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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000 Commission file no. 2-27393
NOLAND COMPANY
A Virginia Corporation IRS Identification #54-0320170
80 29th Street
Newport News, Virginia 23607
Telephone: (757) 928-9000
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock $10 Par Value
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
Aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 15, 2000, was approximately $27,492,822.
3,584,758 shares of the Registrant's Common Stock were outstanding at the
close of business on March 15, 2000.
DOCUMENTS (or portions thereof) INCORPORATED BY REFERENCE
Document Part of
Form 10-K
Portions of Annual Report to Stockholders for Parts II and IV
the year ended December 31, 2000
Portions of Noland Company Proxy Statement for Parts III and IV
April 25, 2001 Annual Meeting of Stockholders
This report contains 34 pages. The exhibit index is shown on page 11 of this
10-K.
PART I
Item 1 Business
A Virginia corporation founded in 1915, Noland Company is a distributor of
Plumbing, Air Conditioning and Electrical/Industrial supplies, with branch
facilities in thirteen states.
While most of its sales are wholesale, the Company plays a modest retail role
through product showrooms and other marketing efforts of certain items. It
handles products of over 2,000 vendors and sells to thousands of customers,
largely in the industrial and construction sectors of the Southern United
States. There have been no significant changes in the Company's methods of
operation during the last five years. However, the growing demand for
computer-based, fully automated procurement systems for MRO (maintenance,
repair and operating) products is attracting new business and widening the
scope and possibilities for potential sales growth in this market. Noland
Company owns a fifty percent interest in joint ventures in Spain and Panama.
In addition, the Company sells air conditioning equipment to customers in
several South American countries.
The Company operates in only one industry segment, the distribution of
mechanical equipment and supplies. Markets for these products include
contractors, industrial plants, utilities and others.
During the last five years, the Company has continued to serve essentially the
same markets described above. Current plans call for the continuation of this
policy. The Company does not manufacture any products.
Total sales of each class of similar products for the last five years are as
follows:
2000 1999 1998 1997 1996
Plumbing $279,524 $264,768 $252,835 $250,327 $241,235
Air Conditioning 115,514 119,331 114,043 112,013 115,963
Electrical/Industria l93,676 98,731 98,601 102,625 108,507
$488,714 $482,830 $465,479 $464,965 $465,705
Not all branches have all three departments. If a product department does not
exist in a particular branch, any sales of that department's products are
attributed to the department that makes the sale.
The Company continues to market new products introduced by its
suppliers/manufacturers. None will require the investment of a material
amount of the assets of the Company.
The Company does not use or market raw materials.
The Company holds several sales franchises and has produced a variety of
copyrighted materials and systems used in the normal conduct of its business.
It is virtually impossible to dollar-quantify their significance. None are
reflected as assets in the Company's Balance Sheet. The Company has no
patents.
The business in general is seasonal to the extent of the construction industry
it supplies.
It is the practice of the Company to carry a full line of inventory items for
rapid delivery to customers. At times, advance buying is necessary to ensure
the availability of products for sale. The Company also extends credit, and
this and the necessity for an adequate supply of merchandise ordinarily
absorbs most of the Company's working capital.
The dollar amount of the Company's backlog of orders believed to be firm was
approximately $33,664,236 at December 31, 2000 and $41,205,770 at
December 31, 1999.
The portion of the Company's business with the Government and subject to
renegotiation is not considered material.
The wholesale distribution of all products in which the Company is engaged is
highly competitive. Competition results primarily from price, service and the
availability of goods. Industry statistics indicate that Noland Company is
one of the larger companies in its field.
Company-sponsored research and development activities expenditures in 2000,
1999 and 1998 were immaterial.
The Company believes it is in compliance with Federal, State and local
provisions which have been enacted or adopted regulating the discharge of
materials into the environment. The effects of compliance are not material
with respect to capital expenditures, earnings and competitive position of the
Company. No material capital expenditures are anticipated for environmental
control facilities during the remainder of the current year and the succeeding
year.
As of December 31, 2000, the Company employed 1,492 persons.
The Company operates principally in the Southern United States.
Item 2 Properties
The main properties of the Company consist of 102 facilities, including
warehouses, offices, showrooms, paved outside storage areas and covered pipe
storage sheds. These are located in the following states: Alabama, Arkansas,
Florida, Georgia, Kentucky, Maryland, Mississippi, North Carolina,
Pennsylvania, South Carolina, Tennessee, Virginia and West Virginia. Fifteen
are leased and the remaining eighty-seven are Company owned. The executive
office of the Company is located at 80 29th Street, Newport News, Virginia
23607.
In the opinion of management, the aforementioned facilities are suitable for
the purposes for which they are used, are adequate for the needs of the
business and are in continuous use in the day-to-day course of operations.
The Company's policy is to maintain, repair and renovate its properties on a
continuing basis, replacing older structures with new buildings and yard
facilities as the need for such replacement arises. In addition, reference
is made to Note 2 (d), page 16 of the Annual Report to Stockholders filed as
an exhibit hereto, with respect to property excess to current needs.
Item 3 Legal Proceeding
None of material consequence.
Item 4 Submission of Matters to a Vote of Security Holders
None
Additional Item
Executive Officers of the Registrant
Business Experience
Positions and Offices During the
Name AGE Held with Registrant Past Five Years
Lloyd U. Noland, III 57 Chairman of the Board, Cheif Executive Officer
President and Director. of the Registrant.
Officer since 1981
A. P. Henderson, Jr. 57 Vice President-Finance. Cheif Financial Officer
Officer since 1983 of the Registrant.
Kenneth C. King 58 Vice President-Marketing Responsible for the
and Branch Operations. Registrant's Marketing.
Officer since 1998
John E. Gullett 59 Vice President-Corporate Responsible for the
Communications. Officer Registrant's Corporate
since 1982 Communications
Department.
Jean F. Preston 40 Vice President-Corporate Responsible for the
Data. Officer since 1999 Registrant's Corporate
Data Department.
Previously manager of
Corporate Data
Department.
James E. Sykes, Jr. 57 Treasurer/Secretary. Responsible for
Officer since 1982 Registrant's treasury
functions and
secretarial duties.
