<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 1997.
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission file number 0-18741
LESLIE'S POOLMART, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4620298
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
20630 Plummer Street, Chatsworth, California 91311
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (818) 993-4212
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
---- ---
Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE REGISTRANTS:
As of August 25, 1997 the number of outstanding shares of the Registrant's
common stock was 1,433,643.
This report on Form 10-Q contains 12 pages.
The index to exhibits is on page 12.
===============================================================================
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LESLIE'S POOLMART, INC.
-----------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 28, December 28,
1997 1996
----------- ------------
ASSETS (UNAUDITED)
- ------
<S> <C> <C>
CASH $ 7,603 $ 87
RECEIVABLES, NET 5,248 2,550
INVENTORIES, NET 53,527 33,948
PREPAID EXPENSES 1,367 1,693
DEFERRED TAX ASSETS 2,602 2,602
--------- ---------
TOTAL CURRENT ASSETS 70,347 40,880
PROPERTY, PLANT AND EQUIPMENT, NET 35,902 33,307
GOODWILL, NET 8,171 8,298
DEFERRED FINANCING COSTS 3,507 --
OTHER ASSETS 729 672
--------- ---------
$ 118,656 $ 83,157
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
ACCOUNTS PAYABLE $ 27,268 $ 6,055
ACCRUED LIABILITIES 6,304 4,480
LINE-OF-CREDIT BORROWINGS -- 15,440
CURRENT PORTION OF LONG-TERM DEBT 131 2,187
INCOME TAXES 4,081 --
--------- ---------
TOTAL CURRENT LIABILITIES 39,914 28,162
DEFERRED INCOME TAXES 3,099 3,099
LONG-TERM DEBT, NET OF CURRENT PORTION 1,377 5,581
SENIOR NOTES 90,000 --
CONVERTIBLE SUBORDINATED DEBENTURE -- 10,000
PREFERRED STOCK 25,037 --
SHAREHOLDERS' EQUITY
- --------------------
COMMON STOCK (46,983) 32,625
RETAINED EARNINGS 6,212 3,690
--------- ---------
TOTAL SHAREHOLDERS' (DEFICIT) EQUITY (40,771) 36,315
$ 118,656 $ 83,157
========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONDENSED CONSOLIDATED BALANCE SHEETS
-2-
<PAGE>
LESLIE'S POOLMART, INC.
-----------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------
June 28, June 29,
1997 1996
---------- ----------
<S> <C> <C>
SALES $ 98,034 $ 88,835
COST OF SALES 57,176 50,599
---------- ----------
GROSS PROFIT 40,858 38,236
SELLING, GENERAL & ADMINISTRATIVE EXPENSES 23,788 20,908
LOSS ON DISPOSITION OF FIXED ASSETS 201 --
RECAPITALIZATION COSTS 794 --
AMORTIZATION OF ACQUISITION COSTS 63 63
---------- ----------
INCOME FROM OPERATIONS 16,012 17,265
INTEREST EXPENSE 948 756
---------- ----------
INCOME BEFORE INCOME TAXES 15,064 16,509
INCOME TAX PROVISION 6,288 6,851
---------- ----------
NET INCOME $ 8,776 $ 9,658
========== ==========
NET INCOME PER SHARE OF COMMON STOCK $ 3.92 $ 1.41
(Pro Forma for the three months ended ========== ==========
June 28, 1997)
WEIGHTED AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING AND
COMMON STOCK EQUIVALENTS 1,804,507 6,866,985
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-3-
<PAGE>
LESLIE'S POOLMART, INC.
-----------------------
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)
<TABLE>
<CAPTION>
Six Months Ended
--------------------------
June 28, June 29,
1997 1996
----------- -----------
<S> <C> <C>
SALES $ 121,850 $ 106,899
COST OF SALES 75,430 64,405
----------- -----------
GROSS PROFIT 46,420 42,494
SELLING, GENERAL & ADMINISTRATIVE EXPENSES 38,843 33,712
LOSS ON DISPOSITION OF FIXED ASSETS 272 --
RECAPITALIZATION COSTS 794 --
AMORTIZATION OF ACQUISITION COSTS 127 127
----------- -----------
INCOME FROM OPERATIONS 6,384 8,655
INTEREST EXPENSE 1,747 1,590
----------- -----------
INCOME BEFORE INCOME TAXES 4,637 7,065
INCOME TAX PROVISION 1,962 2,932
----------- -----------
NET INCOME $ 2,675 $ 4,133
=========== ===========
NET (LOSS) INCOME PER SHARE OF COMMON STOCK $ (.52) $ .61
(Pro Forma for the six months ended =========== ===========
June 28, 1997)
WEIGHTED AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING AND
COMMON STOCK EQUIVALENTS 1,433,643 6,821,833
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
-4-
<PAGE>
LESLIE'S POOLMART, INC.
