<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended June 30, 2000 Commission File Number 0-13147
------------- -------
LESCO, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 34-0904517
------------------------------ --------------------------------------
State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
20005 Lake Road
Rocky River, Ohio 44116
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(440) 333-9250
---------------------------------
(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 twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the latest practical date.
Outstanding at
Class July 26, 2000
-------------------------------- -----------------
Common shares, without par value 8,527,858 shares
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<TABLE>
<CAPTION>
LESCO, INC.
CONSOLIDATED BALANCE SHEETS
June 30 June 30 December 31
(In thousands except share data) 2000 1999 1999
----------- --------- ---------
(unaudited) (audited)
ASSETS
<S> <C> <C> <C>
CURRENT ASSETS:
Cash $ 4,055 $ 2,473 $ 2,110
Accounts receivable -- net 91,019 80,874 67,759
Inventories
Raw material 5,043 9,890 7,886
Work in process/finished goods 110,449 100,581 92,785
----------- --------- ---------
Total Inventories 115,492 110,471 100,671
Deferred income taxes 1,672 1,852 1,154
Prepaid expenses and other assets 3,111 2,284 5,480
----------- --------- ---------
TOTAL CURRENT ASSETS 215,349 197,954 177,174
Property, Plant and Equipment 85,795 75,343 81,573
Less allowance for depreciation and amortization (39,269) (32,036) (35,412)
----------- --------- ---------
Net Property, Plant and Equipment 46,526 43,307 46,161
Other Assets 8,959 9,084 9,448
----------- --------- ---------
TOTAL ASSETS $ 270,834 $ 250,345 $ 232,783
=========== ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 72,087 $ 69,859 $ 33,923
Other current liabilities 11,939 10,947 10,269
Current portion of debt 5,100 18,500 100
----------- --------- ---------
TOTAL CURRENT LIABILITIES 89,126 99,306 44,292
Long-term debt 80,454 63,743 95,199
Deferred income taxes 2,888 1,967 2,750
SHAREHOLDERS' EQUITY:
Preferred shares-- without par value--
authorized 500,000 shares
Common shares--without par value--
19,500,000 shares authorized; 8,572,462 shares issued
and 8,526,858 outstanding at June 30, 2000, 8,458,521
at June 30, 1999, 8,499,093 at December 31, 1999 857 846 854
Paid-in capital 34,131 32,492 33,594
Retained earnings 65,108 53,126 57,610
Less treasury shares 45,604 at June 30, 2000, 19,075 at (829) (59) (684)
June 30, 1999, 37,317 at December 31, 1999
Unearned compensation (901) (1,076) (832)
----------- --------- ---------
TOTAL SHAREHOLDERS' EQUITY 98,366 85,329 90,542
----------- --------- ---------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 270,834 $ 250,345 $ 232,783
=========== ========= =========
</TABLE>
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<TABLE>
<CAPTION>
LESCO, INC.
CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
Three Months Ended June 30 Six Months Ended June 30
--------------------------- ---------------------------
(In thousands except per share data) 2000 1999 2000 1999
--------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales $ 158,288 $ 150,716 $ 257,166 $ 233,769
Cost of sales 102,328 99,524 168,199 153,903
--------- --------- --------- ----------
GROSS PROFIT ON SALES 55,960 51,192 88,967 79,866
Warehouse & delivery expense 12,381 11,115 21,090 19,043
Selling, general & administrative expense 26,302 24,910 51,670 47,345
--------- --------- --------- ----------
38,683 36,025 72,760 66,388
--------- --------- --------- ----------
INCOME FROM OPERATIONS 17,277 15,167 16,207 13,478
Other deductions (income):
Interest expense 1,644 1,407 3,662 2,942
Joint venture results (121) 20 (121) 303
Other - net (806) (943) (1,460) (1,506)
--------- --------- --------- ----------
717 484 2,081 1,739
--------- --------- --------- ----------
Income Before Income Taxes 16,560 14,683 14,126 11,739
Income taxes 6,600 5,726 5,361 4,578
--------- --------- --------- ----------
NET INCOME $ 9,960 $ 8,957 $ 8,765 $ 7,161
========= ========= ========= ==========
BASIC EARNINGS PER SHARE $ 1.18 $ 1.07 $ 1.04 $ 0.85
========= ========= ========= ==========
DILUTED EARNINGS PER SHARE $ 1.16 $ 1.04 $ 1.02 $ 0.84
========= ========= ========= ==========
CASH DIVIDENDS PER SHARE $ 0.15 (a) $ 0.14 (b) $ 0.15 (a) $ 0.14 (b)
========= ========= ========= ==========
</TABLE>
(a) Represents a dividend of $0.15 per share declared in June 2000 and paid in
July 2000.