All executive officers were elected for a term of one year beginning May 1,
2000 and/or until their successors are elected and qualified. None of the
executive officers are related by blood, marriage or adoption. Service has
been continuous since the date elected to their present positions. There are
no arrangements or understandings between any officer and any other person
pursuant to which he was elected an officer.
PART II
Item 5 Market for the Registrant=s Common Equity and Related Stockholder
Matters
The information set forth on the inside back cover of the Annual Report
to Stockholders contains information concerning the market price of
Noland Company's common stock for the past two years, the number of
holders thereof and the dividend record with respect thereto for the
past two years. This information is incorporated herein by reference.
Item 6 Selected Financial Data
The information set forth under the caption "Ten-Year Review of
Selected Financial Data" relating to sales, net income, total assets,
long-term debt, net income per share and dividends per share for the
years 1995 through 2000 is incorporated herein by reference from pages
20 and 21 of the enclosed Noland Company Annual Report to Stockholders
for the year ended December 31, 2000.
Item 7 Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information set forth under the above caption is incorporated
herein by reference from pages 10 and 11 of the enclosed Noland Company
Annual Report to Stockholders for the year ended December 31, 2000.
Item 7A Quantitative and Qualitative Disclosures About Market Risk
Noland Company's market risk exposure from changes in interest rates
and foreign currency are not material. The Company does not engage in
foreign currency hedging or the use of derivatives. The Company's
pension plan is overfunded, resulting in a prepaid pension asset. The
prepaid pension asset is subject to change based on the performance of
the plan investments and the discount rate. Changes in the investment
performance and discount rate may cause the amount of pension income
to increase or decrease from year to year.
Item 8 Financial Statements and Supplementary Data
The following consolidated financial statements of Noland Company,
included in the Annual Report to Stockholders for the year ended
December 31, 2000, are incorporated herein by reference:
Annual Report to
Stockholders (page)
Report of Independent Accountants 12
Consolidated Statement of Income and Retained
Earnings--
Years ended December 31, 2000, 1999, and 1998 13
Consolidated Balance Sheet--December 31, 2000,
1999, 1998 14
Consolidated Statement of Cash Flows--
Years ended December 31, 2000, 1999, 1998 15
Notes to Consolidated Financial Statements 16-19
Item 9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10 Directors and Executive Officers of the Registrant
Data relating to Directors is incorporated herein by reference from
pages 3, 4 and 5 of the 2001 Noland Company Proxy Statement for the
April 25, 2001 Annual Meeting of Stockholders.
Data relating to Executive Officers is included in Part I of this
report.
Item 11 Executive Compensation
The information set forth under the caption "Compensation of Executive
Officers" on page 6 of the 2001 Noland Company Proxy Statement for the
April 25, 2001, Annual Meeting of Stockholders is incorporated herein
by reference.
Item 12 Security Ownership of Certain Beneficial Owners and Management
The information set forth under the captions "Voting Securities and
Principal Holders Thereof" and "Nominees for Director" on pages 2, 4
and 5 of the 2001 Noland Company Proxy Statement for the April 25,
2001, Annual Meeting of Stockholders is incorporated herein by
reference.
Item 13 Certain Relationships and Related Transactions
(a)The Company is in the fifth year of a ten-year agreement to lease an
existing office building for its corporate headquarters. The building is
owned by Basic, Inc. Basic, Inc. owns 893,967 shares of Noland Company
stock. The majority of Basic, Inc. stock is owned by The L.U. Noland 1982
Trust whose trustees are Mr. Lloyd U. Noland, Jr.'s wife, Jane K. Noland,
and his three children: Lloyd U. Noland III, Susan C. Noland and Anne N.
Edwards. Under the terms of the lease, the Company will pay an annual
rental fee of approximately $260,000 per year. The Company will bear the
direct costs of utilities and real estate taxes. The terms of the lease
were based on an evaluation by an independent real estate firm.
(b)Not applicable.
(c)Not applicable.
(d)Not applicable.
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)Consolidated Financial Statements included in PART II, Item 8 of this
report:
Report of Independent Accountants
Consolidated Statement of Income and Retained EarningsCYears Ended
December 31, 2000, 1999 and 1998
Consolidated Balance SheetCDecember 31, 2000, 1999 and 1998
Consolidated Statement of Cash FlowsCYears ended December 31, 2000, 1999
and 1998
Notes to Consolidated Financial Statements
With the exception of the aforementioned information incorporated by reference
and the information in the 2000 Annual Report to Stockholders on the inside
back cover and pages 10, 11, 20 and 21 incorporated in response to Items 5, 6
and 7 in this Form 10-K Annual Report, the 2000 Annual Report to Stockholders
is not to be deemed Afiled@ as part of this report. The individual financial
statements of the registrant have not been filed because consolidated
financial statements are filed. The registrant is an operating company and
the subsidiary is wholly owned.
Financial Statement Schedules included in PART IV of this report:
For the three years ended December 31, 2000
Form 10-K Page(s)
Schedule II Valuation and
Qualifying Accounts 8
Other financial statement schedules are omitted because of
the absence of conditions under which they are required or
because the required informationis given in the consolidated
financial statements or notes thereto.
Report of Independent Accountants
on Consolidated Financial
Statement Schedule 10
The exhibits are listed in the Index of Exhibits required by
Item 601 of Regulation S-K at item (c) below.
(b)Reports on Form 8-K B None
(c)The Index of Exhibits and any required Exhibits are included
beginning at page 11 of this report.
(d)Financial Statement Schedule II
SCHEDULE II
Noland Company and Subsidiary
Valuation and Qualifying Accounts
Column C
Column A Column B Additions Column D Column E
Charged to Charged to
Balance as Cost and to Other Balance at
of January 1 Expenses Accounts Deductions(2) Year-End
Valuation accounts
deducted from assets
to which they apply -
doubtful accounts
receivable
December 31, 2000 $1,008,132 $1,040,872 (1) $ - $1,040,872 $1,008,132
December 31, 1999 $1,008,132 $ 858,970 (1) $ - $ 858,970 $1,008,132
December 31, 1998 $1,008,132 $ 571,177 (1) $ - $ 571,177 $1,008,132
(1) Net of recoveries on bad debts of $474,796 for 2000, $781,028 for 1999, and
$757,765 for 1998.
(2) Represents charges for which reserve was previously provided.
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.
