<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 28, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________________ to
__________________________
Commission file number 0-19096
LESLIE'S POOLMART
(Exact name of registrant as specified in its charter)
California 93-0976447
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
20222 Plummer Street, Chatsworth, California 91311
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (818) 993-4212
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant on March 25, 1997 was $70,918,489.
APPLICABLE ONLY TO CORPORATE REGISTRANTS:
The number of outstanding shares of the Registrant's Common Stock on March 27,
1997 was 6,551,566.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's definitive Proxy Statement, which is to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A prior to
the expiration of 120 days after December 30, 1995 and which is to be delivered
to stockholders in connection with the Registrant's Special Meeting of
Shareholders to be held May 23, 1997 are incorporated by reference in Part III
hereof.
================================================================================
<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL
Leslie's Poolmart, a California corporation ("Leslie's" or the "Company")
is the leading national specialty retailer of swimming pool supplies and related
products. As of December 28, 1996, Leslie's marketed its products under the
trade name Leslie's Swimming Pool Supplies through 259 retail stores in 27
states and through mail order catalogs sent each year to selected swimming pool
owners. Leslie's offers its customers a comprehensive selection of products
necessary to satisfy their swimming pool supply needs. These products include
regularly purchased, non-discretionary pool maintenance items such as chemicals,
equipment and parts, as well as fun, safety and fitness-oriented recreational
items. Consistent with its philosophy of being a full service swimming pool
supply retailer, Leslie's provides its customers detailed advice and specialized
technical assistance, including equipment repair (generally free of labor
charge) and free water testing.
Leslie's business strategy is to provide its customers with a combination
of competitive prices, a broad selection of high quality products and superior
customer service through knowledgeable and responsive sales personnel. An
important factor in providing value to its customers is the Company's vertical
integration, which assures a high level of control over product quality and
availability, important flexibility in product sourcing, and significant cost
advantages. Approximately 44% of the Company's sales in 1996 were of pool
chemicals, the significant majority of which Leslie's buys in bulk quantities
and either repackages, or contracts to repackage, into various sized containers
suitable for the consumer market.
The Company maintains a proprietary mailing list of more than four and a
half million addresses at which, primarily, residential pools are located. This
highly focused list of target customers is central to the Company's direct mail
marketing efforts which support both its retail store and mail order operations.
The Company is the successor to the original Leslie's Poolmart founded in
1963. From its inception in 1963 through the end of 1987, Leslie's Poolmart grew
steadily in sales and number of stores. In September 1988, Leslie's Poolmart was
purchased in a highly leveraged transaction by an investment group led by
Hancock Park Associates. From the beginning of 1989 through the end of 1996,
Leslie's grew from 66 to 259 company-owned and operated stores, including 14
stores added through the acquisition of Sandy's Pool Supply, Inc. in August,
1992. Leslie's intends to continue to grow by opening additional retail stores
in both new and existing markets. The Company anticipates that the cash
requirements for new stores will be satisfied by cash flow from operations and
the Company's borrowing capacity.
SWIMMING POOL SUPPLY INDUSTRY
Regardless of the type or size of a swimming pool, there are numerous
ongoing maintenance and repair requirements associated with pool ownership. In
order to keep a pool safe and sanitized, chemical treatment is required to
maintain proper chemical balance, particularly in response to variables such as
pool usage, precipitation and temperature. A swimming pool is chemically
balanced when the disinfectant, pH, alkalinity, hardness and dissolved solids
are at the desired levels. The majority of swimming pool owners use chlorine to
disinfect their pools. When the pool is chemically balanced, problems such as
algae, mineral and salt saturation, corrosive water, staining, eye irritation
and strong chlorine smell are less likely to occur. A regular testing and
maintenance routine will result in a stable and more easily maintained pool.
However, regardless of how well appropriate levels of chlorine are maintained,
"shocking" is periodically required to break up the contaminants which
invariably build up in the pool water. To accomplish this, the pool owner can
either superchlorinate the pool or use a nonchlorinated oxidizing compound. The
maintenance of proper chemical balance and the related upkeep and repair of
swimming pool equipment, such as pumps, heaters, and filters, create a non-
discretionary demand for pool chemicals and other swimming pool supplies and
services. Further, even non-usage considerations such as a pool's appearance and
the overall look of a household and yard create an ongoing demand
1
<PAGE>
for these maintenance related supplies. In addition, pool usage creates demand
for discretionary items such as floats, games and accessories.
The swimming pool supply industry can be divided into four major segments
by pool type: residential in-ground swimming pools, residential above-ground
swimming pools (usually 12 to 24 feet in diameter), commercial swimming pools
and spas or hot tubs. The Company's historical strategy was to focus primarily
on the residential in-ground pool owner. In recent years the Company has
expanded its activities to more aggressively address the commercial and above-
ground markets as well. In the residential categories, the Company markets its
products primarily to the "do-it-yourself" market as opposed to those pool
owners who hire pool servicers. Through its rapidly growing commercial business,
products and services are offered to all non-residential pool installations as
well as to pool service companies which maintain either residential or
commercial pools. The Company's uninterrupted growth through three recessionary
periods suggests that due to the ongoing maintenance and repair needs of
existing swimming pools, the Company would not be significantly affected by a
decline in swimming pool installation. However, there can be no assurance that a
prolonged severe economic downturn and resulting decline in new housing
construction or swimming pool installation would not adversely affect the
Company's long-term expansion plans.
SEASONALITY
The Company's business exhibits substantial seasonality, which the Company
believes is typical of the swimming pool supply industry. In general, sales and
net income are highest during the second and third fiscal quarters which
represent the peak months of swimming pool use. Sales are substantially lower
during the first and fourth quarters when the Company typically incurs net
losses. The principal external factor affecting the Company's business is
weather. Hot weather and the higher frequency of pool usage in such weather
create a need for more pool chemicals and supplies. Unseasonably early or late
warming trends can increase or decrease the length of the pool season. In
addition, unseasonably cool weather and/or extraordinary amounts of rainfall in
the peak season (such as that experienced in much of the U.S. in the spring and
early summer of 1995) will tend to decrease swimming pool use. The likelihood
that unusual weather patterns will severely impact the Company's results is
lessened by the geographical diversification of the Company's store locations.
The Company also expects that its quarterly results of operations will fluctuate
depending on the timing and amount of revenue contributed by new stores and, to
a lesser degree, the timing of costs associated with the opening of new stores.
The Company attempts to open its new stores primarily in the first quarter in
order to position itself for the following peak season.
PRODUCTS
Leslie's offers its customers a comprehensive selection of products
necessary to satisfy their swimming pool supply needs. During 1996, the Company
stocked approximately 3,000 items in each store, with more than 7,000 additional
items available by special order. For 1997 and beyond, the newly-created XPress
Parts program will make 5,000 more special order items available to Leslie's
customers. In 1996, approximately 550 items were displayed in the Company's
residential mail order catalogs and 1,200 items were in the commercial catalog,
although special order procedures make nearly all Leslie's products available to
mail order customers as well.
The Company's major product categories are pool chemicals; major equipment;
cleaning and testing equipment; pool covers, reels, and liners; in a limited
number of stores, above ground pools; and recreational items (which include
swimming pool floats, games, lounges, masks, fins, snorkels and other "impulse"
items).
Vertical Integration
Approximately 44% of the Company's total sales in 1996 were of pool
chemicals, a significant percentage of which are processed, or contracted to be
processed, by the Company. Leslie's operates a plant in the
2
<PAGE>
Los Angeles area where it converts dry granular chlorine into tablet form and
repackages a variety of bulk chemicals into various sized containers suitable
for retail sales. Leslie's also formulates a variety of specialty liquids,
including water clarifiers, tile cleaners, algaecides and stain preventives. The
chemicals that the Company processes have a relatively long shelf life. Leslie's
believes that supplying its stores with chemicals from its own repackaging plant
provides it with cost savings, as well as greater control over product
availability and quality, as compared to non-integrated pool supply retailers.
It also offers the Company greater flexibility of sourcing and vital information
when negotiating with third-party repackagers and chemical providers. The
Leslie's brand name appears on all products processed at its repackaging plant,
and on the significant majority of all its chemical products. The Company
believes that it is among the largest processors of chlorine products for the
swimming pool supply industry. The total output of Leslie's repackaging plant is
utilized by the Company and is not sold or distributed to other retailers.
Leslie's currently does not intend to sell any significant amount of chemicals
from its Los Angeles area facility to other retailers or distributors.
In connection with the operation of its second Distribution Center in
Dallas, Texas, and third Distribution Center in Bridgeport, New Jersey, the
Company has expanded its use of third-party chemical repackers and its purchase
of products already in end-use configurations. These products are also generally
packaged under the Leslie's brand name. The Company continually evaluates the
cost effectiveness of third-party sourcing versus internal manufacturing in
order to minimize its cost of goods. Leslie's will also continue to evaluate the
establishment of additional chemical repackaging capabilities, though there are
currently no plans for such an investment.
In addition to chemicals, a variety of the Company's products are packaged
under the Leslie's brand name. In 1996, approximately 60% of the Company's sales
were of Leslie's branded items.
Purchasing
Nearly all raw materials and those products not repackaged or manufactured
by the Company are purchased directly from manufacturers. It is common in the
swimming pool supply industry for certain manufacturers to offer extended dating
terms on certain products to quantity purchasers such as Leslie's. These dating
terms are typically available to the Company for pre-season or early season
purchases.
The Company's principal chemical raw materials and granular chlorine
compounds are purchased primarily from three suppliers. At the end of 1994, the
Company entered into a three year product purchase agreement with a major
producer of one of the principal chlorine compounds, the chlorinated
isocyanurates. The Company believes that there are several other reliable
suppliers of chlorine products in the marketplace today. Although the Company
has one sole source supplier for a nonchlorine shocking compound, termination of
supply would not pose any significant problem for the Company because substitute
chemicals and alternate shocking techniques are available. The Company believes
that reliable alternative sources of supply are available for all of its raw
materials and finished products.
All decisions relating to the buying, pricing and distribution of products
are centralized at the Company's headquarters. Leslie's computerized point-of-
sale system provides detailed sales and inventory information for each item in
each store. This data is used by the Company's buyers in planning their
purchases and also updates the Company's inventory management system.
CUSTOMER SERVICE
Because of the complicated nature of pool chemistry and equipment
maintenance, Leslie's offers a high level of technical assistance to support its
customers. The Company considers its training of store personnel to be an
integral part of its service philosophy. Leslie's extensive training program for
all full time store employees includes courses in water chemistry, water
testing, trouble shooting on equipment, equipment sizing and parts replacement.
The Company maintains the same high customer service standards for its mail
order business as it does for its retail stores.
3
<PAGE>
During 1996, Leslie's stores in Southern and Northern California; Dallas
and Houston, Texas; and Las Vegas, Nevada; were supported by the Leslie's
Service Department which offers poolside equipment installation and repair, leak
detection and repair, and seasonal opening and closing services. The Service
Department utilizes both Company employees and subcontractors to perform these
services. The Company anticipates that operations in these markets will serve as
a prototype for a nationwide service expansion.
MARKETING
Substantially all the Company's marketing is done on a direct mail basis
through its proprietary mailing list of more than four and a half million
addresses at which, primarily, residential pools are located. Leslie's has found
that its ability to mail directly to this highly focused group is an effective
and efficient way to conduct its marketing activities to both retail store and
mail order customers. The Company constantly updates its address list through
primary research techniques and in-store customer sign-ups.