-----------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended
--------------------
June 28, June 29,
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
- ------------------------------------
NET INCOME $ 2,675 $ 4,133
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 2,699 2,227
LOSS ON DISPOSITION OF FIXED ASSETS 272 --
NET CHANGE IN RECEIVABLES, INVENTORY,
PAYABLES, ACCRUED LIABILITIES AND
INCOME TAXES 6,971 8,714
OTHER, NET 269 (806)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 12,886 14,268
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
PURCHASE OF PROPERTY, PLANT AND EQUIPMENT (6,586) (5,849)
PROCEEDS FROM DISPOSITIONS OF PROPERTY, PLANT
AND EQUIPMENT 1,173 --
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (5,413) (5,849)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
NET LINE-OF-CREDIT PAYMENTS (15,440) (8,190)
PROCEEDS FROM ISSUANCE OF SENIOR NOTES 90,000 --
PAYMENTS OF LONG-TERM DEBT (16,260) (459)
PAYMENT OF DEFERRED FINANCING COSTS (3,533) --
PURCHASE OF COMMON STOCK (94,300) --
PROCEEDS FROM ISSUANCE OF PREFERRED
AND COMMON STOCK, NET 39,576 279
-------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 43 (8,370)
-------- --------
NET INCREASE IN CASH 7,516 49
CASH AT BEGINNING OF PERIOD 87 74
-------- --------
CASH AT END OF PERIOD $ 7,603 $ 123
======== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-5-
<PAGE>
LESLIE'S POOLMART, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 28, 1997
(UNAUDITED)
(1) PRESENTATION OF FINANCIAL INFORMATION
The condensed consolidated financial statements included herein have been
prepared by Leslie's Poolmart, Inc. (the "Company"), without audit, and
include all adjustments of a normal recurring nature which are, in the
opinion of management, necessary for a fair presentation of the results of
operations for the three and six month periods ended June 28, 1997 and June
29, 1996 pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations, although the Company believes the disclosures in
these financial statements are adequate to make the information presented
not misleading.
The following material under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" is written with
the presumption that the users of the interim financial statements have read
or have access to the 1996 Annual Report on Form 10-K for Leslie's Poolmart,
a California corporation ("Leslie's California") filed with the Securities
and Exchange Commission on March 27, 1997. This document contains the
latest audited financial statements and notes thereto, together with
Management's Discussion and Analysis of Financial Condition and Results of
Operations as of December 28, 1996 and for the year then ended. The results
of operations for the six months ended June 28, 1997 and June 29, 1996 are
not indicative of the results for a full year.
(2) ORGANIZATION AND OPERATIONS
Leslie's Poolmart, Inc. is a specialty retailer of swimming pool supplies
and related products. The Company currently markets its products under the
trade name Leslie's Swimming Pool Supplies through 278 retail stores in 27
states and through mail order catalogs sent to selected swimming pool
owners. 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.
On June 11, 1997 Leslie's California reincorporated in Delaware by merger
into a wholly-owned Delaware subsidiary (the "Reincorporation), and merged
Poolmart USA Inc., a newly-formed corporation, with and into the Company
(the "Recapitalization"). As a result of the Recapitalization, (i) each
outstanding share of common stock of Leslie's California was 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 (ii) outstanding
options covering approximately 846,000 shares of common stock, including
those not yet vested, were retired upon for payment of the difference
between the exercise price and $14.50 per share. The total value of the
shares and options approximated $101 million.
In order to finance the repurchase of the outstanding common shares and
options, the Company issued $90,000,000 of its 10.375 percent Senior Notes
and sold 1,074,138 shares of its common stock for net proceeds of
$15,575,000. As indicated above, certain directors and members of
management converted some of the Leslie's California common shares which
they owned into shares of the Company's common stock.
Also in connection with the Recapitalization, the Company issued 28,000
shares of its Series A Preferred Stock of the Company, par value $0.001 per
share, at $1,000 per share for a total consideration of $28,000,000,
consisting of cash and an exchange of the $10,000,000 principal amount of
Convertible Subordinated Debentures of Leslie's California held by
Occidental Petroleum Corporation. In connection with this transaction,
Occidental received Warrants to purchase up to 15.0% of the shares of the
Company's common stock at a purchase price of $0.01 per share (subject to
adjustment) for a period of ten years.