NOLAND COMPANY
March 22, 2001 By ___________________________________
Chairman of the Board and President
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated have signed this report below.
Chairman of the Board,
_______________________________ President and Director March 22,2001
Lloyd U. Noland, III
Vice President-Finance,
Chief Financial Officer
_______________________________ and Director March 22,2001
Arthur P. Henderson, Jr.
Vice President-Marketing and
Branch Operations
_______________________________ and Director March 22,2001
Kenneth C. King
_______________________________ Treasurer/Secretary March 22,2001
James E. Sykes, Jr.
_______________________________ Director March 22,2001
Allen C. Goolsby, III
REPORT OF INDEPENDENT ACCOUNTANTS
ON CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
_____________________________________________
To the Board of Directors of Noland Company:
Our audits of the consolidated financial statements referred to in our
report dated February 22, 2001 appearing in the 2000 Annual Report to
Shareholders of Noland Company (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedule listed in Item 14(a)
(2) of this Form 10-K. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Virginia Beach, Virginia
February 22, 2001
EXHIBIT INDEX
Exhibit Number Exhibit Page
(2) Plan of acquisition, reorganization, liquidation Not Applicable
or succession
(3) Articles of Incorporation and Bylaws Previously Filed
(4) Instruments defining the rights of Security Not Applicable
holders, including indentures
(9) Voting Trust Agreement Not Applicable
(10) (1) Restricted Stock Plan Previously Filed
(II) 1999 Outside Directors Stock Plan Previously Filed
(III) Noland Company Common Stock Benefit Trust Previously Filed
(11) Statement regarding computation of per share Not Applicable
earnings--clearly determinable
(12) Statement regarding computation of ratios Not Applicable
(13) Portions of Annual Report to Stockholders 12
(16) Letter regarding change in a certifying accountant Not Applicable
(18) Letter regarding change in accounting principles Not Applicable
(21) Subsidiary of the registrant Previously Filed
(22) Published report regarding matters submitted to Not Applicable
vote of security holders
(23) Consents of experts and counsel Not Applicable
(24) Power of Attorney Not Applicable
(28) Information from reports furnished to state Not Applicable
insurance regulatory authority
As to any security holder requesting a copy of the Form 10-K, the Company
will furnish any exhibit indicated in the above list as filed with the Form
10-K upon payment to it of its expenses in furnishing such exhibit.
EXHIBIT 13
INDEX
Page
Management's Discussion 13-15
Report of Independent Accountants 16
Quarterly Financial Data 17
Consolidated Statement of Income 18
Consolidated Balance Sheet 19
Consolidated Statement of Cash Flows 20
Notes to Consolidated Financial Statements 21-30
Ten Year Review 31-32
Inside Back Cover 33-34
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion focuses on the consolidated results of operations,
financial condition and cash flows of Noland Company. This section should be
read in conjunction with the consolidated financial statements and notes.
Results of Operations
Sales for 2000 totaled $488.7 million, 1.2 percent more than 1999 sales of
$482.8 million. Sales for 1998 were $465.5 million. Through the first half
of the year, sales were up a respectable 4.5 percent but a slowing economy
hampered sales for the last half of the year. Plumbing, which represents the
largest product department, increased 5.6 percent, reflecting reasonably
healthy construction activity in the first half of the year. A series of
successful plumbing promotions and record sales by the Company's drilling
equipment operation contributed to the increase. Electrical/industrial sales
were hard hit by softening demand for products used by manufacturing plants,
resulting in a 5.1 percent decline. Air conditioning sales were 3.2 percent
less than the year earlier period, due in part to unusually wet and cool
weather in our thirteen state territory that weakened demand for residential
replacement equipment.
The gross profit margin was 20.2 percent for 2000 compared to 20.1 percent
for 1999 and 1998. Gross profit margins for 2000 and 1999 were affected by the
year-end LIFO adjustment which increased cost of goods sold by $374,000 and
$1,391,000 respectively. For the Company as a whole, inflation contributed to
the 2000 adjustment. The 1998 LIFO inventory adjustment increased cost of
goods sold by $381,000. The increase in sales accounted for a $1,799,000
increase in gross profit for 2000 compared to 1999.
Operating expenses increased slightly from 1999's $88.1 million to $88.4
million. 1998's operating expenses were $87.9 million. Factors contributing
to the increase include higher medical costs and higher costs of operating our
vehicle fleet. Operating expenses benefited in 2000, 1999 and 1998 from
non-cash pension credits of $4.4 million, $3.8 million, and $2.0 million,
respectively as a result of the Company having an over-funded pension plan.
The combination of higher gross profit dollars and flat operating expenses
resulted in a 17.2 percent increase in operating profits compared to 1999.
Other non-operating income benefited from non-recurring gains of $817,000 on
the sale of a Company aircraft and real estate. Interest expense decreased 3.7
percent to $2.7 million in 2000 from $2.8 million in 1999. Lower average
borrowing accounted for the decline, despite higher average interest rates.
Interest expense for 1998 was $3.5 million.
Liquidity and Capital Resources
The Company maintains its short and long-term liquidity through:
(1) cash flow from operations; (2) short-term financings; (3) bank
line of credit borrowings, when needed; and (4) additional long-term
debt, when needed.
In 2000 net cash provided by operating activities was $12.9 million
compared to $23.3 million in 1999 and $1.9 million in 1998. Cash from
operations was used to reduce long-term debt by $2.8 million, for capital
expenditures of $6.7 million and to repurchase and retire 118,000 shares of
the Company=s outstanding common stock for $2.1 million. The Company ended
2000 in a stronger financial position than a year ago, as evidenced by an
increase of $3.7 million in working capital and a current ratio of 2.3 to 1.
The retirement of the 118,000 shares of common stock also strengthened book
value per share. Management believes the Company's liquidity, working capital
and capital resources are sufficient to meet the working capital and capital
expenditure needs of the foreseeable future.
The Company's inventory investment was down $4.7 million at year-end, and
ongoing efforts to improve the management of our inventory continued to pay
off. Among other things, we improved the accuracy of the perpetual records
and successfully completed implementation of a new centralized approach to
stock replenishment, both of which are improving customer service.
Outlook
The Company is bracing for possible continued weakening in the economy
over the next several months. But, we are a stronger organization than we
were a year ago and we believe that we have in place a sound business plan for
profitable growth in 2001.