Addresses on the Company's proprietary list that are located within a
specified service area of a retail store receive circulars once or twice per
month from late March or early April through September or, selectively, through
October. As a regular part of Leslie's promotional activities, each mailer
highlights specific items which are intended to increase store traffic, and
reinforces to the customer the advantages of shopping at Leslie's, which include
everyday low pricing, a high level of customer service, and the broad selection
of high quality products. Addresses outside the Company's store service areas,
and recently active mail order customers within those service areas, receive the
Company's mail order catalogs. Occasionally, the Company will utilize local
print media when it enters a new market, and is doing so in connection with its
above-ground pool sales test markets. New store openings typically involve
additional advertising pieces in the first two to three months of operation.
CHANNELS OF DISTRIBUTION
Retail Store Operations
At the end of 1996, Leslie's marketed its products through 259 retail
stores in 27 states under the trade name Leslie's Swimming Pool Supplies.
California represents its single largest concentration of stores with 82, while
45 stores are located in Texas, and 54 stores are in the northeast/mid-Atlantic
area. Leslie's retail stores are located in areas with high concentrations of
swimming pools and typically are approximately 4,000 square feet in size. In
addition to the store manager, the typical Leslie's store employs two assistant
managers, both of whom are generally full time employees. Additionally, Leslie's
makes frequent use of part time and temporary employees to support its full time
employees during peak seasons. During 1996, the Company had 16 regional
supervisors, each of whom was responsible for approximately 16 stores.
Mail Order Catalog
Leslie's mail order catalogs provide an extension of its service
philosophies and products to those areas not currently served by a retail store
and allow the scope of the Company's business to be truly nationwide. The
Company believes that it operates one of the largest pool supply mail order
businesses in the country, with annual sales for 1996 of approximately $7.7
million. Further, the Company believes that its mail order catalogs build
awareness of the Leslie's name, provide it with buying efficiencies, and when
coupled with information from its retail stores, are instrumental in determining
site selection for new stores.
Despite the growth in the number of its retail stores, the Company has
historically grown its mail order sales through an expansion of its mailing list
and an increase in product offerings. However, because the Company's catalog and
retail store marketing efforts are generally intended to be mutually exclusive,
as the
4
<PAGE>
Company's retail store expansion strategy continues to take it into new markets,
its catalog sales may decrease, as was the Company's experience in 1994 through
1996.
DISTRIBUTION
In 1996 the Company distributed all of its products to its retail stores
and to its catalog customers through its leased distribution facilities in
Chatsworth, California; Dallas, Texas; and Bridgeport, New Jersey. The 36,000
and 27,000 square foot warehouse facilities in Chatsworth were supported in 1996
by an additional leased storage facility also located in Chatsworth. In early
1997, the Chatsworth distribution operation was relocated and consolidated,
along with the Los Angeles repackaging operation, into a 183,000 square foot
facility in Ontario, California. Leslie's opened its 100,000 square foot Dallas
facility in November 1990 and the 81,000 square foot Bridgeport, New Jersey
facility in February 1995. The Company is now purchasing the majority of the
chemicals to be distributed from the Dallas and Bridgeport distribution centers
from outside manufacturers rather than obtaining them through its repackaging
facilities in Southern California. During the height of its seasonal activities,
each of the Company's retail stores is generally replenished every 5 to 10 days.
The Company utilizes company-owned and operated equipment, supplemented by
additional equipment leased during the busy season, to transport its goods to
stores within an approximately 350 mile radius of a distribution center. Other
stores receive deliveries via common carriers.
COMPETITION
Primary elements of competition in the retail swimming pool supply industry
are price, technical assistance, customer service, product selection and
product availability. Most of the Company's competition comes from local stores
or regional chains which do not repackage or manufacture products and which
generally buy products in smaller quantities. The Company believes that its
vertical integration, varied sourcing strategy, and large volume purchasing
enable it to maintain attractive margins as well as competitive price leadership
relative to the smaller operators, and that its position is strengthened by its
merchandising and marketing emphasis. The chain store competitors include a
large franchise operator of approximately 110 retail outlets in the Florida
market and a limited number of other retail chains of approximately 15 to 30
stores.
In August 1992, Leslie's acquired one of its more prominent competitors,
Sandy's Pool Supply, Inc. ("Sandy's"). Sandy's was, at the time of the
acquisition, a 20-store chain which was 50% owned by Mr. Philip Leslie, a
founder and former shareholder of the Company. Mr. Leslie and the co-owner of
Sandy's, Mr. Sander Bass, are both subject to a 10-year non-competition
agreement which precludes their participation in any retail activities
competitive with the Company's current business.
The Company competes on selected principal products such as chlorine with
large volume, mass merchant type retailers. While the ability of these merchants
to accept low margins on the limited number of items they offer makes them
aggressive price competitors of the Company, they are not generally priced below
Leslie's and do not offer the level of customer service or wide selection of
swimming pool supplies available at Leslie's.
EMPLOYEES
As of December 28, 1996, Leslie's employed 1,055 persons. During the height
of the Company's seasonal activities in 1996, it employed 1,739 persons,
including seasonal and part time store employees who generally are not employed
during the off season. The Company is not subject to any collective bargaining
agreements and believes that its relationships with its employees are excellent.
5
<PAGE>
TRADEMARKS
In the course of its business, Leslie's employs various trademarks, trade
names and service marks as well as its logo in packaging and advertising its
products. The Company has registered trademarks and trade names for several of
its major products on the Principal Register of the United States Patent and
Trademark Office. The Company distinguishes the products produced in its
chemical repackaging and plastics manufacturing businesses through the use of
the Leslie's brand name and logo and the trademarks and trade names of the
individual items, none of which are patented, licensed, or otherwise restricted
to or by the Company. The Company believes the strength of its trademarks and
trade names has been beneficial to its business and intends to continue to
protect and promote its marks in appropriate circumstances.
ITEM 2. PROPERTIES
Except for 26 owned stores, all of its retail stores are leased by the
Company with lease terms expiring between 1997 and 2006. The Company's typical
lease term is five years, and in the majority of instances, the Company has
renewal options at increased rents. One lease provides for rent contingent on
sales exceeding specific amounts. No other leases require payment of percentage
rent.
In January and February of 1997, the Company relocated its corporate
offices, the Southern California distribution center and the Pool Brite chemical
repackaging operation. The corporate offices were relocated to another location
in Chatsworth, California. The new 38,000 square foot office building has been
leased for five years and the lease has three, five-year renewal options.
The Southern California distribution center (previously located in
Chatsworth, California) and the Pool Brite chemical repackaging operations
(previously located in South Central Los Angeles) were moved and consolidated
into a 183,000 square foot facility located in Ontario, California. The Ontario
facility was leased for 10 years and the lease has two, five-year renewal
options. The Company's distribution facility in Dallas, Texas, consists of
100,000 square feet, with a lease term expiring in 2000. This lease includes
options to renew for two additional five-year periods. In July 1996, the Company
leased an additional contiguous 25,000 square feet on a short-term basis,
expiring September, 1997. The 81,000 square foot distribution facility in
Bridgeport, New Jersey is leased for a 10-year term, expiring in 2004. The lease
includes options to renew for three, five-year periods.
ITEM 3. LEGAL PROCEEDINGS
The Company is customarily involved in legal proceedings related to the
ordinary course of its business. Management does not believe any such matters
will have a material adverse effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
HIGH AND LOW SALES PRICES OF LESLIE'S POOLMART COMMON STOCK
As of March 6, 1997, there were approximately 1,000 holders of the Company's
Common Stock. On April 26, 1991, the Company closed its initial public offering
of 2,525,000 shares of its Common Stock. The stock is designated as a national
market security on the NASDAQ Stock Market and trades under the symbol LESL. The
6
<PAGE>
closing price of the Common Stock on March 20, 1997 was $ 13 1/2. The high
and low sales prices for the Company's Common Stock for each quarter in 1996 and
1995 are reflected in the following table, adjusted to give effect to the 5%
stock dividend effective in August 1995.
<TABLE>
<CAPTION>
1996 1995
------------------- -----------------
High Low High Low
---- --- ----- ---
<S> <C> <C> <C> <C>
First Quarter $14 1/2 $ 12 1/2 $15 $12 3/8
Second Quarter 19 1/2 13 1/4 16 5/8 12 1/8
Third Quarter 17 1/4 10 7/16 16 1/4 12 1/2
Fourth Quarter 14 1/2 10 1/2 16 1/4 12 1/2
</TABLE>
The Company has paid no cash dividends on its Common Stock for at least the past
eight years. The Company currently intends to retain earnings for use in the
operation and expansion of its business and therefore does not anticipate paying
any cash dividends in the foreseeable future.
7
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
SELECTED CONSOLIDATED FINANCIAL DATA
The following table presents selected consolidated financial data of the
Company as of and for each of the five fiscal years in the period ended
December 28, 1996. This financial data was derived from the audited historical
consolidated financial statements of the Company and should be read in
conjunction with the financial statements of the Company and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
elsewhere in this Annual Report.
<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED YEARS ENDED DECEMBER 31,
DEC. 28, DEC. 30, ---------------------------
1996 1995 1994 1993 1992
-------- -------- -------- -------- -------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME
Net Sales.................... $191,640 $162,456 $141,553 $119,955 $96,337
Gross Profit................. 72,760 60,399 55,469 48,289 39,017
Gross Margin................. 38.0% 37.2% 39.2% 40.3% 40.5%
Loss (Gain) on Disposition of
Fixed Assets................ 750 27 (106) 120 26
Depreciation and
Amortization................ 4,326 3,374 2,393 2,389 2,423
Income from Operations....... 9,400 6,691 9,569 6,350 4,330
Interest Expense............. 2,786 2,708 1,733 1,189 829
Net Income................... 3,869 3,407 4,584 3,035 2,146
PER SHARE DATA/(1)/
Net Income Per Share......... $ .57 $ .52 $ .70 $ .47 $ .34
Book Value Per Share......... $ 5.55 $ 4.91 $ 4.18 $ 3.41 $ 2.90
Weighted Average Shares
Outstanding................. 6,790 6,614 6,515 6,464 6,399
BALANCE SHEET DATA
Working Capital.............. $ 12,718 $ 13,007 $ 8,072 $ 8,957 $ 7,387
Total Assets................. 83,157 79,529 61,717 49,532 44,888
Current Ratio................ 1.45 1.47 1.38 1.73 1.56
Long-term Debt............... 15,581 17,843 11,272 12,751 10,220
Stockholders' Equity......... 36,315 31,921 26,339 21,041 17,820
SELECTED OPERATING DATA
Capital Expenditures......... $ 8,807 $ 9,550 $ 7,394 $ 5,532 $ 3,343
EBITDA/(2)/.................. 14,476 10,092 11,856 8,859 6,779
Number of Employees at Year-
end......................... 1,055 780 678 565 533
Stores Operated at Year-end.. 259 224 180 158 143
Comparable Store Sales
Growth...................... 9.9% 6.0% 12.9% 11.7% 2.4%
</TABLE>
- --------
/(1)/ Prior year amounts have been adjusted to reflect the 5% stock dividends
effective in April 1994 and August 1995.
/(2)/ Earnings before interest, taxes, depreciation, amortization and loss
(gain) on disposition of fixed assets.
8
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
document (as well as information included in oral statements or other written
statements made or to be made by the Company) contains statements that are
forward-looking, such as statements relating to plans for future activities.
Such forward-looking information involves important risks and uncertainties
that could significantly affect anticipated results in the future and,
accordingly, such results may differ from those expressed in any forward-
looking statements made by or on behalf of the Company. These risks and
uncertainties include, but are not limited to, those relating to domestic
economic conditions, activities of competitors, changes in federal or state
tax laws and of the administration of such laws and the general condition of
the economy and its effect on the securities market.
RESULTS OF OPERATIONS
The Company is the leading specialty retailer of swimming pool supplies and
related products in the United States. At December 28, 1996 the Company
marketed its products through 259 Company-owned retail stores in 27 states and
through a nationwide mail order catalog. The Company is vertically integrated,
operating a chemical repackaging facility in Los Angeles, California. In 1996,
the Company supplied its retail stores from three distribution facilities,
located in Chatsworth, California; Dallas, Texas; and Bridgeport, New Jersey.