(b) Represents a dividend of $0.14 per share declared in June 1999
and paid in June 1999.
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<TABLE>
<CAPTION>
LESCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
Six Months Ended
June 30
----------------------------------
(In thousands) 2000 1999
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 8,765 $ 7,161
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 4,419 3,240
Increase in accounts receivable (24,867) (16,834)
Provision for uncollectible accounts receivable 1,607 1,318
Increase in inventories (14,821) (23,809)
Increase in accounts payable 38,164 33,721
Increase in other current items 3,521 5,288
Other 265 (105)
--------- ---------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 17,053 9,980
INVESTING ACTIVITIES:
Purchase of property, plant and equipment - net (4,489) (7,469)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (4,489) (7,469)
FINANCING ACTIVITIES:
Proceeds from borrowings 127,400 57,400
Payments on borrowings (137,145) (58,955)
Issuance of common shares 394 860
Cash dividends (1,268) (1,184)
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES (10,619) (1,879)
--------- ---------
Net increase in cash 1,945 632
Cash - Beginning of the period 2,110 1,841
--------- ---------
CASH - END OF THE PERIOD $ 4,055 $ 2,473
========= =========
</TABLE>
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LESCO, INC.
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE A - Basis of Presentation
------------------------------
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles in the United States for interim
financial information and with the requirements of Regulation S-X and Form 10-Q.
The statements reflect all adjustments, consisting only of normal recurring
accruals, which are, in the opinion of management, necessary for a fair
presentation of the results for interim periods. For further information, refer
to the audited financial statements and footnotes thereto for the year ended
December 31, 1999 included in the Company's Form 10-K.
In the first quarter 2000, the deferred tax valuation allowance related to Tri
Delta Fertilizer, Inc.'s net operating loss carryforward was reversed because
realization of such deferred tax assets is considered "more likely than not".
Operating results for the six months ended June 30 are not necessarily
indicative of the results to be expected for the year due to the seasonal nature
of the Company's business.
NOTE B - Earnings per Share
---------------------------
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Three Months Ended June 30 Six Months Ended June 30
(In thousands except share data) 2000 1999 2000 1999
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Numerator:
Net Income $ 9,960 $ 8,957 $8,765 $7,161
Denominator:
Denominator for basic
earnings per share -
weighted average shares 8,459,063 8,398,410 8,457,288 8,387,504
Effect of dilutive securities:
Employee stock options 123,181 234,379 143,355 177,927
Restricted shares 8,757 8,757
--------- --------- --------- ---------
Diluted potential common shares 131,938 234,379 152,112 177,927
Denominator for diluted
earnings per share - adjusted
weighted average share and
assumed conversions 8,591,001 8,632,789 8,609,400 8,565,431
Earnings per share
Basic $1.18 $1.07 $1.04 $0.85
Diluted $1.16 $1.04 $1.02 $0.84
</TABLE>
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NOTE C - Segment Information
----------------------------
As a result of the Company's reorganization announced in January 2000, the
Company elected to change the reporting of its business segments as of January
1, 2000, and restated its prior years' presentation to conform to the revised
segment reporting. The Company changed from one reportable segment to four
reportable operating segments to include Product Supply, Lawn Care, Golf and
Corporate, which are defined based on management responsibility.
The Product Supply division manufactures and distributes fertilizers,
combination products, and turfgrass seed and is also responsible for purchasing
raw materials in addition to purchasing and distributing turf protection
products, turf care equipment and related parts, and golf course accessories.
The Product Supply division sells exclusively to the Lawn Care and Golf
divisions of the Company.