Subsequent to the Recapitalization, the Company issued stock options to
certain members of management. The difference between the fair market value
of the options and the option price has been recorded as recapitalization
costs in the accompanying financial statements.
-6-
<PAGE>
(3) INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
June 28, June 29,
1997 1996
-------- --------
<S> <C> <C>
Raw materials and supplies $ 2,071 $ 1,964
Finished goods 51,456 48,133
------- -------
Total Inventories $53,527 $50,097
======= =======
</TABLE>
(4) RECENT ACCOUNTING PRONOUNCEMENTS
In March 1997, the FASB issued SFAS No. 128, "Earnings per Share" (SFAS 128)
and SFAS No. 129, "Disclosure of Information about Capital Structure" (SFAS
129). SFAS 128 revises and simplifies the computation for earnings per
share and requires certain additional disclosures. SFAS 129 requires
additional disclosures regarding the Company's capital structure. Both
standards will be adopted in the fourth quarter of fiscal 1997. Management
does not expect the adoption of these standards to have a material effect on
the Company's financial position or results of operations.
(5) EARNINGS PER SHARE
Due to the significant change in the Company's capital structure as a result
of the Recapitilization, the Company's earnings per share calculation is
presented for the three month and six month periods ended on June 28, 1997
on a pro forma basis. The pro forma presentation reflects (i) the common
stock and common stock equivalents outstanding after the Recapitalization as
if they were outstanding for the entire three or six month periods, as
applicable; (ii) the new debt and equity balances and the resulting interest
expense, net of income tax benefits, as if the Recapitalization occurred on
December 29, 1996; and (iii) the preferred stock dividends and related
discount amortization from the beginning of the period to the
Recapitilization date. The earnings per share calculations for periods
prior to January 1, 1997 are not presented as such amounts are not
meaningful due to the significant change in the Company's capital structure.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Leslie's Poolmart, Inc. is the leading specialty retailer of swimming pool
supplies and related products in the United States. The Company currently
markets its products through 278 Company-owned retail stores in 27 states
and through a nationwide mail order catalog. Leslie's is vertically
integrated, operating a chemical repackaging facility in Ontario,
California. It supplies its retail stores from distribution facilities
located in Ontario, California; Dallas, Texas; and Bridgeport, New Jersey.
On June 11, 1997 Leslie's California reincorporated in Delaware by merger
into a wholly-owned Delaware subsidiary (the "Reincorporation), and merged
Poolmart USA Inc., a newly-formed corporation, with and into the Company
(the "Recapitalization"). As a result of the Recapitalization, (i) each
outstanding share of common stock of Leslie's California was 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 (ii) outstanding
options covering approximately 846,000 shares of common stock, including
those not yet vested, were retired upon for payment of the difference
between the exercise price and $14.50 per share. The total value of the
shares and options approximated $101 million.
In order to finance the repurchase of the outstanding common shares and
options, the Company issued $90,000,000 of its 10.375 percent Senior Notes
and sold 1,074,138 shares of its common stock for net proceeds of
$15,575,000. As indicated above, certain directors and members of
management converted some of the Leslie's California common shares which
they owned into shares of the Company's common stock.
-7-
<PAGE>
Also in connection with the Recapitalization, the Company issued 28,000
shares of its Series A Preferred Stock of the Company, par value $0.001 per
share, at $1,000 per share for a total consideration of $28,000,000
consisting of cash and an exchange of the $10,000,000 principal amount of
Convertible Subordinated Debentures of Leslie's California held by
Occidental Petroleum Corporation. In connection with this transaction,
Occidental received Warrants to purchase up to 15.0% of the shares of the
Company's common stock at a purchase price of $0.01 per share (subject to
adjustment) for a period of ten years.
Subsequent to the Recapitalization, the Company issued stock options to
certain members of management. The difference between the fair market value
of the options and the option price has been recorded as recapitalization
costs in the accompanying financial statements.
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 fiscal 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 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 in the first quarter or
early in the second quarter in order to position itself for the following
peak season.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Sales
---------------------------------------
(in thousands)
Three Months Ended Six Months Ended
------------------ -------------------
June 28, June 29, June 28, June 29,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Retail $93,448 $83,436 $115,582 $ 99,897
Mail Order 2,927 3,764 3,721 4,521
Service Departments 1,659 1,635 2,547 2,481
------- ------- -------- --------
Total Sales $98,034 $88,835 $121,850 $106,899
</TABLE>
Sales for the second quarter ended June 28, 1997 increased 10.4% over the
second quarter of 1996, bringing the year-to-date sales growth to 14.0%.