For the year ended December 28, 1996, sales increased 18.0% to $191,640,000
from $162,456,000 in 1995. The sales increase is attributable to comparable
store sales growth of 9.9% and 35 (net) new store additions in 1996. Operating
income for the period increased 40.5% to $9,400,000 or 4.9% of sales, from
$6,691,000 or 4.1% of sales in 1995. Net income for 1996 increased 13.6% to
$3,869,000 or $.57 per share, as compared to $3,407,000 or $.52 per share in
1995. In August 1995, a 5% stock dividend was effected and the 1995 earnings
per share have been adjusted to reflect the impact of the stock dividend.
The 18.0% sales growth and improved gross margin produced a 40.5% increase
in operating profits to $9,400,000 or 4.9% of sales in 1996. The $9,400,000
operating income in 1996 reflects charges totaling $750,000 associated with
the disposition of certain fixed assets in 1996. Excluding the impact of these
charges, the 1996 operating income margin would have been expanded to 5.3% of
sales versus the 4.1% operating income margin realized in 1995, and after tax
net income would have equaled $4,308,000 or $.63 per share.
During 1996, the Company expanded its business by opening 37 new stores.
Additionally, two stores were closed and three relocated in 1996. This
resulted in a net increase of 35 stores at the end of December 1996 as
compared to December 1995.
1996 compared to 1995
<TABLE>
<CAPTION>
SALES
-----------------
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Retail Stores................................................ $179,119 $150,263
Mail Order Catalog........................................... 7,723 7,945
Service Departments and Other................................ 4,798 4,248
-------- --------
$191,640 $162,456
======== ========
</TABLE>
Sales for the year ended December 28, 1996 increased 18% over the same
period in 1995. Retail store sales, which are comprised of residential sales
and commercial sales, grew 19.2%, reflecting increases in comparable store
sales of 9.9% as well as an increase in the total number of stores in
operation from 224 in 1995 to 259 for most of the 1996 selling season. The
increased growth rate of comparable store sales (9.9% in 1996) as compared to
the prior year (6.0% in 1995) was the result of improved weather experienced
in most market areas, and the commercial sales program, which continued to
show solid growth of approximately 20% in 1996.
9
<PAGE>
Mail order catalog sales declined 2.8% to $7,723,000 from $7,945,000 in
1995. New store openings in a number of strong mail order markets continued to
cannibalize mail order sales. Service department sales increased 12.9% in 1996
due to an increased number of service technicians operating in existing
service areas, including a significant expansion in Houston, Texas, as well as
generally improved execution.
Gross profit for the year ended December 28, 1996 increased to 38.0% of
sales, from 37.2% in 1995. Gross profit represents sales less the cost of
services and purchased goods, chemical repackaging costs, and non-
administrative occupancy costs. The gross margin increase in 1996 reflects
increased retail pricing taken in early 1996, offsetting some product cost
increases seen in 1995 and again in 1996.
In 1996, selling, general and administrative expenses equaled $62,358,000,
versus $53,442,000 in 1995, an increase of 16.6%, largely the result of the
15.6% increase in the number of stores. As a percentage of sales, selling,
general and administrative expenses decreased 0.4% to 32.5%, compared to 32.9%
of sales in 1995, due to the improved comparable store sales performance in
1996.
In 1996 the Company recognized losses on the disposition of fixed assets
totaling approximately $750,000. This was primarily comprised of a $650,000
write off of leasehold improvements related to the relocations of its
corporate offices, Southern California distribution operations and Pool Brite
chemical repackaging operation in early 1997. Additionally a $100,000 loss was
realized on the sale of an excess property located in Oklahoma City.
Amortization of acquisition costs, which represents the amortization of
goodwill, equalled $252,000 in 1996, essentially flat as compared to 1995.
Interest expense equalled $2,786,000 in 1996, up slightly from $2,708,000 in
1995. The increase was primarily the result of slightly increased borrowings
due to the capital spending and working capital requirements associated with
the continued growth of the business.
The tax provision increased to $2,745,000 in 1996, an effective rate of
41.5%, from $576,000 and an effective tax rate of 14.5% in 1995. The lower
effective tax rate in 1995 as compared to 1996 reflects the reversal in 1995
of certain tax reserves which were no longer needed.
1995 compared to 1994
<TABLE>
<CAPTION>
SALES
-----------------
1995 1994
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Retail Stores................................................ $150,263 $129,545
Mail Order Catalog........................................... 7,945 8,283
Service Departments and Other................................ 4,248 3,725
-------- --------
$162,456 $141,553
======== ========
</TABLE>
Sales for the year ended December 30, 1995 increased 14.8% over the same
period in 1994. Retail store sales grew 16.0%, reflecting increases in
comparable store sales of 6.0% as well as an increase in the total number of
stores in operation from 180 in 1994 to 223 for most of the 1995 selling
season. The lower growth rate of comparable store sales (6.0%) as compared to
prior years (12.9% in 1994 and 11.7% in 1993) was the result of the cool, wet
weather experienced in most market areas in the March through June timeframe.
Despite the reduced growth in residential sales, the commercial sales program
continued to show strong growth of approximately 45% throughout 1995.
Mail order catalog sales declined 4.1% to $7,945,000 from $8,283,000 in
1994. The poor spring weather impacted mail order sales as did new store
openings in a number of strong mail order markets which continued to
cannibalize mail order sales. Service department sales increased 14.0% in 1995
due to an increased number of service technicians operating in existing
service areas, as well as generally improved execution.
10
<PAGE>
Gross profit for the year ended December 30, 1995 declined as a percentage
of sales, to 37.2% from 39.2% in 1994. Gross profit represents sales less the
cost of services and purchased goods, chemical repackaging costs, and non-
administrative occupancy costs. The decrease in gross margin in 1995 was the
result of higher occupancy costs associated with the opening of 44 new stores
plus the new northeast distribution center, increased merchandise costs in a
variety of product categories, and the strong growth of commercial sales,
which generate a somewhat lower gross margin.
In 1995, selling, general and administrative expenses equaled $53,442,000,
versus $45,764,000 in 1994, an increase of 16.8%, largely the result of the
24.4% increase in the number of stores. As a percentage of sales, selling,
general and administrative expenses increased 0.6% to 32.9%, compared to 32.3%
of sales in 1994, due to the lower than expected comparable store sales
performance in 1995. It is management's objective to grow selling, general and
administrative expenses at a rate lower than the rate of store growth and, as
a result, reduce these expenses as a percentage of sales over time.
Amortization of acquisition costs, which represents the amortization of
goodwill, equaled $239,000 in 1995, essentially flat as compared to 1994.
Interest expense equaled $2,708,000 in 1995, up from $1,733,000 in 1994. The
increase was primarily the result of increased borrowings associated with
higher capital spending and working capital requirements due to continued
growth in the business, and the lower earnings realized in 1995.
The tax provision declined to $576,000 in 1995, an effective rate of 14.5%,
from $3,252,000 and an effective tax rate of 41.5% in 1994. The lower
effective tax rate in 1995 as compared to 1994 reflects the third quarter
reversal of certain tax reserves which were no longer needed.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Changes in Financial Condition. From December 30, 1995 to December 28, 1996,
total current assets increased $71,000 from $40,809,000 to $40,880,000. The
slight overall increase in current assets results from decreases in
inventories offset by increases in accounts receivable and deferred tax
assets. The principal component of current assets is inventory, which
decreased $355,000 from $34,303,000 to $33,948,000. The inventory decrease
results mainly from a decrease in the average store inventory, partially
offset by an increase in the number of stores. Average store inventories were
higher in 1995 compared to 1996 primarily due to an oversupply of some
winterizing and recreational items which the Company sold through in 1996.
Total current liabilities increased $360,000 between December 30, 1995 and
December 28, 1996. The increase is due principally to the $1,840,000 increase
in accounts payable from $4,215,000 at December 30, 1995 to $6,055,000 at
December 28, 1996. The increase in accounts payable is generally attributable
to improved payment terms received from the Company's vendors.
Liquidity and Capital Resources. For the year ended December 28, 1996, net
cash provided by operating activities was $11,970,000 compared with cash used
in operating activities of $4,144,000 in the prior year. Higher earnings and
decreased per store inventory balances resulted in increased cash flow from
operations in 1996.
In 1996, cash used in investing activities was $8,586,000 compared with
$9,229,000 in the prior year. This decrease resulted primarily from reduced
capital expenditures in 1996 as compared to 1995 due to the slightly lower
number of new store openings.
Cash used in financing activities was $3,371,000 in 1996 compared with cash
provided of $13,384,000 in 1995. In the second quarter of 1995, the Company
completed a private placement of its $10 million 8% Convertible Subordinated
Debentures. The debentures have a six-year term, and are convertible into
Leslie's California Common Stock at $20.95 per share. The debentures are
unsecured and subordinated to the present and future senior debt of the
Company. The proceeds were used to refinance some existing long-term debt and
provide capital for continued growth of the Company.
11
<PAGE>
Line-of-credit borrowings decreased $1,516,000 since December 30, 1995
primarily as a result of the higher cash flow from operations. In January of
1997 the company amended its credit agreement with Wells Fargo Bank to
consolidate the existing line of credit facility, the project financing
facility, and the term loan into one expanded $38,000,000 line of credit
facility. The term of the expanded line of credit facility was extended
through February 16, 2000. Interest accrues at the lender's reference rate
(8.25% at December 28, 1996) or at LIBOR plus 1.75%, at the Company's
election.
The Company believes that its internally generated funds, as well as its
borrowing capacity, are adequate to meet its working capital needs, maturing
obligations and capital expenditure requirements, including those relating to
the opening of new stores.
Seasonality and Quarterly Fluctuations. The Company's business exhibits
substantial seasonality which the Company believes is typical of the swimming
pool supply industry. In general, sales and net income are highest during the
second and third quarters, which represent the peak months of swimming pool
use. Sales are substantially lower during the first and fourth quarters when
the Company will typically incur net losses. The principal external factor
affecting the Company's business is weather. Hot weather and the higher
frequency of pool usage in such weather create a need for more pool chemicals
and supplies. Unseasonably early or late warming trends can increase or
decrease the length of the pool season. In addition, unseasonably cool weather
and/or extraordinary amounts of rainfall in the peak season decrease swimming
pool use. The likelihood that unusual weather patterns will severely impact
the Company's results is lessened by the geographical diversification of the
Company's store locations.
The Company expects that its quarterly results of operations will fluctuate
depending on the timing and amount of revenue contributed by new stores and,
to a lesser degree, the timing of costs associated with the opening of new
stores. The Company attempts to open its new stores primarily in the first
quarter in order to position itself for the following peak season. As
additional stores and the resultant operating expenses are added, the Company
expects its usual losses incurred in the first and fourth quarters to
increase.