The Lawn Care division operates 234 LESCO Service Centers(R), which enable the
Company to market its products on a localized basis. The primary products sold
by the Lawn Care division are turf care products, including turf control
products, fertilizer, grass seed and equipment. The Service Centers market and
sell its products principally to smaller lawn care companies, landscapers,
nurseries, municipalities, churches and condominium associations. This division
also markets and sells its products to large national and regional lawn care
customers through a separate group of sales representatives. This division
distributes selected products through Home Depot stores in the South,
Mid-Atlantic and Northeast areas of the country in addition to selling a
consumer line of lawncare products to nationwide retail stores under several
brand names, including TruGreen, ChemLawn and Barefoot.
The Golf division markets and sells its products to private and public golf
courses and other customers having large turf areas through salesmen who operate
a fleet of 75 LESCO Stores-on-Wheels(R). The primary products sold by the Golf
division are turf care products, including turf control products, fertilizer,
grass seed and equipment. These trucks are well-stocked with a wide variety of
turf care products and golf course accessories which are sold directly from the
trucks. The Golf division has conventional sales representatives strategically
located in the various markets to help support the Stores-on-Wheels and sell to
national golf customers. In addition, this division markets its products
internationally principally through foreign distributors.
The Corporate division includes the administrative functions of the Company,
which support the Product Supply, Lawn Care and Golf divisions and include
Administration, Finance, Information Services, Legal and Human Resources.
The Company is principally engaged in the manufacturing and marketing of turf
care products to the professional sector of the green industry. There are no
significant intervening events, which materially affected the financial
statements. The Company measures segment profit as operating profit. Net assets
is defined as the sum of net accounts receivable, inventory, and net property,
plant, and equipment less accounts payable. Management utilizes this information
as a basis to calculate the divisional return of capital employed. Depreciation
and operating leases for specific Product Supply assets are allocated to
Corporate for operating profit measures. Information on segments are as follows
(in thousands):
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<TABLE>
<CAPTION>
For the Three Months Ended June 30, 2000
--------------------------------------------------------------------------------------
Product Lawn Elimination &
Supply Care Golf Corporate Consolidated
--------------- --------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Net Sales from External Customers $ 111,921 $ 46,367 $ 158,288
Intersegment Net Sales $ 118,328 $(118,328)
Operating Profit 4,420 16,045 6,058 (9,246) 17,277
Total Assets 98,812 101,082 39,628 31,312 270,834
Net Assets $ 26,725 $ 101,082 $ 39,628 $ 13,515 $ 180,950
<CAPTION>
For the Three Months Ended June 30, 1999
-------------------------------------------------------------------------------------
Product Lawn Elimination &
Supply Care Golf Corporate Consolidated
--------------- ------------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Net Sales from External Customers $ 105,628 $ 45,088 $ 150,716
Intersegment Net Sales $ 99,863 $ (99,863)
Operating Profit 1,199 15,495 5,378 (6,905) 15,167
Total Assets 77,531 109,542 33,457 29,815 250,345
Net Assets $ 7,671 $ 109,542 $ 33,457 $ 14,123 $ 164,793
<CAPTION>
For the Six Months Ended June 30, 2000
--------------------------------------------------------------------------------------
Product Lawn Elimination &
Supply Care Golf Corporate Consolidated
------------- ------------- ------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Net Sales from External Customers $ 188,046 $ 69,120 $ 257,166
Intersegment Net Sales $ 179,019 $(179,019)
Operating Profit 3,899 23,482 6,169 (17,343) 16,207
Total Assets 98,812 101,082 39,628 31,312 270,834
Net Assets $ 26,725 $ 101,082 $ 39,628 $ 13,515 $ 180,950
<CAPTION>
For the Six Months Ended June 30, 1999
-------------------------------------------------------------------------------------
Product Lawn Elimination &
Supply Care Golf Corporate Consolidated
--------------- ------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Net Sales from External Customers $ 169,000 $ 64,769 $ 233,769
Intersegment Net Sales $ 154,551 $(154,551)
Operating Profit 1,564 19,700 4,852 (12,638) 13,478
Total Assets 77,531 109,542 33,457 29,815 250,345
Net Assets $ 7,671 $ 109,542 $ 33,457 $ 14,123 $ 164,793
</TABLE>
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LESCO, INC.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
Results of Operations
---------------------
Sales for the second quarter ended June 30, 2000 increased $7.6 million to
$158.3 million from $150.7 million in 1999, a 5.0% increase. Sales for the first
six months of 2000 increased 10.0% to $257.2 million from $233.8 million in
1999. The increase in sales for both the second quarter and first six months is
due primarily to volume increases and selective price increases in the Lawn Care
and Golf divisions in 2000 compared to 1999. Net sales for the second quarter
and first six months 2000 compared to 1999 increased 18.5% and 15.8% for the
Product Supply division, 6.0% and 11.3% for the Lawn Care division and 2.8% and
6.7% for the Golf division respectively.
