profit                                     31,222         28,807

OPERATING EXPENSES:
  Selling, general and administrative                 23,167         24,096
  Depreciation                                         2,505          2,319
                                                      25,672         26,415

                              OPERATING INCOME         5,550          2,392
OTHER EXPENSES (INCOME):
     Interest expense                                    583            694
     Gain from sale of properties                        (47)           (34)
     Other                                              (796)          (717)
                                                        (260)           (57)

                    INCOME BEFORE INCOME TAXES         5,810          2,449
     Income taxes                                      2,324            888

                                    NET INCOME      $  3,486         $1,561

Average shares outstanding                             6,953          7,090

Net income per share                                    $.50           $.22

Dividends per share                                     $.07           $.07





<FN>
See notes to condensed financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
WOLOHAN LUMBER CO.
CONDENSED STATEMENTS OF INCOME (UNAUDITED)


<CAPTION>
                                                     NINE MONTHS ENDED
                                                   SEPT. 28      SEPT. 30
                                                    1996           1995
                                      (000's omitted, except per share data)

<S>
                                                  <C>          <C>
NET SALES                                         $ 325,496    $    321,144
Cost of sales                                       246,696         244,969
     Gross Profit                                    78,800          76,175

OPERATING EXPENSES:
  Selling, general and administrative                63,873          63,470
  Depreciation                                        7,323           6,795
                                                     71,196          70,265

                              OPERATING INCOME        7,604           5,910
OTHER EXPENSES (INCOME):
     Interest expense                                 1,907           2,253
     Gain from sale of properties                      (676)           (342)
     Other                                           (1,983)         (1,978)
                                                       (752)            (68)

                    INCOME BEFORE INCOME TAXES        8,356           5,978
     Income taxes                                     3,344           2,301

                                    NET INCOME    $   5,012     $     3,677


Average shares outstanding                            6,983           7,132

Net income per share                                   $.72            $.52

Dividends per share                                    $.21            $.21






<FN>
See notes to condensed financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
WOLOHAN LUMBER CO.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


<CAPTION>

                                                       NINE MONTHS ENDED

                                                      SEPT 28     SEPT 30
                                                       1996         1995
                                      (000's omitted, except per share data)

<S>
                                                   <C>           <C>
NET CASH FROM OPERATING ACTIVITIES                 $   6,025     $  2,532

NET CASH USED IN INVESTING ACTIVITIES                 (4,709)      (4,277)

NET CASH USED IN FINANCING ACTIVITIES                 (6,031)      (3,376)

  DECREASE IN CASH AND CASH EQUIVALENTS               (4,715)      (5,121)

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                           13,919       22,072


    CASH AND CASH EQUIVALENTS AT END OF PERIOD      $  9,204     $ 16,951

















<FN>
See notes to condensed financial statements
</FN>
</TABLE>


<PAGE>
WOLOHAN LUMBER CO.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 28, 1996

NOTE A - BASIS OF PRESENTATION

     The  accompanying  unaudited condensed financial  statements  have
     been  prepared  in  accordance with generally accepted  accounting
     principles  for  interim  financial  information  and   with   the
     instructions  to  Form  10-Q and Article  10  of  Regulation  S-X.
     Accordingly,  they  do  not include all  of  the  information  and
     footnotes required by generally accepted accounting principles for
     complete financial statements.  In the opinion of management,  all
     adjustments  (consisting of normal recurring accruals)  considered
     necessary for a fair presentation have been included.

     The  third-quarter 1996 sales period included two fewer days  than
     1995,  reflecting  the  Company's change to  a  13-week  reporting
     period,  with  the quarter ending Sept. 28, 1996.   The  Company's
     business  is  seasonal in nature and subject to  general  economic
     conditions  and  outside factors and, accordingly,  its  operating
     results for the three months and nine months ended Sept. 28,  1996
     are not necessarily indicative of the results that may be expected
     for the entire year ending Dec. 28, 1996.

     For  further  information, refer to the financial  statements  and
     footnotes included in the Company's annual report on Form 10-K for
     the year ended Dec. 31, 1995.