SUMMARIZED QUARTERLY FINANCIAL DATA (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------------------
MARCH 30 JUNE 29 SEPT. 28 DEC. 28
-------- ------- -------- -------
<S> <C> <C> <C> <C>
1996
Sales............................ $18,064 $88,835 $63,657 $21,084
Gross Profit..................... 4,258 38,236 25,868 4,398
(Loss) Income from Operations.... (8,610) 17,265 7,712 (6,967)(/1/)
Net (Loss) Income................ (5,525) 9,658 4,176 (4,440)
Net (Loss) Income Per Common
Equivalent Share................ $ (.82) $ 1.41 $ .62 $ (.66)
Weighted Average Common
Equivalent Shares............... $ 6,769 6,867 6,776 6,756
Comparable Store Sales Growth.... 6.6% 16.1% 4.2% 6.4%
<CAPTION>
THREE MONTHS ENDED
--------------------------------------
APRIL 1 JULY 1 SEPT. 30 DEC. 30
-------- ------- -------- -------
<S> <C> <C> <C> <C>
1995
Sales............................ $15,360 $71,945 $56,862 $18,289
Gross Profit..................... 3,826 29,883 22,230 4,460
(Loss) Income from Operations.... (6,921) 12,138 6,974 (5,500)
Net (Loss) Income................ (4,416) 6,692 4,817 (3,686)
Net (Loss) Income Per Common
Equivalent Share(/2/)........... $ (.67) $ 1.01 $ .73 $ (.56)
Weighted Average Common
Equivalent Shares(/2/).......... $ 6,592 6,622 6,618 6,624
Comparable Store Sales Growth.... (0.6)% (0.3)% 16.0% 9.5%
</TABLE>
- --------
(/1/) The quarter ended December 28, 1996 loss from operations included
approximately a $650,000 loss on disposition of fixed assets.
(/2/) The 1995 amounts have been adjusted to reflect a 5% stock dividend
effective August 1995.
12
<PAGE>
Recent Accounting Pronouncement. The Company adopted Statement of Financial
Accounting Standard No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121") in the first
quarter of 1996. The adoption of SFAS 121 did not impact the Company's
financial position or its results of operations. In addition, in 1996 the
Company adopted the disclosures required by Statement of Financial Accounting
Standard No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). The
disclosures required by SFAS 123 are presented below in Note 12 of Notes to
the Consolidated Financial Statements.
SUBSEQUENT EVENT
On February 26, 1997, the Company's Board of Directors approved an Agreement
of Merger providing for the reincorporation of the Company in Delaware by merger
into a wholly-owned Delaware subsidiary, and an Agreement and Plan of Merger
providing for the merger of Poolmart USA Inc., a newly-formed corporation, with
and into the Company. Following consummation of the reincorporation and upon
effectiveness of the latter merger, (i) each outstanding share of common stock
of the Company would be converted into $14.50 cash (other than 359,505 shares
owned primarily by members of management, including Michael Fourticq, the
Chairman of the Company, and Brian McDermott, the President and CEO of the
Company and other than shares as to which the holders perfect dissenters'
rights) and (ii) outstanding options covering approximately 846,000 shares of
common stock, including those not yet vested, would be cancelled for payment of
the difference between the exercise price and $14.50 per share. The total amount
expected to be paid for these shares and options approximates $101 million. The
proposed mergers are subject to various conditions, including financing and
approval by the Company's shareholders. The shareholders are expected to vote on
the mergers during the second quarter of 1997.
13
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants................................. 15
Management's Report...................................................... 16
Consolidated Balance Sheets--December 28, 1996 and December 30, 1995..... 17
Consolidated Statements of Income--Years Ended December 28, 1996,
December 30, 1995 and December 31, 1994................................. 18
Consolidated Statements of Shareholders' Equity--Years Ended December 28,
1996, December 30, 1995 and December 31, 1994........................... 19
Consolidated Statements of Cash Flows--Years Ended December 28, 1996, De-
cember 30, 1995 and December 31, 1994................................... 20
Notes to Consolidated Financial Statements............................... 21
</TABLE>
14
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of Leslie's Poolmart:
We have audited the accompanying consolidated balance sheets of Leslie's
Poolmart (a California corporation) and subsidiaries as of December 28, 1996
and December 30, 1995 and the related consolidated statements of income,
shareholders' equity and cash flows for each of the three fiscal years in the
period ended December 28, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Leslie's Poolmart and
subsidiaries as of December 28, 1996 and December 30, 1995, and the results of
their operations and their cash flows for each of the three fiscal years in
the period ended December 28, 1996, in conformity with generally accepted
accounting principles.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Los Angeles, California
March 6, 1997
15
<PAGE>
MANAGEMENT'S REPORT
Management is responsible for the preparation and integrity of the financial
statements appearing in this Proxy Statement. The financial statements were
prepared in accordance with generally accepted accounting principles and
include certain amounts based on management's best estimates and judgments.
The Company maintains a system of internal accounting controls designed to
provide reasonable assurance that assets are safeguarded and that transactions
are executed as authorized and are recorded and reported properly. Management
believes that existing internal accounting control systems are achieving their
objectives and that they provide reasonable assurance concerning the accuracy
of the financial statements.
Arthur Andersen LLP, independent public accountants, has audited the
Company's financial statements and their report is presented herein.
The Board of Directors has an Audit Committee composed entirely of outside
Directors. Arthur Andersen LLP has direct access to the Audit Committee and
periodically meets with the Committee to discuss accounting, auditing and
financial reporting matters.
/s/ Robert D. Olsen
Robert D. Olsen
Chief Financial Officer
16
<PAGE>
LESLIE'S POOLMART
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
DEC. 28, 1996 DEC. 30, 1995
------------- -------------
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash............................................. $ 87 $ 74
Accounts and other receivables, net.............. 2,550 2,235
Inventories, net................................. 33,948 34,303
Prepaid expenses and other....................... 1,693 1,876
Deferred tax assets.............................. 2,602 2,321
------- -------
Total current assets........................... 40,880 40,809
------- -------
PROPERTY, PLANT AND EQUIPMENT:..................... 46,058 39,550
Less--Accumulated depreciation and amortization.. 12,751 10,005
------- -------
Net property, plant and equipment................ 33,307 29,545
------- -------
OTHER ASSETS:
Goodwill, net.................................... 8,298 8,550
Other............................................ 672 625
------- -------
Total other assets............................. 8,970 9,175
------- -------
$83,157 $79,529
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accounts payable................................. $ 6,055 $ 4,215
Accrued liabilities.............................. 4,480 4,546
Short-term borrowings............................ 15,440 16,956
Current portion of long-term debt................ 2,187 2,085
------- -------
Total current liabilities...................... 28,162 27,802
------- -------
DEFERRED TAX LIABILITIES........................... 3,099 1,963
LONG-TERM DEBT, net of current portion............. 5,581 7,843
CONVERTIBLE SUBORDINATED DEBENTURES................ 10,000 10,000
COMMITMENTS AND CONTINGENCIES...................... -- --
SHAREHOLDERS' EQUITY:
Preferred stock, authorized 1,000,000 shares;
none issued and outstanding..................... -- --
Common stock, no par value:
Authorized--40,000,000 shares
Issued and outstanding--6,547,928 and 6,507,074
at Dec. 28,1996 and Dec. 30, 1995,
respectively................................... 32,625 32,100
Retained earnings (deficit)...................... 3,690 (179)
------- -------
Total shareholders' equity..................... 36,315 31,921
------- -------
$83,157 $79,529
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
17
<PAGE>
LESLIE'S POOLMART
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEARS ENDED
-----------------------------------------
DEC. 28, 1996 DEC. 30, 1995 DEC. 31, 1994
------------- ------------- -------------
<S> <C> <C> <C>
Net sales........................... $191,640 $162,456 $141,553
Cost of sales....................... 118,880 102,057 86,084
-------- -------- --------
Gross profit........................ 72,760 60,399 55,469
Selling, general and administrative
expenses........................... 62,358 53,442 45,764
Amortization of acquisition costs... 252 239 242
Loss (gain) on disposition of fixed
assets............................. 750 27 (106)
-------- -------- --------
Income from operations.............. 9,400 6,691 9,569
Interest expense, net............... 2,786 2,708 1,733
-------- -------- --------
Income before taxes................. 6,614 3,983 7,836
Income tax provision................ 2,745 576 3,252
-------- -------- --------
Net income.......................... $ 3,869 $ 3,407 $ 4,584
======== ======== ========
Net income per share................ $ .57 $ .52 $ .70
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
18
<PAGE>
LESLIE'S POOLMART
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
COMMON STOCK
------------------ RETAINED TOTAL
NUMBER OF (DEFICIT) SHAREHOLDERS'
SHARES AMOUNT EARNINGS EQUITY
--------- -------- --------- -------------
<S> <C> <C> <C> <C>
Balance, at December 31, 1993....... 5,603,131 $ 21,467 $ (426) $ 21,041
Stock dividend.................... 283,853 3,447 (3,447) --
Issuance of common stock.......... 1,650 17 -- 17
Stock options exercised........... 107,101 292 -- 292
Tax benefit from stock options ex-
ercised.......................... -- 405 -- 405
Net income........................ -- -- 4,584 4,584
--------- -------- ------- --------
Balance, at December 31, 1994....... 5,995,735 25,628 711 26,339
Stock dividend.................... 300,793 4,297 (4,297) --
Issuance of common stock.......... 2,050 27 -- 27
Stock options exercised........... 82,735 514 -- 514
Exercise of convertible securi-
ties............................. 125,761 1,383 -- 1,383
Tax benefit from stock options ex-
ercised.......................... -- 251 -- 251
Net income........................ -- -- 3,407 3,407
--------- -------- ------- --------
Balance, at December 30, 1995....... 6,507,074 32,100 (179) 31,921
Issuance of common stock.......... 50 1 -- 1
Stock options exercised........... 40,804 304 -- 304
Tax benefit from stock options ex-
ercised.......................... -- 220 -- 220
Net income........................ -- -- 3,869 3,869
--------- -------- ------- --------
Balance, at December 28, 1996....... 6,547,928 $ 32,625 $ 3,690 $ 36,315
========= ======== ======= ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
19
<PAGE>
LESLIE'S POOLMART
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED
-----------------------------------------
DEC. 28, 1996 DEC. 30, 1995 DEC. 31, 1994
------------- ------------- -------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income......................... $ 3,869 $ 3,407 $ 4,584
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization...... 4,326 3,374 2,393
Loss (gain) on disposition of fixed
assets............................ 750 27 (106)
(Increase) decrease in:
Accounts and other receivables..... (315) (902) (339)
Inventories, net................... 355 (10,114) (6,309)
Prepaid expenses and other......... 183 (231) (989)
Other assets....................... (47) (290) 262
Increase (decrease) in:
Accounts payable and accrued lia-
bilities.......................... 1,774 2,121 1,725
Income taxes....................... 1,075 (1,536) (680)
------- -------- -------
Net cash provided by (used in) op-
erating activities................ 11,970 (4,144) 541
------- -------- -------
INVESTING ACTIVITIES:
Purchase of property, plant and
equipment......................... (8,807) (9,550) (7,394)
Proceeds from dispositions of
property, plant and equipment..... 221 321 583
------- -------- -------
Net cash used in investing activi-
ties.............................. (8,586) (9,229) (6,811)
------- -------- -------
FINANCING ACTIVITIES:
Net line-of-credit borrowings...... (1,516) 7,435 3,151
Additions to long-term debt........ -- 10,000 4,890
Payments of long-term debt......... (2,160) (4,592) (2,055)
Issuance of common stock and stock
options exercised................. 305 541 292
------- -------- -------
Net cash (used in) provided by fi-
nancing activities................ (3,371) 13,384 6,278
------- -------- -------
NET INCREASE IN CASH................. 13 11 8
CASH AT BEGINNING OF PERIOD.......... 74 63 55
------- -------- -------
CASH AT END OF PERIOD................ $ 87 $ 74 $ 63
======= ======== =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
20
<PAGE>
LESLIE'S POOLMART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND OPERATIONS
Leslie's Poolmart (the Company) is a specialty retailer of swimming pool
supplies and related products. As of December 28, 1996, the Company marketed
its products under the trade name Leslie's Swimming Pool Supplies through 259
retail stores in 27 states and through mail order catalogs sent to selected
swimming pool owners nationwide. The Company also repackages certain bulk
chemical products for retail sale. The Company's business is highly seasonal
as the majority of its sales (79% in 1996 and 1995) and all of its operating
profits are generated in the second and third quarters.
The Company purchased the capital stock of Sandy's Pool Supply, Inc.