Gross profit, as a percentage of sales, was 35.4% for the second quarter ended
June 30, 2000 compared to 34.0% in 1999. For the first six months, gross profit
as a percent of sales was 34.6% in 2000 compared to 34.2% in 1999. Gross profit
increases occurred in all major product categories with the exception of
equipment for the second quarter and all major product categories for the first
six months ended June 30. The increase in gross profit, as a percent of sales,
for the second quarter was due primarily to a decrease in purchased costs
relating to sales growth incentives (1.4%) and the positive effect of a
favorable product mix (.3%). However, the second quarter gross profit increase,
as a percent of sales, was reduced due to lower than anticipated production
levels associated with the start-up of the NovexTM plant (.6%). The increase in
gross profit, as a percent of sales, for the first six months of 2000 was
primarily due to a decrease in control product inventory costs relating to sales
growth incentives (1.1%) and the effect of a favorable product mix (.5%), which
was offset by lower than anticipated production levels associated with the
start-up of the NovexTM plant (.7%), and increased reserves for obsolete
inventory (.3%).
Delivery and warehouse expenses, as a percent of sales, slightly increased to
7.8% for the second quarter ended June 30, 2000 from 7.4% in the second quarter
1999. This increase is primarily due to a larger reduction of the intracompany
delivery and warehousing costs as a result of a higher change in inventory
levels for the second quarter 2000 compared to the second quarter 1999. Delivery
and warehouse expenses remained relatively unchanged as a percent of sales for
the first six months 2000 compared to 1999.
Selling, general and administrative expenses increased by $1.4 million, a 5.6%
increase, to $26.3 million for the second quarter 2000 compared to $24.9 million
in the second quarter 1999. For the six months ended, selling, general and
administrative expenses increased $4.4 million, a 9.1% increase to $51.7 million
for 2000 compared to $47.3 million for 1999. As a percent of sales, selling,
general and administrative expenses increased slightly for the second quarter
and decreased slightly for the six months ended June 30, 2000 to 20.1% compared
to 20.3% in 1999. Selling, general and administrative expenses increased,
primarily due to an increase in sales and administrative support personnel added
in the latter half of 1999 and the first half of 2000 to support the continuing
business growth.
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Interest expense increased to $1.6 million in the second quarter 2000 from $1.4
million in 1999 and increased to $3.7 million in the first six months 2000 from
$2.9 million in 1999. This increase was primarily due to higher average levels
of outstanding debt and higher average interest rates in 2000 compared to 1999.
In 2000, average borrowings were higher due to higher inventory levels and
higher levels of accounts receivable due to early order programs and increased
first half 2000 sales.
The Company's share of Commercial Turf Products, Ltd. (CTP), the Company's 50%
owned equity investment, income was $170,000 in the second quarter 2000 (prior
to elimination) compared to $20,000 loss in the second quarter 1999. For the six
months ended June 30, 2000, the Company's share of CTP's income was $619,000
(prior to elimination) compared to a $303,000 loss in 1999. The Company was able
to recognize $121,000 of income for both the second quarter and the first six
months 2000 as inventory purchased from CTP in 2000 was sold. The remainder of
the equity income was eliminated due to the purchased inventory from CTP
remaining on hand as of June 30, 2000. The improvement in CTP's performance was
primarily attributable to increased production volumes from year to year.
Other-net is primarily customer finance charges which totaled $444,000 in the
second quarter 2000 and $625,000 in 1999. For the six months ended June 30,
2000, customer finance charges were $1,080,000 compared to $1,247,000 in 1999.
Customer finance charges decreased primarily due to improved collections of
early order program receivables, which were due in May and June 2000, compared
to 1999.
Income tax expense increased by $874,000, a 15.3% increase, to $6.6 million for
the second quarter 2000 compared to $5.7 million in the second quarter 1999. For
the first six months ended June 30, 2000, income tax expense increased by
$783,000, a 17.1% increase, to $5.4 million compared to $4.6 million in 1999.