NOTE B - EARNINGS PER SHARE

     The Company calculates earnings per share based on the average
     number of shares    outstanding for the period.  Common stock
     equivalents had no material dilutive    effect for the periods
     presented.

ITEM 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION
          AND RESULTS OF OPERATIONS.

     Results Of Operations
     
     Net  income for the third quarter of 1996 improved to $3.5 million
     (50 cents per share), versus $1.6 million (22 cents per share) for
     the  third quarter of 1995.  Store- closing costs (pre-tax) in the
     third quarter totaled $.5 million in 1996 and $1.9 million in 1995
     and  reduced  earnings per share by 4 cents and 17 cents  for  the
     1996  and  1995  periods, respectively.  The  improvement  in  net
     income  was  a result of higher sales, lower expenses and  margins
     unchanged  from third-quarter 1995.  For the first nine months  of
     1996,  net income improved 36 percent to $5 million (72 cents  per
     share),  compared with $3.7 million (52 cents per share)  for  the
     nine months of 1995.
     
     Sales  totaled $132.9 million in the third quarter of 1996, an  8-
     percent increase from third-quarter 1995.  The third-quarter  1996
     sales  period  included two fewer days than 1995,  reflecting  the
     Company's  change to a 13-week reporting period, with the  quarter
     ending Sept. 28, 1996.  The sales improvement in the third quarter
     resulted  from  a  24-percent increase in contractor  builder  and
     remodeler  sales,  offset  in part by  an  8-percent  decrease  in
     consumer  (DIY)  sales.   Sales at comparable  stores  (stores  in
     operation  prior  to July 1, 1995) increased 5  percent  from  the
     third quarter of 1995, and resulted from an 18-percent increase in
     contractor sales and a 9-percent decrease in consumer sales.   For
     the  first  nine  months of 1996, sales were       $325.5  million
     compared with $321.1 million for the first nine months of 1995, an
     increase of 1 percent.  Contractor sales increased 16 percent  and
     consumer  sales  decreased 13 percent for the  nine-month  period.
     Comparable store sales for the 1996 nine-month period were down  1
     percent.
                                   
     The  sales  mix  for  the  third quarter of  1996  was  42-percent
     consumer sales and 58-percent contractor sales compared with 50/50
     mix  for  the third quarter of 1995.  The 1996 sales mix  for  the
     nine   months  was  43  percent  consumer  sales  and  57  percent
     contractor sales, versus a 50/50 mix in 1995.
     
     Gross  margins  of  23.5 percent for the 1996 third  quarter  were
     equal to 1995's third quarter.  The Company recorded a Lifo charge
     of  $.4  million  in  the third quarter of 1996,  reflecting  cost
     increases  in lumber products, versus deflation in costs  in  1995
     and  a resulting reduction of $.7 million to Lifo in third quarter
     1995.  Total margin dollars were $2.4 million higher compared with
     1995's third quarter.
     
     Selling,  general and administrative expenses in third quarter  of
     1996  (excluding  the costs related to store closings)  were  17.3
     percent  of  sales  compared with 18.2 percent of  sales  for  the
     corresponding  period of 1995.  Expenses in the third  quarter  of
     1996 included approximately $.3 million ($1.2 million for the nine-
     month  period)  related  to  the Company's  information-technology
     upgrade which is nearly completed.
     
     During the third quarter of 1996, the Company closed its stores in
     Cape Girardeau, Mo. and Dayton, Ohio.
     
     The  effective tax rate (federal and state) for third quarter  and
     nine-month periods of 1996 was 40 percent, compared with 36.3 percent
     and 38.5 percent for  the same periods of 1995.
     
     Financial Condition
     
     At  Sept.  28, 1996, the Company's balance sheet remained  strong.
     Net  working  capital  at Sept. 28, 1996, totaled  $62.2  million,
     compared  with $63.8 million at Sept. 30, 1995, and $60.6  million
     at Dec. 31, 1995.  The current ratio at Sept. 28, 1996, was 2.6 to
     1,  compared with 2.8 to 1 at Sept. 30, 1995, and 2.9 to 1 at Dec.
     31, 1995.
     