(Sandy's) effective August 31, 1992. The adjusted purchase price for Sandy's
was approximately $1,189,000. The Company paid cash of $730,000 (net of
Sandy's cash on hand of approximately $120,000) at August 31, 1992, and in
1993 the Company received a refund of $75,000 upon the settlement of the
purchase price. The remainder of the purchase price will be paid in
installments through 2002.
2. STOCK DIVIDEND
In August 1995 and April 1994, 5% stock dividends were declared for
shareholders of record as of August 31, 1995 and April 29, 1994, respectively.
The fair market value of the stock dividends was transferred from retained
earnings to common stock in the accompanying 1995 and 1994 consolidated
financial statements. The earnings per share, weighted average number of
shares outstanding, and the outstanding options reflect the impact of these
stock dividends.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Principles of Consolidation
The consolidated financial statements of the Company include Leslie's
Poolmart and Sandy's Pool Supply, Inc., its wholly-owned subsidiary.
b. Fiscal Periods
In January 1995, to be consistent with the reporting practices of many major
retailers, the Company changed its fiscal year from a calendar year to a 52-
or 53-week year which will end on the Saturday closest to December 31. Each
fiscal quarter will have 13 weeks and will close on the Saturday closest to
March 31, June 30 and September 30.
c. Cash
Line-of-credit borrowings include outstanding checks of $25,000 and excess
cash balances of $205,000 at December 28, 1996, and December 30, 1995,
respectively.
d. Accounts and Other Receivables, Net
Accounts and other receivables include allowances for doubtful accounts of
$49,000 and $70,000 at December 28, 1996 and December 30, 1995, respectively.
e. Inventories
Inventories are stated at the lower of cost or market. Cost is determined on
the last-in, first-out (LIFO) basis. The effect of utilizing this method
resulted in inventory balances which were $544,000 lower at December 28, 1996,
$60,000 lower at December 30, 1995, and $320,000 higher at December 31, 1994,
than would have been reported under the first-in, first-out (FIFO) method.
21
<PAGE>
LESLIE'S POOLMART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
f. Property, Plant and Equipment
Property, plant and equipment are stated at cost. Costs of normal
maintenance and repairs are charged to expense as incurred.
Major replacements or improvements of property, plant and equipment are
capitalized. When items are sold or otherwise disposed of, the cost and
related accumulated depreciation or amortization are removed from the
accounts, and any resulting gain or loss is included in the statements of
income.
Depreciation and amortization are computed using the straight-line method
(considering appropriate salvage values) based on the following estimated
average useful lives:
<TABLE>
<S> <C>
Buildings and improvements....................................... 15-30 years
Vehicles, machinery and equipment................................ 3-10 years
Office furniture and equipment................................... 3-10 years
Leasehold improvements........................................... 4-10 years
</TABLE>
g. Goodwill
The excess of the acquisition price over the fair value of the net assets at
the date of acquisition is included in the accompanying consolidated balance
sheets as "Goodwill." Goodwill is being amortized (straight-line) over forty
years. The Company continually evaluates whether later events and
circumstances have occurred that indicate the remaining estimated useful life
of goodwill may warrant revision or that the remaining balance of goodwill may
not be recoverable. When factors indicate that goodwill should be evaluated
for possible impairment, the Company uses an estimate of the related business
segment's undiscounted net income over the remaining life of the goodwill in
measuring whether the goodwill is recoverable. The balance recorded at
December 28, 1996 and December 30, 1995 was net of accumulated amortization of
$1,397,000 and $1,145,000, respectively.
h. Income Taxes
The Company provides for deferred income taxes relating to timing
differences in the recognition of income and expense items (primarily
depreciation and amortization) for financial and tax reporting purposes. Also,
differences between the tax basis and the financial reporting basis of various
assets were created when the Company was acquired in 1988 and when the Company
purchased Sandy's in 1992; deferred tax assets and liabilities were provided
related to these differences. Deferred taxes at December 28, 1996 and December
30, 1995 include a provision for the differences between tax and financial
asset values except that deferred taxes were not provided with respect to
amounts allocated to goodwill. As the difference between tax and financial
reporting basis changes, appropriate charges/credits are made to the deferred
tax account.
i. Mail Order Catalog Sales
Revenue on mail order catalog sales is recognized at the time goods are
shipped.
j. Cost of Sales
Included in cost of sales are the costs of services and purchased goods,
direct manufacturing and chemical repackaging costs and non-administrative
occupancy costs.
k. Advertising
Advertising costs are recognized as the advertising expense is incurred. The
net advertising expense incurred was $5,812,000 for the year ended December
28, 1996; $4,344,000 for the year ended December 30, 1995; and $4,223,000 for
the year ended December 31, 1994.
22
<PAGE>
LESLIE'S POOLMART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
l. Use of Estimates in the Preparation of Consolidated Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles 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 expenses during the reporting period.
Actual results could differ from those estimates.
m. Recent Accounting Pronouncements
The Company adopted Statement of Financial Accounting Standard No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of" (SFAS 121) in the first quarter of 1996. The adoption of
SFAS 121 did not impact the Company's financial position or its results of
operations. In addition, in 1996 the Company adopted Statement of Financial
Accounting Standard No. 123, "Accounting for Stock-Based Compensation" (SFAS
123). The disclosures required by SFAS 123 are presented in Note 12.
n. Reclassifications
Certain prior period amounts in the consolidated financial statements have
been reclassified to conform to the 1996 presentations.
4. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
DECEMBER 28, DECEMBER 30,
1996 1995
------------ ------------
<S> <C> <C>
Raw materials and supplies......................... $ 1,659,000 $ 1,433,000
Finished goods..................................... 32,289,000 32,870,000
----------- -----------
$33,948,000 $34,303,000
=========== ===========
</TABLE>
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
<TABLE>
<CAPTION>
DECEMBER 28, DECEMBER 30,
1996 1995
------------ -----------
<S> <C> <C>
Land................................................ $ 6,578,000 $ 6,734,000
Buildings and improvements.......................... 6,868,000 6,716,000
Equipment........................................... 1,785,000 1,484,000
Leasehold improvements.............................. 14,796,000 12,836,000
Office furniture, equipment and other............... 15,118,000 11,278,000
Construction-in-process............................. 913,000 502,000
----------- -----------
46,058,000 39,550,000
Less--Accumulated depreciation and amortization..... 12,751,000 10,005,000
----------- -----------
$33,307,000 $29,545,000
=========== ===========
</TABLE>
6. BANK CREDIT AGREEMENT
Effective June 30, 1995, the Company entered into a Second Amended and
Restated Credit Agreement with Wells Fargo Bank which has three facilities: a
Line-of-Credit, a Revolving Term Loan, and a Project financing
23
<PAGE>
LESLIE'S POOLMART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
facility, which may be drawn to finance specific real estate development
projects undertaken in connection with the addition of new retail stores. The
Credit Agreement contains certain financial covenants and requires that
certain other debts of the Company be subordinated in right of repayment to
the lender. As of December 28, 1996 the Company was in compliance with these
covenants.
As of December 28, 1996, the Line-of-Credit's outstanding principal balance
was $15,440,000. The Credit Agreement was amended in November 1995, increasing
the amount of borrowings allowed under the line-of-credit up to $19,000,000.
In early 1996, the line of credit was amended and temporarily expanded (to
$22,000,000 through May 15, 1996 and $19,000,000 thereafter) and the term was
extended through October 1, 1997. Subsequent to year-end, the Company amended
its Credit Agreement to consolidate the existing line of credit facility, the
project financing facility, and the revolving term loan into one expanded
$38,000,000 line of credit facility. The term of the expanded line of credit
facility was extended through February 16, 2000.
Interest is payable monthly on all borrowings. The amended Line-of-Credit
accrues interest at the lender's reference rate (8.25% at December 28, 1996)
or at LIBOR plus 1.75%, at the borrower's election.
7. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
DECEMBER 28, DECEMBER 30,
1996 1995
------------ ------------
<S> <C> <C>
Revolving Loan................................... $6,000,000 $8,000,000
Notes payable collateralized by security
interests in certain assets, with maturities
from March, 1999 to September, 2002. Interest
accrues at rates of 6.5% to 8.25%............... 719,000 860,000
Notes payable collateralized by security interest
in various properties, due in monthly
installments with maturities from December 2003
to December 2009. Interest accrues at the rate
of 7.625% to 9.125%............................. 1,049,000 1,068,000
---------- ----------
7,768,000 9,928,000
Less--Current portion............................ 2,187,000 2,085,000
---------- ----------
$5,581,000 $7,843,000
========== ==========
</TABLE>
Principal maturities of long-term debt as of December 28, 1996 are as
follows:
<TABLE>
<S> <C>
1997.............................................................. $2,187,000
1998.............................................................. 4,193,000
1999.............................................................. 124,000
2000.............................................................. 106,000
2001.............................................................. 113,000
Thereafter........................................................ 1,045,000
----------
$7,768,000
==========
</TABLE>
24
<PAGE>
LESLIE'S POOLMART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Convertible Subordinated Debentures
On May 25, 1995, the Company completed a private placement of its $10
million 8% convertible subordinated debentures. Interest is payable semi-
annually. The debentures have a six-year term, expiring May 15, 2001 and are
convertible into the Company's common stock at $20.95 per share. The
debentures are unsecured and subordinated to the present and future senior
debt of the Company.
7 1/2% Convertible Notes
In conjunction with the Company's initial public offering in April, 1991,
the Company and one of its former shareholders agreed to terminate the
shareholder's covenant not to compete in exchange for $2,767,000 of the
Company's 7 1/2% convertible notes. In December, 1993, approximately
$1,384,000 of these 7 1/2% convertible notes was repaid. The remaining portion
of the 7 1/2% convertible notes was converted to shares of the Company's
common stock at a conversion price of $11.00 per share on December 29, 1995.
8. LEASES
The Company leases certain store, office, distribution and manufacturing
facilities under operating leases which expire at various dates through 2007.
Lease agreements generally provide for increases related to cost of living
indices and require the Company to pay for property taxes, repairs and
insurance. Future minimum lease payments at December 28, 1996 are as follows:
<TABLE>
<S> <C>
1997............................................................. $13,798,000
1998............................................................. 11,286,000
1999............................................................. 10,030,000
2000............................................................. 7,597,000
2001............................................................. 5,320,000
Thereafter....................................................... 10,205,000
-----------
$58,236,000
===========
</TABLE>
As of March 3, 1997, the Company had entered into operating leases for
additional new store sites which have future minimum lease payment
requirements of approximately $677,000 in 1997, $1,016,000 in 1998, 1999, and
2000, $976,000 in 2001, and $1,434,000 thereafter.
Certain leases are renewable at the option of the Company for periods of one
to ten years. Rent expense charged against income totaled $16,024,000,
$13,397,000, and $10,119,000, in 1996, 1995 and 1994, respectively.
9. INCOME TAXES
The provision for income taxes is comprised of the following:
<TABLE>
<CAPTION>
1996 1995 1994
---------- ----------- ----------
<S> <C> <C> <C>
Federal:
Current............................... $2,386,000 $ 2,263,000 $3,074,000
Deferred.............................. (222,000) (1,750,000) (567,000)
---------- ----------- ----------
2,164,000 513,000 2,507,000
---------- ----------- ----------
State:
Current............................... 641,000 610,000 858,000
Deferred.............................. (60,000) (547,000) (113,000)
---------- ----------- ----------
581,000 63,000 745,000
---------- ----------- ----------
$2,745,000 $ 576,000 $3,252,000
========== =========== ==========
</TABLE>
25
<PAGE>
LESLIE'S POOLMART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
A reconciliation of the provision for income taxes to the amount computed at
the federal statutory rate is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---------- ----------- ----------
<S> <C> <C> <C>
Federal income tax at statutory rate..... $2,248,000 $ 1,354,000 $2,664,000
Reversal of tax reserves no longer need-
ed...................................... -- (1,100,000) --
Effect of differences created by
acquisition accounting including
amortization of differences between fair
values assigned in purchase accounting
and historical tax values............... 146,000 96,000 96,000
State taxes, net of federal benefit...... 351,000 226,000 492,000
---------- ----------- ----------
$2,745,000 $ 576,000 $3,252,000
========== =========== ==========
</TABLE>
The tax effect of temporary differences which give rise to significant
portions of the deferred tax liability are summarized below.