Income taxes were calculated at 39.6% for 2000 compared to 39% in 1999 due to
the impact of projected increased earnings and therefore, rate increases. In the
first quarter 2000, the valuation allowance related to Tri Delta Fertilizer,
Inc.'s net operating loss carryforward was reversed because realization of such
deferred tax assets is considered "more likely than not".
Product Supply Division - Net sales for the Product Supply division were $118.3
million for the second quarter 2000 compared to $99.9 million in the second
quarter 1999. Net sales were $179.0 million for the first six months 2000, an
increase of $24.4 million, compared to $154.6 million in 1999. These increases
were due to higher sales volumes to the Lawn Care and Golf divisions to support
the seasonal inventory requirements for the first half and projected third
quarter sales volumes. Operating profit was $4.4 million for the second quarter
2000 compared to a $1.2 million operating profit for the second quarter 1999 and
$3.9 million for the first six months 2000 compared to $1.6 million in 1999. The
operating profit increases are due primarily to higher levels of purchased cost
savings through vendor rebate programs.
Lawn Care Division - Net sales for the Lawn Care division were $111.9 million
for the second quarter 2000 compared to $105.6 million in the second quarter
1999. Net sales were $188.0 million for the first six months 2000, an increase
of $19.0 million, compared to $169.0 million in 1999. These increases were due
primarily to an increase in service center sales, driven by volume and selective
price increases, where same store sales for the second quarter 2000 compared to
1999 were relatively unchanged but were 6.8% higher year to date. Retail sales
also had a significant impact on sales in the second quarter 2000 with a 30.1%
increase compared to the second quarter 1999 and a 41.3% increase in the first
half 2000 compared to 1999. Operating profit was $16.0 million for the second
quarter 2000 compared to $15.5 million in the second quarter 1999. For the first
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six months 2000, operating profit was $23.5 million, a $3.8 million increase
over 1999's operating profit of $19.7 million. The operating profit increase was
due primarily to increased gross margins due to lower costs and favorable
product mix.
Golf Division - Net sales for the Golf division were $46.4 million for the
second quarter 2000 compared to $45.1 million in the second quarter 1999. Net
sales were $69.1 million for the first six months 2000, an increase of $4.3
million from $64.8 million in 1999. These increases were due primarily to an
increase in Stores-on-Wheels sales, driven by volume and selective price
increases, for both the second quarter and first half 2000 compared to 1999.
Operating profit was $6.1 million for the second quarter 2000 compared to $5.4
million for the second quarter 1999. For the first six months 2000, operating
profit was $6.2 million, a $1.3 million increase over 1999's operating profit of
$4.9 million. The operating profit increases were due primarily to increased
gross margin and decreased selling, general and administrative costs as a
percent of sales.
Liquidity and Capital Resources
-------------------------------
As of June 30, 2000, total assets of the Company were $270.8 million compared to
$250.3 million as of June 30, 1999 and $232.8 million as of December 31, 1999.
The asset increase from June 30, 1999 to June 30, 2000 is primarily related to
working capital increases and increases in property, plant and equipment, while
the increase from December 31, 1999 is due primarily to seasonality of the
business. Net accounts receivable were $91.0 million as of June 30, 2000
compared to $80.9 million as of June 30, 1999, a 12.5% increase and $67.8
million as of December 31, 1999, a 34.3% increase. Compared to a year ago, net
accounts receivable increase was due primarily to an increase in accounts
receivable trade of 8.3% which was less than a 10.5% sales increase which is
primarily due to the improved focus on the management and collection of trade
receivables. The additional increase in net accounts receivable is due to other
receivables relating to an increase in vendor sales growth incentive programs.
The increase in net accounts receivable from December 31, 1999 to June 30, 2000
reflect the business seasonality. Inventories were $115.5 million as of June 30,
2000 compared to $110.5 million as of June 30, 1999, and $100.7 million as of
December 31, 1999. The increase in inventory compared to June 30, 1999 was due
primarily to higher turfseed and equipment-related inventories while the
increase from December 31, 1999 was due primarily to the Company's seasonal
build for anticipated sales.