Included in this discussion and in other sections of this Annual Report are
forward-looking statements that reflect management's current outlook for the
future. Such forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties that could cause actual
results to differ materially from those anticipated in the statements. Such
risks and uncertainties include, but are not limited to, general business
conditions, climatic conditions, competitive pricing pressures, product
availability, and successful implementation of the Company's new sales and
inventory management initiatives.
Impact of Inflation
Reported results, for the most part, reflect the impact of inflation
because of the Company's use of the LIFO (last-in, first-out) inventory method.
During inflationary periods, this method removes artificial profits induced by
inflation and presents operating results in truer, more absolute terms.
For purposes of financial reporting, the depreciation charge to earnings
for the use of capital assets is reflected on the straight-line basis, which
does not necessarily keep pace with rising replacement costs of those assets.
REPORT OF INDEPENDENT ACCOUNTANTS
PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers LLP
To the Board of Directors and Stockholders of Noland Company:
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income and retained earnings and of cash flows
present fairly, in all material respects, the financial position of Noland
Company and its subsidiary at December 31, 2000, 1999, and 1998, and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America. 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 of these statements in accordance with auditing standards
generally accepted in the United States of America which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
Virginia Beach, Virginia
February 22, 2001
Selected Quarterly Financial Data (unaudited)
(In thousands, except per share amounts)
First Quarter Second Quarter Third Quarter Fourth Quarter Year
2000 1999 2000 1999 2000 1999 2000 1999 2000 1999
Sales $120,994 $114,250 $129,131 $125,137 $124,284 $126,276 $114,305 $117,167 $488,714 $482,830
Gross Profit $ 23,875 $ 21,661 $ 24,700 $ 24,099 $ 24,184 $ 23,869 $ 25,977 $ 27,309 $ 98,736 $ 96,938
Net Income $ 2,365 $ 822 $ 2,564 $ 1,837 $ 1,991 $ 1,383 $ 2,388(A) $ 4,105(A) $ 9,308$ 8,147
Basic Earnings $ .65 $ .22 $ .70 $ .50 $ .56 $ .38 $ .67(A) $ 1.12(A) $ 2.57$ 2.22
Per Share
Diluted Earnings
Per Share $ .64 $ .22 $ .69 $ .50 $ .55 $ .37 $ .67(A) $ 1.11(A) $ 2.55$ 2.20
(A)The Company uses estimated gross profit rates to determine cost of goods
sold during interim periods. Year-end inventory adjustments to reflect
actual inventory levels are made in the fourth quarter. These adjustments
had the effect of increasing net income for the fourth quarter of 2000 and
1999 by approximately $1,632,000 ($.46 per share) and $1,729,000 ($.47 per
share), respectively.
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
Noland Company and Subsidiary
For the years ended December 31, 2000, 1999, and 1998
(In thousands, except per share amounts) 2000 1999 1998
Sales $488,714 $482,830 $465,479
Cost of Goods Sold:
Purchases and freight in 385,260 385,161 376,133
Inventory, January 1 69,839 70,570 66,470
Inventory, December 31 (65,121) (69,839) (70,570)
Cost of Goods Sold 389,978 385,892 372,033
Gross Profit on Sales 98,736 96,938 93,446
Operating Expenses 88,399 88,115 87,927
Operating Profit 10,337 8,823 5,519
Other Income:
Cash Discounts, net 4,660 4,719 4,534
Service charges 1,412 1,440 1,251
Miscellaneous 1,699 1,149 1,385
Total Other Income 7,771 7,308 7,170
Interest Expense 2,715 2,819 3,498
Income Before Income Taxes 15,393 13,312 9,191
Income Taxes 6,085 5,165 3,321
Net Income $ 9,308 $ 8,147 $ 5,870
Retained Earnings, January 1 95,524 88,561 83,875
Cash Dividends Paid ($ .32 per share) (1,168) (1,184) (1,184)
Retirement of Common Stock, Excess of Par (923) - -
Retained Earnings, December 31 $102,741 $ 95,524 $ 88,561
Basic Earnings Per Share $ 2.57 $ 2.22 $ 1.59
Diluted Earnings Per Share $ 2.55 $ 2.20 $ 1.59
The accompanying notes are an integral part of the financial statements.
CONSOLIDATED BALANCE SHEET
Noland Company and Subsidiary
December 31, 2000, 1999, and 1998
(In thousands) 2000 1999 1998
Assets
Current Assets:
Cash and cash equivalents $ 3,349 $ 2,528 $ 3,319
Accounts receivable (net of allowance for
doubtful accounts) 56,045 55,704 55,451
Inventory (net of reduction to LIFO) 65,121 69,839 70,570
Deferred income taxes 1,023 1,147 1,948
Prepaid expenses 342 236 299
Total Current Assets 125,880 129,454 131,587
Property and Equipment, at cist:
Land 13,397 13,407 13,127
Buildings 85,829 83,414 81,348
Equipment and fixtures 64,898 64,620 63,815
Property in excess of current needs 1,453 1,699 1,876
Total 165,577 163,140 160,166
Less accumulated depreciation 84,478 79,599 74,361
Total Property and Equipment, net 81,099 83,541 85,805
Assets Held for Resale 1,021 1,021 1,021
Prepaid Pension 22,983 18,618 14,847
Other Assets 977 985 1,068
$231,960 $233,619 $234,328
Liabilities and Stockholders' Equity
Current Liabilities:
Notes payable, short-term borrowings $ 8,475 $ 7,800 $ 7,500
Current maturity of long-term debt 3,022 4,398 14,872
Book overdrafts 6,680 8,403 10,525
Accounts payable 22,880 26,895 21,890
Other accruals and liabilities 12,334 13,177 10,997
Federal and state income taxes 947 1,029 535
Total Current Liabilities 54,338 61,702 66,319
Long-term Debt 26,637 28,015 32,413
Deferred Income Taxes 10,937 10,197 9,122
Accrued Postretirement Benefits 1,824 1,543 1,241
Stockholders' Equity:
Capital common stock, par value, $10;
authorized, 6,000,000 shares;
issued 3,584,758 and 3,700,876 shares 35,848 37,009 37,009
Retained earnings 102,741 95,524 88,561
Total 138,589 132,533 125,570
Less unearned compensation, stock plans 365 371 337
Stockholders' Equity 138,224 132,162 125,233
$231,960 $233,619 $234,328
The accompanying notes are an integral part of the financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
Noland Company and Subsidiary
For the years ended December 31, 2000, 1999, and 1998
(In thousands) 2000 1999 1998
Cash Flows From Operating Activities:
Net Income $ 9,308 $ 8,147 $ 5,870
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 8,222 8,450 7,977
Amortization of prepaid pension cost (4,365) (3,771) (1,973)
Deferred income taxes 864 1,876 73
(Gain) on sale of property (817) - -
Provision for doubtful accounts 1,516 1,823 1,441
Other non-cash adjustments 194 98 88
Change in operating assets and liabilities:
(Increase) in accounts receivable (1,857) (2,076) (6,908)
Decrease (increase) in inventory 4,718 731 (4,100)
(Increase) decrease in prepaid expenses (106) 63 (114)
Decrease in assets held for resale - - 220
(Increase) decrease in other assets (89) 20 (258)
(Decrease) increase in accounts payable (4,016) 5,005 860
(Decrease) increase in other accruals
and liabilities (844) 2,180 (1,280)
(Decrease) increase in federal and state
income taxes (82) 494 (338)
Increase in postretirement benefits 281 302 325
Total adjustments 3,619 15,195 (3,987)
Net cash provided by operating activities 12,927 23,342 1,883
Cash Flows From Investing Activities:
Capital expenditures (6,715) (7,018) (14,751)
Proceeds from sale of assets 1,849 894 473
Net cash used by investing activities (4,866) (6,124) (14,278)
Cash Flows From Financing Activities:
(Decrease) increase in book overdrafts (1,723) (2,122) 5,177
Short-term debt, net borrowings 675 300 1,750
Long-term borrowings 7,644 7,500 7,500
Long-term repayments (10,398) (22,372) (2,896)
Dividends paid (1,168) (1,184) (1,184)
Purchase and retirement of Common Stock (2,102) - -
Purchase of restricted stock (168) (131) (307)
Net cash (used) provided by financing
activities (7,240) (18,009) 10,040
Cash and Cash Equivalents:
Increase (decrease) during year 821 (791) (2,355)
Beginning of year 2,528 3,319 5,674
End of year $ 3,349 $ 2,528 $ 3,319
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest $ 2,646 $ 2,847 $ 3,448
Income taxes $ 6,018 $ 3,208 $ 3,790
The accompanying notes are an integral part of the financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Noland Company and Subsidiary
1. Principal Business of the Company
Noland Company is a wholesale distributor of mechanical equipment and
supplies. These products are categorized under plumbing, air conditioning,
and electrical/industrial.
Markets for these products include contractors, industrial plants,
utilities and others. The Company operates in only one segment of
business.
2. Summary of Significant Accounting Policies
a. Principles of Consolidation
The consolidated financial statements include the accounts of Noland
Company and its wholly owned subsidiary. All material intercompany
transactions have been eliminated.
The Company owns a fifty percent interest in two foreign joint ventures
and accounts for both entities under the equity method of accounting.
The aggregate investment in and results of operations from both joint
ventures are not material.
b. Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
c. Inventory
Inventory is stated at the lower of cost or market. The cost of inventory
has been principally determined by the last-in, first-out (LIFO) method
since 1974.
d. Property and Equipment
Property and equipment are valued at cost less accumulated depreciation.
Depreciation is computed by the straight-line method based on estimated
useful lives of 20 to 40 years for buildings and 3 to 10 years for
equipment and fixtures.Expenditures for maintenance and repairs are charged
to earnings as incurred. Upon disposition, the cost and related
accumulated depreciation are removed and the resulting gain or loss is
reflected in income for the period.
The Company reevaluates property, plant, and equipment whenever significant
events or changes occur which might impair recovery of recorded costs.
Impaired assets, if any, are written down to fair value.
Property in excess of current needs consists primarily of land held for
possible future expansion.
e. Income Taxes
A deferred tax asset or liability is recognized for the deferred tax
consequences of all temporary differences.
f. Cash and Cash Equivalents
The Company considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents. Due to
the short maturity period of cash and cash equivalents, the carrying amount
approximates the fair value.
Cash is maintained in bank deposit accounts which, at times, may exceed
federally insured limits. The Company has not experienced any losses in
such accounts and believes it is not exposed to any significant credit risk
on cash and cash equivalents. There are no requirements for compensating
balances.
g. Extra Compensation
All employees with at least one year of service participate in one or more
of the Company's extra compensation plans which are based on earnings
before income taxes and certain adjustments. The cost of these plans was
$2,140,000 in 2000, $2,150,000 in 1999 and $1,654,000 in 1998.
h. Unearned Compensation - Stock Plans
The Company provides a restricted stock plan for certain executives of
the Company. Under the Plan, 100,000 shares in the aggregate, limited to
10,000 shares per year, may be granted as restricted stock. Participants
may not dispose or otherwise transfer stock granted for three years from
date of grant. Restrictions lapse on 20 percent of the stock per year
beginning at the end of the third year. Upon issuance of stock under the
plan, unearned compensation equivalent to the market value at the date of
grant is charged to stockholders' equity and amortized over seven years.
Ten thousand shares were granted in 2000 and 1999 and 9,700 in 1998 with a
fair value of $170,000, $238,000, and $236,000 respectively. The amount
amortized to compensation expense in 2000, 1999 and 1998 was $136,000,
$118,000 and $88,000, respectively. In addition, 900 and 1,500 shares
were forfeited in 2000 and 1999, respectively.
Effective July 1, 1999 the Company adopted the 1999 Outside Directors Stock
Plan (the Plan) to provide incentive and award to the Company's Outside
Directors. The Common Stock Benefit Trust (the Trust), a grantor trust,
was established to provide a source of funds to meet the obligations of
the Plan. The Trust is consolidated with Noland Company. The cost of
purchased shares or par value of issued shares held by the Trust, net of
the deferred compensation expense, is shown as a reduction of stockholders'
equity. In 2000 and 1999, $20,000 and $44,000 was charged against
stockholders' equity, respectively, with $38,000 and $23,000 recorded as
director compensation, respectively.
i. Earnings Per Share
Basic earnings per share for 2000, 1999, and 1998 is calculated based on
3,614,957, 3,676,276, and 3,681,976 shares, respectively. Diluted earnings
per share is based on 3,646,517 shares for 2000 and 3,700,876 shares for
1999 and 1998. The dilutive potential shares consist of restricted stock.
j. Professional Standards
Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting
for Derivative Instruments and Hedging Activities" as amended by SFAS No.