<TABLE>
<CAPTION>
1996 1995
------------------------- -------------------------
DEFERRED TAX DEFERRED TAX DEFERRED TAX DEFERRED TAX
ASSETS LIABILITIES ASSETS LIABILITIES
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Property, plant and
equipment differences.. $ -- $ 1,857,000 $ -- $ 941,000
State income taxes...... 197,000 -- 207,000 --
Inventory overhead
differences............ 1,942,000 -- 1,834,000 --
Difference in timing of
certain deductions..... 463,000 1,242,000 280,000 1,022,000
---------- ----------- ---------- ----------
$2,602,000 $ 3,099,000 $2,321,000 $1,963,000
========== =========== ========== ==========
</TABLE>
The Company has net operating losses (NOL) available for offset against
future tax liabilities at December 28, 1996 of $7,452,000, extending through
2007, limited to approximately $83,000 per year. As this NOL is utilized, such
amounts will reduce goodwill.
10. CONTINGENCIES
The Company is a defendant in lawsuits or potential claims encountered in
the normal course of business, such matters are being vigorously defended. In
the opinion of management, the resolutions of these matters will not have a
material effect on the Company's financial position or results of operations.
The Company's general liability insurance program and employee group medical
plan have self-insurance retention features of $100,000 and $75,000 per
incident, respectively. The Company's liability is limited to $600,000 per
year for the general liability program.
11. 401(K) PLAN
The Company provides for the benefit of its employees a voluntary retirement
plan under Section 401(k) of the Internal Revenue Code. During 1996, the plan
covered all eligible employees and provided for a matching contribution by the
Company of 50% of each participant's contribution up to 4% of the individual's
compensation as defined. The expenses related to this program were $263,000,
$212,000, and $199,000 for 1996, 1995 and 1994, respectively.
26
<PAGE>
LESLIE'S POOLMART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
12. STOCK BASED COMPENSATION PLANS
The Company has granted stock options to various employees and directors.
The Company accounts for these plans under APB Opinion No. 25, under which no
compensation cost has been recognized.
Had compensation cost for these plans been determined consistent with SFAS
123, the Company's net income and earnings per share would have been reduced
to the following proforma amounts:
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Net income
As Reported.......................................... $3,869,000 $3,407,000
Pro forma............................................ $3,490,000 $3,362,000
Primary EPS
As Reported.......................................... $ 0.57 $ 0.52
Pro forma............................................ $ 0.50 $ 0.51
</TABLE>
Because the SFAS 123 method of accounting has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation cost
may not be representative of that to be expected in future years.
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 1996 and 1995: risk free interest rates of 5.8%
and 6.5%, respectively; expected volatility of 49% and 50%, respectively;
weighted average fair value of options of $7.55 and $7.88 in 1996 and 1995,
respectively; expected lives of 7 years for both years and no expected
dividend yield for either year.
In June 1990, the Company adopted a stock option plan which provided for the
issuance of up to 165,375 common shares at an option price equal to at least
100 percent (incentive options) or at least 85 percent (nonqualified options)
of the fair value of the common stock at the date of grant. In May 1993, May
1994 and May 1996, the shareholders approved the reservation of an additional
165,375 shares, 330,750 shares and 600,000 shares, respectively, for options
issuable under the 1990 plan. Options granted vest ratably over a three-year
period, and all expire after 10 years.
In March 1992, the Board of Directors adopted the 1992 Directors' Stock
Option Plan (which was approved by the shareholders in May 1992) which
provides for the issuance to non-employee directors of up to 110,250 common
shares at an option price equal to 100 percent of fair market value of the
common stock at the date of grant. Options are granted pursuant to a formula
under which such directors and the Company's Chairman receive an option to
purchase 5,513 shares of stock upon becoming an eligible director and 3,308
shares on the first business day of each succeeding year on which such person
is an eligible director.
<TABLE>
<CAPTION>
1996 1995 1994
----------------- ----------------- ------------------
WTD AVG WTD AVG WTD AVG
SHARES EX PRICE SHARES EX PRICE SHARES EX PRICE
------- -------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beg. of
year................... 833,166 $ 7.58 859,947 $ 7.06 782,696 $ 5.08
Granted................. 208,168 12.92 71,332 13.02 201,497 12.16
Exercised............... (40,804) (7.44) (83,640) (6.15) (116,342) (2.51)
Cancelled............... (28,463) (11.68) (14,473) (11.61) (7,904) (7.66)
------- ------ ------- ------ -------- ------
Outstanding at end of
year................... 972,067 8.62 833,166 7.58 859,947 7.06
------- ------ ------- ------ -------- ------
Exercisable at end of
year................... 709,074 $ 9.94 565,431 $ 9.00 444,982 $ 8.74
</TABLE>
27
<PAGE>
LESLIE'S POOLMART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The following table summarizes information about all stock options
outstanding as of December 28, 1996:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------- --------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
EXERCISE PRICE OUTSTANDING LIFE PRICE EXERCISABLE PRICE
-------------- ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
Less than $1.00....... 135,536 2.6 years $ 0.64 135,536 $ 0.64
$5.00 to $7.99........ 361,805 6.2 years 6.80 355,924 6.82
$8.00 to $10.99....... 89,484 7.4 years 9.20 57,229 8.49
$11.00 to $14.00...... 385,242 8.6 years 13.00 160,385 12.86
------- --------- ------ ------- ------
972,067 6.8 years $ 8.62 709,074 $ 7.14
------- --------- ------ ------- ------
</TABLE>
During 1996, 40,804 options were exercised at exercise prices ranging between
$5.44 and $12.62.
In December 1990, the Company adopted a stock bonus plan which provides for
the issuance of 20,000 shares of common stock at the fair market value at the
date of grant to employees in consideration for services rendered. At December
28, 1996, 12,348 shares of common stock had been issued pursuant to this plan.
13. CALCULATION OF PER SHARE AMOUNTS
Net income per share amounts are computed based on the weighted average
number of shares outstanding plus the shares that would be outstanding
assuming exercise of dilutive stock options, which are considered common stock
equivalents. The weighted average number of shares outstanding was 6,789,664,
6,614,497 and 6,515,558 for 1996, 1995 and 1994, respectively.
14. PREFERRED STOCK
The rights, preferences and privileges of the preferred stock authorized in
the Company's Articles of Incorporation are to be determined by the Board of
Directors and do not require shareholder approval. No preferred stock is
currently outstanding.
15. SUPPLEMENTAL CASH FLOW DISCLOSURES
The Company paid interest charges of $2,835,000, $2,419,000 and $1,538,000,
in 1996, 1995, and 1994, respectively. The Company paid income taxes of
$2,425,000, $2,086,000, and $4,041,000, in 1996, 1995 and 1994, respectively.
16. PROPOSED REINCORPORATION AND MERGER
On February 26, 1997, the Company's Board of Directors approved an Agreement
of Merger providing for the reincorporation of the Company in Delaware by
merger into a wholly-owned Delaware subsidiary, and an Agreement and Plan of
Merger providing for the merger of Poolmart USA Inc., a newly-formed
corporation, with and into the Company. Following consummation of the
reincorporation and upon effectiveness of the latter merger, (i) each
outstanding share of common stock of the Company would be converted into
$14.50 cash (other than 359,505 shares owned primarily by members of
management, including Michael Fourticq, the Chairman of the Company, and Brian
McDermott, the President and CEO of the Company and other than shares as to
which the holders perfect dissenters' rights) and (ii) outstanding options
covering approximately 846,000 shares of
28
<PAGE>
LESLIE'S POOLMART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
common stock, including those not yet vested, would be cancelled for payment
of the difference between the exercise price and $14.50 per share. The total
amount expected to be paid for these shares and options approximates $101
million. The proposed mergers are subject to various conditions, including
financing and approval by the Company's shareholders. The shareholders are
expected to vote on the mergers during the second quarter of 1997.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
29
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position with the Company
---- --- -------------------------
<S> <C> <C>
Michael J. Fourticq 53 Chairman of the Board of Directors
Brian P. McDermott 40 Chief Executive Officer, President and Director
Dann V. Angeloff 61 Director
John A. Canning, Jr. 52 Director
Richard H. Hillman 53 Director
Dr. Dale R. Laurance 51 Director
Clarence T. Schmitz 50 Director
Murray H. Dashe 54 Chief Operating Officer
Robert D. Olsen 44 Executive Vice President, Chief Financial Officer
Cynthia G. Watts 34 Vice President, General Counsel and Secretary
</TABLE>
Michael J. Fourticq has been Chairman of the Board of Directors of the
Company since May 1988. Between May 1988 and August 1992, he served as the
Company's Chief Executive Officer. From 1986 to 1987, Mr. Fourticq was
President and Chief Executive Officer of the Mortell Company, a manufacturer of
specialty chemical products. Since 1985 he has been the sole general partner of
Hancock Park Associates, which is the general partner and affiliate of several
investment partnerships. Mr. Fourticq was the Chairman of the Board and Chief
Executive Officer of Alliance Northwest Industries, Inc., a holding company,
principally for a specialty lighting distributor and retailer, which filed a
petition for reorganization under Chapter 11 of the Federal Bankruptcy Code in
March 1996.
Brian P. McDermott has been President and a Director of the Company since
April 1989 and its Chief Executive Officer since August 1992. Between May 1988
and April 1989, he served as the Company's Executive Vice President of
Operations and also was its Secretary from May 1988 until October 1989. From
1987 to 1988, Mr. McDermott served as Director of Acquisitions and Divestitures
at Castle & Cooke, Inc., a publicly-held holding company with diverse real
estate and corporate interests. Mr. McDermott is Chairman of the Board of
Busybody, Inc., a privately held fitness equipment retailer, of which he was
acting Chief Executive Officer from November 1994 through March 1996.
Dann V. Angeloff has been a Director of the Company since November 1996.
Since 1976 he has been President and founder of The Angeloff Company, a
corporate financial advisory firm. He currently serves on the Boards of
Directors of Compensation Resource Group,
30
<PAGE>
Eagle Lifestyle Nutrition Inc., Nicholas/Applegate Growth Equity Fund,
Nicholas/Applegate Investment Trust, Public Storate, Inc., Ready Pac Produce,
Inc., Royce Medical, Inc. and Seda Specialty Packaging.
John A. Canning, Jr. has been a Director of the Company since January 1996.
He is President and founder of Madison Dearborn Partners, Inc. which specializes
in management buyout and special equity investing. Prior to founding Madison
Dearborn Partners in January 1993, Mr. Canning spent 24 years with First Chicago
Corporation, most recently as Executive Vice President of The First National
Bank of Chicago and President of First Chicago Venture Capital. He currently
serves on the Boards of Directors of The Interlake Corporation, the Milnot
Company and Tyco Toys, Inc.
Richard H. Hillman has been a Director of the Company since May 1988. From
May 1988 to April 1989, he served as President of the Company. Since 1985, Mr.
Hillman has been President of Hillman Capital Partners, a private investment and
management advisory firm. From 1978 through 1984, Mr. Hillman served as
Chairman, President and Chief Executive Officer of Phone-Mate, Inc., a
manufacturer and marketer of telephone answering machines, telephones and
related products.
Dr. Dale R. Laurance has been a Director of the Company since January 1996.