     Cash  and  cash equivalents were $9.2 million at Sept.  28,  1996,
     compared to $17.0 million at Sept. 30, 1995, and $13.9 million  at
     Dec. 31, 1995.  The liquidity ratio at Sept. 28, 1996, was .24  to
     1,  compared to .47 to 1 at Sept. 30, 1995, and .44 to 1  at  Dec.
     31, 1995.  Cash and cash equivalents decreased $2.1 million during
     the  1996  third  quarter.   Operating  activities  produced  $8.6
     million of cash in the third quarter of 1996 which was used to pay
     off  all short-term borrowings, $8 million, reduce long-term debt,
     $.8 million, and for net property additions of  $1.6 million.
     
     The  Company  expects that net cash from operating activities  and
     available  lines  of  credit should be  adequate  to  meet  future
     working   capital   needs.    The  Company   continues   to   seek
     opportunities  for  growth  through  acquisitions  of   additional
     stores.
     
     Invested  capital  (long-term debt and  shareowner's  equity)  was
     equal to 77% of total assets at Sept. 28, 1996, compared to 78% at
     Sept. 30, 1995, and 81% at year- end 1995. The total debt-to-asset
     ratio  was lowered to .14:1 at Sept. 28, 1996, from .16:1 at year-
     end  1995.  The ratio of equity to total assets was .64  to  1  at
     Sept.  28, 1996, the same as year-end 1995.  The Company purchased
     55,300 shares of its common stock during the third quarter of 1996
     (85,300 shares for the nine-month period).
                                   
     Outlook

     The Company is excited about the outlook for the fourth quarter of
     1996 and expects to show significant improvement in fourth-quarter
     earnings compared with 1995.
     
     The Company intends to sell to contractors a more complete package
     of  home construction products which should improve both sales and
     gross  margins.   The Company is working aggressively  to  improve
     consumer  sales by executing strategies to improve sales of  major
     projects  including  kitchen and bath, decks, sheds,  pole  barns,
     garages,  and major remodeling projects.  The Company is  strongly
     focused  on  the  priorities of market-share  improvement,  people
     development and improved profitability.
     
                                   
PART II -- OTHER INFORMATION

ITEM 4.        EXHIBITS AND REPORTS ON FORM 8-K

                    (a)  Reports on Form 8-K

               The  Company  filed no reports  on  Form  8-K
               during the quarter for which this Report is filed.

<PAGE>
                              SIGNATURES



Pursuant  to the requirements of the Securities Exchange Act  of  1934,
the  registrant has duly caused this report to be signed on its  behalf
by the undersigned thereto duly authorized.




                                        WOLOHAN LUMBER CO.
                                        Registrant




Date:          November 4, 1996              David G. Honaman
                                             David G. Honaman
                                             Vice President - Administration
                                             and Chief Financial Officer


Date:          November 4, 1996              Edward J. Dean
                                             Edward J. Dean,
                                             Corporate Controller
                                             (Principal Accounting Officer)



















                                   


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-28-1996
<CASH>                                       9,204,000
<SECURITIES>                                         0
<RECEIVABLES>                               39,907,000
<ALLOWANCES>                                         0
<INVENTORY>                                 48,864,000
<CURRENT-ASSETS>                           100,111,000
<PP&E>                                     124,311,000
<DEPRECIATION>                            (58,016,000)
<TOTAL-ASSETS>                             168,166,000
<CURRENT-LIABILITIES>                       37,866,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     6,929,000
<OTHER-SE>                                 100,411,000
<TOTAL-LIABILITY-AND-EQUITY>               168,166,000
<SALES>                                    325,496,000
<TOTAL-REVENUES>                            81,215,000
<CGS>                                      246,696,000
<TOTAL-COSTS>                               63,361,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                               512,000
<INTEREST-EXPENSE>                           1,907,000
<INCOME-PRETAX>                              8,356,000
<INCOME-TAX>                                 3,344,000
<INCOME-CONTINUING>                          5,012,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 5,012,000
<EPS-PRIMARY>                                     0.72
<EPS-DILUTED>                                     0.72
        

</TABLE>


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