137, is effective for periods beginning after June 15, 2000. The Company
has no derivative instruments or hedging activities.
k. Revenue Recognition
Revenue from product sales is recognized when goods are received by the
customer or the risks and rewards of ownership transfer to the customer.
3. Accounts Receivable
Accounts receivable are net of an allowance for doubtful accounts of
$1,008,000 for 2000, 1999 and 1998. Bad debt charges, net of recoveries,
were $1,041,000 for 2000, $1,042,000 for 1999 and $684,000 for 1998.
4. Inventory
Comparative year-end inventories are as follows:
(In thousands) 2000 1999 1998
Inventory, at approximate
replacement cost $ 99,762 $104,106 $103,446
Reduction to LIFO 34,641 34,267 32,876
LIFO inventory $ 65,121 $ 69,839 $ 70,570
Liquidation of certain inventory layers carried at the higher/lower costs
which prevailed in prior years as compared with the costs of 2000, 1999 and
1998 purchases had the effect of increasing 2000 and 1999 net income
$232,000 ($.06 per share) and $47,000 ($.01 per share) and decreasing 1998
net income $150,000 ($.04 per share).
5. Notes Payable
a. Short-term Borrowings:
Amounts payable to banks at December 31, 2000, 1999 and 1998 were
$8,475,000, $7,800,000 and $7,500,000, respectively. The average interest
rate, which is based on existing Federal Funds rates, was 7.1 percent at
December 31, 2000, 5.4 percent at December 31, 1999, and 5.2 percent at
December 31, 1998. The carrying amount of these short-term borrowings
approximates fair value because of the short maturity of the borrowings.
The Company had unused lines of credit totaling $39.7 million at
December 31, 2000.
b. Long-term Debt:
(In thousands) 2000 1999 1998
Promissory note, 9.6% interest payable
quarterly, $1,850,000 due June 2000
with balance due June 2001. (1) $ 1,950 $ 3,800 $ 5,650
Promissory note, 6.6% interest
plus $83,333 principal payable
monthly 2001 through 2002. (1) 2,000 3,000 4,000
Promissory note, variable interest
payable weekly principal due
March 30, 1999. (1) - - 10,000
Promissory note, variable interest
payable monthly (7.1% at December
31, 2000), principal due August
2002. (2) 15,000 15,000 15,000
Industrial revenue financings, variable
interest payable quarterly (5.1% at
December 31, 2000) with varying
maturities from 2001 to 2009. (1) (3) 10,075 10,075 12,050
Other 634 538 585
29,659 32,413 47,285
Less current maturities 3,022 4,398 14,872
$26,637 $28,015 $32,413
(1) Subject to agreements that require the Company to maintain not less than
$55,000,000 in working capital and not less than a 1.75-to-1 year-end
current ratio. Cash dividends cannot exceed 50 percent of earnings,
excluding net gains on disposition of capital assets, reckoned
accumulatively from January 1, 1986. Earnings retained since that date not
restricted under this provision amount to $20,480,000.
(2) The Company has an unsecured term revolver loan with a committed amount of
$15,000,000. The Company may pay down and reborrow within the committed
amount without penalty except for a non-usage fee if the average usage for
a 90 day period is less than 50 percent.
(3) Industrial Development Revenue Refunding Bonds are callable at the option
of the bondholders upon giving seven days notice to the Trustee. The
maturity date of these bonds was extended for five years in 2000. The
carrying value of these bonds is a reasonable estimate of fair value as
interest rates are based on prevailing market rates. To ensure payment
of the long-term refunding bonds the Company has caused to be delivered to
the Trustee an irrevocable, direct pay letter of credit in favor of the
Trustee in the amount of $10,440,000. The contract amount of the letter
of credit is a reasonable estimate of its fair value as the rate is fixed
over the life of the commitment. No material loss is anticipated due to
nonperformance by the counterparties to those agreements.
At December 31, 1998, the Company was not in compliance with a loan
covenant on a $10,000,000 promissory note. The lender permanently waived
non-compliance and the loan was retired on March 30, 1999.
The face value of the remaining $19.6 million of long-term debt
approximated the fair value at December 31, 2000.
Annual maturities of long-term debt for the five years subsequent to
December 31, 2000, are as follows: 2001, $3,022,000; 2002, $16,466,000;
2003, $24,000; 2004, $24,000; 2005, $1,524,000.
6. Postretirement Benefits
The following tables reconcile the plan's change in benefit obligation and
show the plan's funded status at December 31, 2000 1999, and 1998.
(In thousands) 2000 1999 1998
Change in benefit obligation
Benefit obligation at the end
of the prior year $ 4,348 $ 4,869 $ 4,654
Service cost 47 55 50
Interest cost 330 316 320
Plan participants' contributions 66 71 68
Actuarial loss (gain) 60 (602) 144
Benefit payments (365) (361) (337)
Benefit obligation at year end $ 4,486 $ 4,348 $ 4,869
Reconciliation of funded status
Funded status $(4,486) $(4,348) $(4,869)
Unrecognized net actuarial loss 220 160 780
Unrecognized transition obligation 2,442 2,645 2,848
Accrued cost $(1,824) $(1,543) $(1,241)
The discount rate used to calculate the benefit obligation was 7.60 percent
for 2000, 8.00 percent for 1999, and 6.75 percent for 1998. There are no plan
assets. Employer paid benefits are limited to a fixed reimbursement allowance
based on years of service at retirement. No health care cost trend assumption
is necessary.
The components of the provision for net periodic postretirement benefit
costs are:
(In thousands) 2000 1999 1998
Service cost $ 47 $ 55 $ 50
Interest cost $ 330 $ 316 $ 320
Net amortization $ 204 $ 222 $ 224
Net postretirement benefit cost $ 581 $ 593 $ 594
7. Retirement Plan
The following tables reconcile the plan's change in benefit obligation and
change in plan assets and show the funded status at December 31, 2000,
1999 and 1998.