He has been a Director of Occidental Petroleum Corporation since 1990 and its
President since 1996. He was its Senior Operating Officer from 1990 to 1996 and
Vice President of Operations from 1984 to 1990. He is a Director of Canadian
Occidental Petroleum Ltd., Jacobs Engineering Group Inc., The Armand Hammer
Museum of Art and Cultural Center, Inc., Chemical Manufacturers Association,
American Petroleum Institute, U.S.-Arab Chamber of Commerce, Boy Scouts of
America-Western Los Angeles County Council and a member of the Advisory Board of
the Chemical Heritage Foundation. He is a past Chairman of the Advisory Board
for the Department of Chemical and Petroleum Engineering at the University of
Kansas and is a recipient of the Distinguished Engineering Service Award from
the School of Engineering at the Universtiy of Kansas. Dr. Laurance has served
as a Managing Director of the Joffrey Ballet Company.
Clarence T. Schmitz has been a Director of the Company since November 1996.
Since February 1995 he has been Executive Vice President and Chief Financial
Officer of Jefferies Group, Inc., a brokerage and investment banking firm. From
1993 through 1995, Mr. Schmitz served as national Managing Partner of KPMG, a
financial services firm in its Manufacturing, Retailing & Distribution line of
business. From 1990 through 1993, Mr. Schmitz served as Managing Partner of
KPMG in its Los Angeles Business Unit. He is a Director of RVI Limited, a
Bermuda insurance company.
Murray H. Dashe has been Chief Operating Officer of the Company since
August 1992 and was a Director between August 1989 and November 1996. From
April 1990 through August 1992, he was President and Chief Executive Officer of
RogerSound Labs, a Southern California retailer of audio/video consumer
electronics, which filed a petition for dissolution under Chapter 7 of the
Federal Bankruptcy laws in June 1992. From 1985 through April 1990, Mr. Dashe
held several positions with SILO, a consumer electronics and appliance retailer,
including Regional President. From 1970 to 1978, and 1983 to 1985, Mr. Dashe
held positions of increasing operating responsibility with Allied Stores Corp.
(now Federated Department Stores, Inc.), an operator of department and specialty
stores throughout the United States.
Robert D. Olsen has been Executive Vice President and Chief Financial
Officer of the Company since April 1993. From 1990 through April 1993 he was
Executive Vice President and Chief Financial Officer of TuneUp Masters, a
California-based chain of fast automotive tuneup and lube outlets, which filed a
petition for reorganization under Chapter 11 of the Federal Bankruptcy laws in
November 1994. From 1985 through 1989, Mr. Olsen held several positions
31
<PAGE>
with AutoZone, an automotive parts and accessories retailer, including
Controller, Vice President - Finance, and Senior Vice President and Chief
Financial Officer. From 1981 through 1984 he held a variety of positions with
PepsiCo International and Pepsi Cola USA.
Cynthia G. Watts has been Vice President and General Counsel of the Company
since February 1993 and Secretary of the Company since March 1993. From 1988 to
January 1993, Ms. Watts was an attorney at Paul, Hastings, Janofsky and Walker,
a Los Angeles-based law firm, where her practice was concentrated in the areas
of general corporate representation and corporate finance, including securities,
venture capital and mergers and acquisitions.
All executive officers of the Company are chosen by the Board of Directors
and serve at the Board's discretion. No family relationships exist between any
of the officers or directors of the Company.
Messrs. Fourticq and McDermott are partners together in investment
partnerships that do not own shares of the Company.
Occidental Petroleum Corporation holds the Company's Convertible
Subordinated Debentures in the amount of $10 million, and one of its
subsidiaries is a supplier of chemicals to the Company.
32
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth for the fiscal
years ended December 28, 1996, December 30, 1995, and December 31, 1994, the
compensation for services to the Company of the Chief Executive Officer and the
four most highly compensated executive officers as of December 30, 1995.
<TABLE>
<CAPTION>
Long-Term All Other
Annual Compensation Compensation Compensation
-------------------- ------------- --------------------
Salary Bonus Stock Options 401(k) Insurance
Year ($) ($) (1) (#) (2) ($)(3) ($)(4)
---- ------- ------- ------------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Fourticq 1996 157,500 0 3,308 0 0
Chairman of the Board 1995 150,000 0 3,308 0 0
1994 150,000 0 3,308 0 0
Brian P. McDermott 1996 367,500 0 30,000 3,000 204
Chief Executive Officer, 1995 350,000 0 0 3,000 132
President and Director 1994 325,000 40,000 28,875 2,772 132
Murray H. Dashe 1996 288,750 0 22,500 3,000 576
Chief Operating Officer 1995 275,000 0 0 3,000 576
1994 255,000 27,500 21,000 2,772 576
Robert D. Olsen 1996 231,000 0 25,000 3,000 204
Executive Vice President 1995 220,000 0 0 3,000 204
and Chief Financial 1994 200,000 22,500 21,000 1,945 204
Officer
Cynthia G. Watts 1996 157,500 0 15,000 3,000 108
Vice President, General 1995 150,000 0 0 3,000 108
Counsel and Secretary 1994 135,000 15,000 13,125 1,967 108
- ------------
</TABLE>
(1) Annual bonuses are indicated for the year in which they were earned and
accrued. Bonuses for the 1994 fiscal year were paid in 1995.
(2) Options granted prior to April 1994 and August 1995 have been adjusted to
reflect the Company's stock dividends effective those months. All options
were granted at their fair market value on the date of grant.
(3) Represents Company matching contributions to individuals' 401(k) accounts.
(4) Represents premiums paid by the Company for life insurance not generally
available to all Company employees.
33
<PAGE>
OPTION GRANTS IN 1996
The following table sets forth the stock options granted to the Chief
Executive Officer and the four other most highly compensated executive officers
as of December 28, 1996, during the fiscal year ended December 28, 1996,
pursuant to the Company's 1990 Stock Option Plan, 1992 Directors' Stock
Incentive Plan, or otherwise.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price
Appreciation for Option
Individual Grants Term (1)
-------------------------------------------------- --------------------------
% of Total
Options Exercise
Granted to or
Options Employees in Base Price Expiration
Name Granted Fiscal Year ($/Sh)(2) Date 5% ($) 10% ($)
---- --------- ------------ ---------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Fourticq 3,308(3) 1.8% 13.25 1/1/06 27,570 69,860
Brian P. McDermott 30,000(4) 16.4% 13.50 1/9/06 254,700 645,470
Murray Dashe 22,000(4) 12.0% 13.50 1/9/06 186,780 473,340
Robert D. Olsen 22,000(4) 12.0% 13.50 1/9/06 186,780 473,340
Cynthia G. Watts 15,000(4) 8.2% 13.50 1/9/06 127,350 322,730
</TABLE>
- -------------
(1) Potential realizable value is based on an assumption that the stock price
of the common stock appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the ten-year option term.
These numbers are calculated based on requirements promulgated by the
Securities and Exchange Commission and do not reflect the Company's
estimate of future stock price growth.
(2) All stock options were granted at fair market value on the date of grant.
(3) Granted pursuant to 1992 Directors' Stock Incentive Plan.
(4) Granted pursuant to 1990 Stock Option Plan. Vests over three years.
AGGREGATED OPTION EXERCISES IN 1996 AND FISCAL YEAR-END OPTION VALUE
The following table sets forth the stock option exercises by the named
executive officers during 1996. In addition, the table indicates the total
number and value of exercisable and non-exercisable options held by each such
officer as of December 28, 1996.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options at
Value Options at December 28, 1996 December 28, 1996 ($) (1)
Shares Acquired Realized ---------------------------- -----------------------------
Name on Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Fourticq 0 0 16,540 0 48,172 0
Brian P. McDermott 0 0 196,869 28,925 1,527,801 3,400
Murray H. Dashe 0 0 119,733 22,001 729,215 2,667
Robert D. Olsen 0 0 124,363 22,001 554,065 2,667
Cynthia G. Watts 500 4,997 39,874 14,376 150,605 1,667
</TABLE>
- ------------
(1) Potential unrealized value is (i) the fair market value at fiscal 1996
year-end ($13.00 per share) less the option exercise price times (ii) the
number of shares.
34
<PAGE>
DESCRIPTION OF CERTAIN COMPENSATION ARRANGEMENTS
Murray H. Dashe Arrangements
In Connection with his agreeing to serve as the Company's Chief
Operating Officer, the Company entered into a severance agreement with Murray H.
Dashe in August 1992 pursuant to which, if the Company terminates Mr. Dashe's
employment without cause (as defined in the agreement) the Company will pay Mr.
Dashe his annual salary for a period of one year from the date of termination.
The Company further agreed that if Mr. Dashe is terminated for any reason other
than death, disability or cause, the Company will (at Mr. Dashe's option)
purchase his residence for a price of $835,000. The Agreement's term runs until
Mr. Dashe's employment terminates voluntarily or due to death, disability or
cause or when the value of all exercisable (and exercised) options granted Mr.
Dashe is at least $1.5 million for a four-month period.
DIRECTORS' COMPENSATION
Cash Compensation
For their services as directors during the 1996 fiscal year, each non-
employee director was paid a fee at the annual rate of $18,000 and received, in
addition, $750 for each Board meeting attended and $500 for each Committee
meeting attended.
1992 Directors' Stock Incentive Plan
The Company's 1992 Directors' Stock Incentive Plan was adopted by the
Board of Directors of the Company in March 1992 and ratified by its shareholders
in May 1992 (the "1992 Plan"). The purpose of the 1992 Plan is to provide
incentives that will attract and retain highly competent persons as directors of
the Company by providing them with opportunities to acquire a proprietary
interest in the Company. The 1992 Plan provides for the grant to any non-
employee director of the Company and the Chairman of the Board of the Company
(each, a "Participating Director") of stock options receiving no special tax
benefit (the "Options"). The aggregate number of options to purchase shares of
the Company's Common Stock which may be issued under the 1992 Plan is 110,250.
The
The 1992 Plan is administered by the Board of Directors or a committee
appointed by the Board of Directors. However, the time of grant, number of
shares granted, and exercise price are established by the terms of the 1992 Plan
and are not subject to the discretion of any committee or person.
Whenever any person becomes a Participating Director of the Company,
that person will automatically receive an Option, granted the date such person
becomes a Participating Director, to purchase 5,512 shares of Common Stock. In
addition, on the first business day of each calendar year during the term of the
1992 Plan, each Participating Director then in office is automatically granted
an Option to purchase 3,308 shares of Common Stock. All Options have an
exercise price equal to their market value on the date of grant, and have a term
of ten years (subject to earlier termination). The Options generally will be
fully exercisable six months after the date of grant.
On December 28, 1996, options to purchase 61,748 shares at a weighted
average exercise price of $11.03 per share were outstanding under the 1992 Plan.
ITEMS 12 AND 13.
Items 12 and 13 are incorporated by reference from the Company's
definitive proxy statement to be filed by the Securities and Exchange Commission
pursuant to Regulations 14A not later than 120 days after the end of the
Company's fiscal year ended December 28, 1996.
35
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1),(2) THE FOLLOWING FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES ARE INCLUDED HEREWITH AND ARE FILED AS PART OF THIS ANNUAL REPORT:
Consolidated Balance Sheets at December 28, 1996 and December 30, 1995
Consolidated Statements of Income for the years ended December 28, 1996,
December 30, 1995, and December 31, 1994
Consolidated Statements of Shareholders' Equity (Deficit) for the years ended
December 28, 1996, December 30, 1995, and December 31, 1994
Consolidated Statements of Cash Flows for the years ended December 28, 1996,
December 30, 1995, and December 31, 1994
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
Schedule II - Valuation and Qualifying Accounts
(a)(3) THE FOLLOWING EXHIBITS SET FORTH BELOW ARE FILED AS PART OF THIS
ANNUAL REPORT OR ARE INCORPORATED HEREIN BY REFERENCE:
Exhibit
Number Description
------- -----------
2.1/(1)/ Stock Purchase Agreement dated as of August 31, 1992 among
Registrant, Philip Leslie ("Leslie") and Sander Bass ("Bass")
3.1/(2)/ Restated Articles of Incorporation
3.2/(2)/ Bylaws
10.1/(2)/ Form of Stock Option Agreement between Registrant and the
individuals set forth on the schedule thereto.