Funding for the asset changes was provided primarily by an increase in accounts
payable and an increase in borrowings under the Company's credit facilities. The
Company's long-term debt increased to $80.5 million as of June 30, 2000 compared
to $63.7 million as of June 30, 1999, through additional borrowings under the
Company's credit facility. Accounts payable increased to $72.1 million as of
June 30, 2000 from $69.9 million as of June 30, 1999 and $33.9 million as of
December 31, 1999. The increase in accounts payable from June 1999 to June 2000
was due primarily to inventory purchases related to year to year sales volume
increases. The December 1999 to June 2000 increase reflects seasonal supplier
deferred payment programs which are due in the third quarter of the year.
Outstanding debt under the Company's credit facility was $29.3 million as of
June 30, 2000 compared to $18.4 million as of June 30, 1999 and $39.0 million as
of December 31, 1999. The Company's revolving credit facility, which will mature
on June 30, 2003, provides for maximum unsecured borrowing of $60.0 million with
no prepayment penalty. As of June 30, 2000, the Company had $30.7 million under
its bank credit
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<PAGE> 11
facility. The current portion of debt decreased in June 2000 compared to June
1999 as a result of the Company completing the renewal of its revolving credit
facility in the third quarter of 1999. The current portion of debt increased in
June 2000 compared to December 1999 as a result of a June 2001 due date for a
portion of the Company's private placement debt. The Compan believes its
current borrowing capacity is adequate for the foreseeable future.
Capital expenditures for the first six months of 2000 included improvements in
the Company's information systems, investment costs in the Company's NovexTM
fertilizer plant in Disputanta, Virginia, improvement costs for the fertilizer
plant in Sebring, Florida, and improvements to the Company's other manufacturing
and distribution facilities.
Year 2000 Compliance
--------------------
The Company still believes it is year 2000-compliant, and no adverse events have
occurred. No contingency plans were required to be implemented relating to the
year 2000 issue. The costs associated with identifying and remediating known
year 2000 problems were not material to the Company's operations.
Forward-Looking Statements
--------------------------
Certain statements included in the report are forward-looking statements that
are based on management's current beliefs, assumptions and expectations. These
forward-looking statements can be identified by the use of predictive or future
tense terms such as "anticipate," "estimate," "project," "may," "will" or
similar terms. These statements are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. The Company's actual
future performance may differ materially from that anticipated in
forward-looking statements. Risk factors that would cause or contribute to such
differences include, but are not limited to:
- regional weather conditions which have an impact on both timing and
volume of sales;
- the Company's successful execution of its operating plans;
- the Company's ability to integrate business acquisitions successfully;
- general economic and business conditions;
- changes in market demographics; and
- changes in the regulation of the Company's products, including
applicable environmental regulations.
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PART II - OTHER INFORMATION
---------------------------
Except as noted below, the items in Part II are inapplicable or, if applicable,
would be answered in the negative. These items have been omitted and no other
reference is made thereto.
Item 4 - Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
On May 24, 2000, the Registrant conducted its Annual Meeting of Shareholders.
The following matters were brought before the shareholders for vote at this
meeting:
Election of Directors for a One-Year Term
-----------------------------------------
Votes "For" Votes "Withheld"
----------- ----------------
Ronald Best 7,192,741 494,310
Drexel Bunch 7,192,491 494,560
Robert F. Burkhardt 7,195,199 491,852
J. Martin Erbaugh 7,194,341 492,710
William A. Foley 7,194,089 492,962
Michael E. Gibbons 7,190,120 496,931
Lee C. Howley 7,193,841 493,210
Christopher H. B. Mills 7,192,241 494,810
Robert B. Stein, Jr. 7,190,463 496,588
David L. Swift 7,191,737 495,314
Approval of LESCO, Inc. 2000 Stock Incentive Plan
-------------------------------------------------
<TABLE>
<CAPTION>
Votes "For" Votes "Against" Votes "Withheld" Votes "Non-Voted"
----------- --------------- ---------------- -----------------
<S> <C> <C> <C> <C>
2000 Stock Incentive Plan 4,820,255 713,308 64,398 2,089,090
</TABLE>
No other matters were brought before shareholders for a vote.
Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits:
(27) Financial Data Schedule
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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 thereunto duly authorized.
LESCO, INC.
July 27, 2000 By /s/ R. Breck Denny
--------------- -------------------------------
R. Breck Denny, Vice-President/
Chief Financial Officer
13