(In thousands) 2000 1999 1998
Change in benefit obligation
Benefit obligation at the end
of the prior year $ 37,518 $ 42,903 $ 39,768
Service cost 862 1,222 1,159
Interest cost 2,853 2,755 2,734
Actuarial loss (gain) 1,160 (6,556) 1,832
Benefit payments (1,173) (2,806) (2,590)
Benefit obligation at year end $ 41,220 $ 37,518 $ 42,903
Change in plan assets
Fair value of plan assets at
beginning of year $ 79,798 $ 77,153 $ 66,243
Actual return on plan assets (1,133) 5,451 13,500
Benefits paid (1,173) (2,806) (2,590)
Fair value of plan assets at
year end $ 77,492 $ 79,798 $ 77,153
Reconciliation of funded status
Funded status $ 36,270 $ 42,280 $ 34,250
Unrecognized net actuarial (gain) (13,287) (23,662) (19,403)
Prepaid benefit $ 22,983 $ 18,618 $ 14,847
Weighted-average assumptions as of the end of the year were:
2000 1999 1998
Discount rate 7.60% 8.0% 6.75%
Rate of compensation increase 4.0% 4.0% 4.0%
Expected return on plan assets 7.75% 8.25% 8.25%
The components of the credits for the net periodic pension benefit are:
(In thousands) 2000 1999 1998
Service cost $ 862 $ 1,222 $ 1,159
Interest cost 2,853 2,755 2,734
Expected return on plan assets (6,095) (6,266) (5,365)
Amortization of prior service cost - - 312
Amortization of net
actuarial (gain)
(1,985) (1,482) (813)
Net pension benefit $(4,365) $(3,771) $(1,973)
8. Income Taxes
The components of income tax expense are as follows:
(In thousands) 2000 1999 1998
Federal:
Current $ 4,372 $ 3,368 $ 2,583
Deferred 643 1,017 247
State:
Current 849 606 451
Deferred 221 174 40
Total $ 6,085 $ 5,165 $ 3,321
The components of the net deferred tax liability are:
(In thousands) 2000 1999 1998
Current deferred (assets)
Accounts receivable $ (287) $ (190) $ (95)
Inventory (103) (338) (1,237)
Accrued vacation (633) (619) (616)
Total net current deferred (asset) (1,023) (1,147) (1,948)
Noncurrent deferred (assets) liabilities
Property and equipment 3,913 4,349 4,435
Pension asset 8,709 7,006 5,587
Postretirement benefit liability (691) (581) (467)
Other (994) (577) (433)
Total net non current deferred
liability 10,937 10,197 9,122
Net deferred liability $ 9,914 $ 9,050 $ 7,174
The reasons for the difference between total tax expense and the amount
computed by applying the statutory federal income tax rate to income
before income taxes are as follows:
(In thousands) 2000 1999 1998
Statutory rate applied to
pretax income $ 5,288 $ 4,526 $ 3,125
State income taxes, net
of federal tax benefit 590 496 297
Other 207 143 (101)
Total tax expense $ 6,085 $ 5,165 $ 3,321
9. Lease Commitments
The Company leases some of the warehouse and office facilities used in its
business. These leases have varying expiration dates and often include
renewal and purchase options. Certain leases require the Company to pay
escalations in cost over base amounts for taxes, insurance, or other
operating expenses incurred by lessor. The corporate office is leased
from a related party for an annual rent of $260,000.
Rental expense under operating leases for 2000, 1999, and 1998 was
$1,528,000, $1,558,000 and $1,553,000, respectively.
Minimum payments due for years after 2000 under noncancelable operating
leases are $1,478,000 in 2001, $1,298,000 in 2002, $1,217,000 in 2003,
$903,000 in 2004 and $1,940,000 thereafter.
10. Common Stock
The Board of Directors authorized the repurchase and retirement of up to
250,000 shares of the Company's outstanding common stock. A total of
117,996 shares, at a cost of $2,100,000, were retired in 2000.
11. Concentration of Credit Risk
The Company sells its products to all major areas of construction and
manufacturing markets throughout the Southern United States. When the
Company grants credit, it is primarily to customers whose ability to pay
is dependent upon the construction and manufacturing industry economics
prevailing in the Southern United States; however, concentrations of credit
risk with respect to trade accounts receivable are limited due to the large
number of customers comprising the Company's customer base. The Company
performs ongoing credit evaluations of its customers and in certain
situations requires collateral. The Company maintains allowances for
potential credit losses, and such losses have been within management's
expectations.
12. Contingencies
The Company is a defendant in various lawsuits arising in the normal course
of business. In the opinion of management, the outcome of these lawsuits
will not have a material adverse effect on the Company's financial position
or results of operations.
TEN-YEAR REVIEW OF SELECTED FINANCIAL DATA (Unaudited)
Noland Company and Subsidiary
(Dollar amounts in thousands,
except per share data) 2000 1999 1998
Income Statement Data
Sales $488,714 $482,830 $465,479
Gross Profit 98,736 96,938 93,446
Operating Expenses 88,399 88,115 87,927
Operating Profit (Loss) 10,337 8,823 5,519
Interest Expense 2,715 2,819 3,498
Interest Expense as Percent
of Total Assets 1.2 1.2 1.5
Income (Loss) Before Income Taxes 15,393 13,312 9,191
Pretax Profit as Percent of Sales 3.1 2.8 2.0
Income Taxes Payable (Receivable) 6,085 5,165 3,321
Effective Tax Rate 39.5 38.8 36.1
Net Income (Loss) 9,308 8,147 5,870
Income Paid to Stockholders
(Cash Dividends) 1,168 1,184 1,184
Income Reinvested 8,140 6,963 4,686
Property and Equipment Expenditures 6,715 7,018 14,751
Depreciation and Amortization 8,222 8,450 7,977
Balance Sheet Data
Stockholders' Equity 138,224 132,162 125,233
Working Capital 71,543 67,752 65,268
Current Ratio 2.3 2.1 2.0
Total Assets 231,960 233,619 234,328
Long-term Debt 26,637 28,015 32,413
Borrowed Funds 38,134 40,213 54,785
Borrowed Funds as Percent
of Total Assets 16.4 17.2 23.4
Total Liabilities as Percent
of Total Assets 40.4 43.4 46.6
Per Share Data
Diluted Earnings (Loss) 2.55 2.20 1.59
Cash Dividends Paid to Stockholders .32 .32 .32
Stockholders' Equity (Book Value) 38.56 35.71 33.84
Return on Average Stockholders'
Equity 6.9 6.3 4.8
Stock Price Range:
Average High 19.09 22.95 27.17
Average Low 14.98 18.25 22.27
Number of Employees at December 31 1,492 1,512 1,554
Number of Branches at December 31 102 100 106
Supplemental Information
The Company elected the LIFO method of inventory valuation in 1974.