10.2/(2)/ 1990 Stock Option Plan, and forms of Incentive Stock Option
Agreement and Nonstatutory Stock Option Agreement.
10.3/(2)/ Lease for distribution center in Dallas, Texas, dated August 15,
1990, between Registrant and Adams Property Associates.
10.4/(2)/ Form of Indemnification Agreement.
10.5/(3)/ 1992 Directors' Incentive Stock Option Plan, and form of Stock
Option Agreement
10.6/(3)/ Severance Agreement, dated August 21, 1992, between Registrant
and Murray H. Dashe.
10.7/(3)/ Noncompetition Agreement, dated August 31, 1992, among Sandy's
Pool Supply, Inc. ("Sandy's"), Leslie and Registrant.
10.8/(3)/ Noncompetition Agreement, dated August 31, 1992, among Sandy's,
Bass and Registrant.
10.9/(3)/ Stock Option Agreement, dated September 21, 1992, between
Registrant and Murray H. Dashe.
10.10/(4)/ Stock Option Agreement, dated May 3, 1993, between Registrant
and Robert D. Olsen.
10.11/(5)/ Debenture Purchase Agreement dated as of May 25, 1995 by and
between Registrant and Occidental Petroleum Corporation, a
Delaware corporation.
10.12/(6)/ Second Amended and Restated Credit Agreement between Registrant
36
<PAGE>
and Wells Fargo Bank, N.A. ("Wells Fargo") dated June 30, 1995.
10.13/(7)/ First Amendment to Second Amended and Restated Credit Agreement
between Registrant and Wells Fargo, dated October 1, 1995.
10.14/(8)/ Second Amendment to Second Amended and Restated Credit Agreement
between Registrant and Wells Fargo, dated November 30, 1995.
10.15/(8)/ Third Amendment to Second Amended and Restated Credit Agreement
between Registrant and Wells Fargo, dated February 23, 1996.
10.16/(9)/ Lease between Registrant and Striks Properties dated August 21,
1996.
22.1/(8)/ Subsidiaries of Registrant.
24.1 Consent of Arthur Andersen LLP.
27 Financial Data Schedule
________________
/(1)/ Incorporated herein by reference to the Company's Report on Form 8-K
filed with the Securities and Exchange Commission ("the Commission") on
September 15, 1992.
/(2)/ Incorporated herein by reference to the Company's Registration Statement
on Form S-1 (No. 33-39412) filed with the Commission on March 15, 1991,
as amended by Amendment No. 1 thereto filed on April 17, 1991.
/(3)/ Incorporated herein by reference to the Company's Report on Form 10-Q for
the fiscal quarter ended March 31, 1993, filed with the Commission on May
13, 1993.
/(4)/ Incorporated herein by reference to the Company's Report on Form 10-Q for
the fiscal quarter ended June 30, 1993, filed with the Commission on
August 12, 1993.
/(5)/ Incorporated herein by reference to the Company's Report on Form 8-K,
filed with the Commission on June 8, 1995.
/(6)/ Incorporated herein by reference to the Company's Report on Form 10-Q for
the fiscal quarter ended July 1, 1995, filed with the Commission on
August 15, 1995.
/(7)/ Incorporated herein by reference to the Company's Report on Form 10-Q for
the fiscal quarter ended September 30, 1995, filed with the Commission on
November 15, 1995.
/(8)/ Incorporated herein by reference to the Company's Report on Form 10-K for
the fiscal year ended December 30, 1995, as filed with the Commission on
March 28, 1996.
/(9)/ Incorporated herein by reference to the Company's Report on Form 10-Q for
the fiscal quarter ended September 28, 1996, as filed with the Commission
on November 11, 1996.
(b) REPORTS ON FORM 8-K
None.
37
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on March 27, 1997.
LESLIE'S POOLMART
(Registrant)
By: /s/ Robert D. Olsen
-----------------------
Robert D. Olsen,
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Michael J. Fourticq Chairman of the Board of March 27, 1997
- ---------------------------------- Directors
Michael J. Fourticq
/s/ Brian P. McDermott Chief Executive Officer, March 27, 1997
- ---------------------------------- President, and Director
Brian P. McDermott
/s/ Dann V. Angeloff Director March 27, 1997
- ----------------------------------
Dann V. Angeloff
/s/ John A. Canning, Jr. Director March 27, 1997
- ----------------------------------
John A. Canning, Jr.
/s/ Richard H. Hillman Director March 27, 1997
- ----------------------------------
Richard H. Hillman
/s/Dr. Dale R. Laurance Director March 27, 1997
- ----------------------------------
Dr. Dale R. Laurance
/s/ Clarence T. Schmitz Director March 27, 1997
- ----------------------------------
Murray H. Dashe
/s/ Robert D. Olsen Chief Financial Officer March 27, 1997
- ---------------------------------- and Principal Accounting Officer
Robert D. Olsen
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and
Shareholders of Leslie's Poolmart:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements of Leslie's Poolmart and subsidiary included
in this Form 10-K and have issued our report thereon dated March 6, 1997. Our
audits were made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedule listed in Item 14 is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. This schedule has been subjected
to the auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
March 6, 1997
<PAGE>
LESLIE'S POOLMART
SCHEDULE - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Balance
Balance at Charged to at end
beginning costs and of
of period expenses Deductions Period
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Year ended December 31, 1994:
Accumulated amortization of goodwill... $ 667,000 $239,000 $--- $ 906,000
Accumulated amortization of deferred
loan costs........................... $ 14,000 $ 41,000 $--- $ 55,000
Year ended December 30, 1995:
Accumulated amortization of goodwill... $ 906,000 $239,000 $--- $1,145,000
Accumulated amortization of deferred
loan costs........................... $ 55,000 $ 51,000 $--- $ 106,000
Year ended December 28, 1996:
Accumulated amortization of goodwill... $1,145,000 $252,000 $___ $1,397,000
Accumulated amortization of deferred
loan costs........................... $ 106,000 $ 55,000 $___ $ 161,000
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Pages
----------- ----------- --------------
<S> <C> <C>
2.1/(1)/ Stock Purchase Agreement dated as of August 31, 1992 among
Registrant, Philip Leslie ("Leslie") and Sander Bass ("Bass")
3.1/(2)/ Restated Articles of Incorporation
3.2/(2)/ Bylaws
10.1/(2)/ Form of Stock Option Agreement between Registrant and the
individuals set forth on the schedule thereto.
10.2/(2)/ 1990 Stock Option Plan, and forms of Incentive Stock Option
Agreement and Nonstatutory Stock Option Agreement.
10.3/(2)/ Lease for distribution center in Dallas, Texas, dated August 15,
1990, between Registrant and Adams Property Associates.
10.4/(2)/ Form of Indemnification Agreement.
10.5/(3)/ 1992 Directors' Incentive Stock Option Plan, and form of Stock
Option Agreement
10.6/(3)/ Severance Agreement, dated August 21, 1992, between Registrant
and Murray H. Dashe.
10.7/(3)/ Noncompetition Agreement, dated August 31, 1992, among Sandy's
Pool Supply, Inc. ("Sandy's"), Leslie and Registrant.
10.8/(3)/ Noncompetition Agreement, dated August 31, 1992, among Sandy's,
Bass and Registrant.
10.9/(3)/ Stock Option Agreement, dated September 21, 1992, between
Registrant and Murray H. Dashe.
10.10/(4)/ Stock Option Agreement, dated May 3, 1993, between Registrant and
Robert D. Olsen.
10.11/(5)/ Debenture Purchase Agreement dated as of May 25, 1995 by and
between Registrant and Occidental Petroleum Corporation, a
Delaware corporation.
10.12/(6)/ Second Amended and Restated Credit Agreement between Registrant
and Wells Fargo Bank, N.A. ("Wells Fargo") dated June 30, 1995.
10.13/(7)/ First Amendment to Second Amended and Restated Credit Agreement
between Registrant and Wells Fargo, dated October 1, 1995.
10.14/(8)/ Second Amendment to Second Amended and Restated Credit Agreement
between Registrant and Wells Fargo, dated November 30, 1995.
10.15/(8)/ Third Amendment to Second Amended and Restated Credit Agreement
between Registrant and Wells Fargo, dated February 23, 1996.
10.16/(9)/ Lease between Registrant and Striks Properties dated August 21,
1996.
22.1/(8)/ Subsidiaries of Registrant.
24.1 Consent of Arthur Andersen LLP.
27. Financial Data Schedule
</TABLE>
________________
/(1)/ Incorporated herein by reference to the Company's Report on Form 8-K
filed with the Securities and Exchange Commission ("the Commission") on
September 15, 1992.
/(2)/ Incorporated herein by reference to the Company's Registration Statement
on Form S-1 (No. 33-39412) filed with the Commission on March 15, 1991,
as amended by Amendment No. 1 thereto filed on April 17, 1991.
<PAGE>
/(3)/ Incorporated herein by reference to the Company's Report on Form 10-Q for
the fiscal quarter ended March 31, 1993, filed with the Commission on May
13, 1993.
/(4)/ Incorporated herein by reference to the Company's Report on Form 10-Q for
the fiscal quarter ended June 30, 1993, filed with the Commission on
August 12, 1993.
/(5)/ Incorporated herein by reference to the Company's Report on Form 8-K,
filed with the Commission on June 8, 1995.
/(6)/ Incorporated herein by reference to the Company's Report on Form 10-Q for
the fiscal quarter ended July 1, 1995, filed with the Commission on
August 15, 1995.
/(7)/ Incorporated herein by reference to the Company's Report on Form 10-Q for
the fiscal quarter ended September 30, 1995, filed with the Commission on
November 15, 1995.
/(8)/ Incorporated herein by reference to the Company's Report on Form 10-K for
the fiscal year ended December 30, 1995, as filed with the Commission on
March 28, 1996.
/(9)/ Incorporated herein by reference to the Company's Report on Form 10-Q for
the fiscal quarter ended September 28, 1996, as filed with the Commission
on November 11, 1996.
<PAGE>
EXHIBIT 24.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our reports included in this Form 10-K into the Company's previously filed
Registration Statements File No. 33-48581 and File No. 33-51174.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
March 24, 1997
Los Angeles, California
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-28-1996 DEC-30-1995
<PERIOD-START> DEC-31-1995 JAN-01-1995
<PERIOD-END> DEC-28-1996 DEC-30-1995
<CASH> 87 74
<SECURITIES> 0 0
<RECEIVABLES> 2,550 2,235
<ALLOWANCES> 0 0
<INVENTORY> 33,948 34,303
<CURRENT-ASSETS> 40,880 40,809
<PP&E> 46,058 39,550
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 83,157 79,529
<CURRENT-LIABILITIES> 28,162 27,802
<BONDS> 0 0
0 0
0 0
<COMMON> 32,625 32,100
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 83,157 79,529
<SALES> 0 0
<TOTAL-REVENUES> 191,640 162,456
<CGS> 0 0
<TOTAL-COSTS> 118,880 102,057
<OTHER-EXPENSES> 252 239
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 2,786 2,708
<INCOME-PRETAX> 6,614 3,983
<INCOME-TAX> 2,745 576
<INCOME-CONTINUING> 3,869 3,407
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 3,869 3,407
<EPS-PRIMARY> .57 .52
<EPS-DILUTED> .57 .52
</TABLE>