The above information (i.e., gross profit, income and taxes) is stated on that
basis. Had the Company used the FIFO method, the results would have been:
Gross Profit 99,116 98,329 93,827
Income (Loss) Before Income Taxes 15,767 14,703 9,572
Income Taxes Payable (Receivable) 6,228 5,705 3,455
Net Income (Loss) 9,539 8,998 6,117
Net Income (Loss) Per Share 2.62 2.43 1.65
Stockholders' Equity (Book Value)
Per Share 43.67 39.71 37.99
Return on Average Stockholders'
Equity 6.3 6.3 4.3
1997 1996 1995 1994 1993 1992 1991
$464,965 $465,705 $469,512 $440,202 $402,941 $412,086 $384,535
93,753 90,789 89,087 86,166 77,306 77,265 71,000
87,659 84,383 83,389 78,259 74,692 73,227 74,355
6,094 6,406 5,698 7,907 2,614 4,038 (3,355)
3,078 2,828 3,239 2,626 2,422 3,058 3,724
1.4 1.3 1.5 1.2 1.2 1.7 2.0
8,884 9,657 8,237 10,568 5,291 6,610 (1,203)
1.9 2.1 1.8 2.4 1.3 1.6 NA
3,341 3,794 3,290 4,341 1,996 2,518 (478)
37.6 39.3 39.9 41.1 37.7 38.1 (39.7)
5,543 5,863 4,947 6,227 3,295 4,092 (725)
1,184 1,184 1,036 888 888 888 1,702
4,359 4,679 3,911 5,339 2,407 3,204 NA
9,339 10,890 9,735 10,858 7,611 6,191 7,075
6,890 6,868 6,655 6,232 6,178 6,365 6,543
120,767 116,292 111,688 107,865 102,596 100,189 96,985
75,845 77,379 71,889 65,575 65,203 65,509 64,433
2.6 2.6 2.4 2.0 2.3 2.8 2.6
218,448 219,885 213,520 217,085 201,029 185,372 189,072
39,784 45,039 41,611 36,914 38,505 40,511 42,898
48,430 54,267 45,332 53,130 47,485 46,097 54,299
22.2 24.7 21.2 24.5 23.6 24.9 28.7
44.7 47.1 47.7 50.3 48.9 46.0 48.7
1.50 1.58 1.34 1.68 .89 1.11 (.20)
.32 .32 .28 .24 .24 .24 .46
33.63 31.42 30.18 29.15 27.72 27.07 26.21
4.7 5.1 4.5 5.9 3.2 4.2 NA
24.59 21.81 21.31 20.94 18.13 16.13 14.88
21.72 18.89 18.38 17.56 15.06 13.91 12.25
1,606 1,692 1,655 1,741 1,683 1,720 1,704
107 107 99 99 93 93 92
92,713 90,582 91,187 86,404 77,318 76,541 70,888
7,844 9,450 10,337 10,806 5,303 5,886 (1,315)
2,949 3,714 4,124 4,441 2,000 2,226 (495)
4,895 5,736 6,213 6,365 3,303 3,660 (820)
1.32 1.55 1.68 1.72 .89 .99 (.22)
37.32 36.32 34.39 33.69 32.21 31.19 30.81
3.6 4.4 4.9 5.2 2.8 3.2 NA
Final (as of 3/2/01) Inside Back Cover Info
Shareholder and Investor Information
Corporate Information
Corporate Headquarters:
Noland Company
80 29th Street
Newport News, Virginia 23607
(757) 928-9000
Wholly Owned Subsidiary:
Noland Properties, Inc.
400 Wachovia Bank Building
2700 Washington Avenue
Newport News, Virginia 23607
(757) 247-8200
Investor Inquiries or Request for Form 10-K:
Richard L. Welborn
Assistant Vice President-Finance and Tax Administrator
80 29th Street
Newport News, Virginia 23607
(757) 928-9000
Auditors:
PricewaterhouseCoopers LLP
One Columbus Center
Suite 400
Virginia Beach, Virginia 23462
Legal Counsel:
Hunton & Williams
P.O. Box 1535
Richmond, Virginia 23212
Noland on the Internet:
For the latest financial news, career opportunities and other Company
information, visit us on the Internet at: www.noland.com
Stock Information
The Company's common stock is traded over the counter as part of NASDAQ's
National Market System (symbol: NOLD). On March 15, 2001, the approximate
number of holders of record of the Company's common stock was 1500.
Market Prices:
The following table sets forth the reported high and low prices for the common
stock on the NASDAQ system:
High Low
2000
Qtr. 4 $18.75 $17.25
Qtr. 3 $20.13 $16.50
Qtr. 2 $19.00 $13.50
Qtr. 1 $18.50 $12.69
1999
Qtr. 4 $20.19 $16.50
Qtr. 3 $21.00 $18.00
Qtr. 2 $21.75 $18.50
Qtr. 1 $28.88 $20.00
P/E Ratio:*
High Low
2000 7 6
1999 10 8
*Based on final, full-year diluted earnings
Dividend Policy:
Noland has paid regular cash dividends for 68 consecutive years; and, while
there can be no assurance as to future dividends because they are dependent on
earnings, capital requirements and financial condition, the Company intends to
continue that policy. Dividend payments are subject to the restrictions
described in the Notes to the Consolidated Financial Statements.
Dividends Paid:
The Company paid quarterly dividends of $.08 per share in each quarter of 2000
and 1999.
Registrar:
Noland Company
Transfer Agent:
Continental Stock Transfer and Trust Company
2 Broadway
New York, New York 10004
(212) 509-4000
Annual Meeting:
April 25, 2001, 9:00 a.m.
Noland's Corporate Headquarters
Newport News, Virginia