Retail sales grew 12.0% in the second quarter and 15.7% year-to-date,
reflecting an increase in the total number of Company stores in operation as
well as comparable store sales gains of 6.6% for the quarter and 9.6% for
the year-to-date period. Since December 28, 1996, 23 new stores have been
opened and 4 stores were closed bringing the total store count to 278 as of
June 28, 1997.
The increase in comparable store sales resulted from the maturing of new
stores opened over the last several years, and from continued growth of
commercial sales. In total, commercial sales grew by 15.6% in the second
quarter and 17.9% for the year-to-date period as compared to last year.
Additionally, in the Southern California market, the Company is testing the
operations of its service technicians out of the local stores, and as a
result, is reflecting these service sales in the retail store sales total.
This increased the comparable store sales gains by approximately 1.0% in the
second quarter, and 1.2% year-to-date.
Mail order catalog sales declined 22.2% in the second quarter and 17.7%
year-to-date as compared to prior year. New store openings in a number of
strong mail order markets continue to cannibalize mail order sales this
year. Service Department sales increased 1.5% in the second quarter, and
2.7% year-to-date, reflecting strong growth in the Texas service centers,
offset by the reclassification of the Southern California service sales to
the retail store sales.
The gross margin for the three months ended June 28, 1997 equaled 41.7%,
1.3% of sales lower than was reported in the second quarter of 1996. This
brings the year-to-date gross margin to 38.1%, 1.7% of sales lower than the
first half of 1996. Gross profit represents sales less the cost of services
and purchased goods, chemical repackaging costs, and non-administrative
occupancy costs. The gross margin decline in 1997 is largely attributable
to increased promotional activity, including increased retail price
discounting in 1997 associated with the grand opening of new stores, and to
an increase in store rent expense as a percentage of sales. Store rent
expense increased in 1997 with the addition of the 24 new stores opened for
the 1997 selling season.
-8-
<PAGE>
In the second quarter of 1997, selling, general and administrative expenses
equaled $23,788,000, a 13.8% increase above the $20,908,000 incurred in the
second quarter of 1996. This brings the year-to-date selling, general and
administrative expenses to $38,843,000, up 15.2% over the prior year. The
15.2% year-to-date growth in selling, general and administrative expenses
reflects higher operating expenses associated with the increased sales and
the addition of 24 stores in 1997.
Interest expense equalled $948,000 in the second quarter of 1997, and
$1,747,000 year-to-date, up from $756,000 and $1,590,000 in the same fiscal
periods in 1996. The higher interest expense was primarily due to increased
borrowings in June of 1997 resulting from the completion of the
Recapitalization transaction and the related issuance of the $90,000,000 in
Senior Notes.
As a result of the modest 10.4% total sales growth and lower gross margins
in the second quarter of 1997, an EBITDA of $18,367,000 was reported for the
quarter as compared to $18,534,000 in the very strong second quarter of
1996. This brings the year-to-date EBITDA to $10,124,000 in 1997 as
compared to $10,970,000 in the first six months of 1996. EBITDA represents
earnings before interest, taxes, depreciation and amortization, fixed asset
writeoffs, LIFO inventory adjustments, and any costs related to the recent
Recapitalization transaction.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
CHANGES IN FINANCIAL CONDITION
Between December 28, 1996 and June 28, 1997, total current assets increased
$29,467,000, principally the result of inventory which increased
$19,579,000, and cash, which increased $7,516,000 during the period. The
inventory increase resulted primarily from the seasonal nature of the
Company's business, and the increased number of stores in operation in 1997.
The increased cash balance in June is a result of the new capital structure
created in the Recapitalization transaction.
Over the same period, current liabilities increased $11,752,000, largely due
to a $21,213,000 increase in accounts payable relating primarily to
favorable dating terms on trade payables extended by vendors supporting the
seasonal inventory build up. Partially offsetting the accounts payable
increase was a $15,440,000 reduction in the line of credit borrowings
resulting from the positive cash flow from operations and from the Company's
new capital structure established with the Recapitalization.
LIQUIDITY AND CAPITAL RESOURCES
For the first two quarters ending June 28, 1997, net cash provided by
operating activities was $12,886,000 compared with $14,268,000 in the first
half of the prior year. Lower earnings and slightly higher working capital
requirements produced the slightly lower cash flow from operating activities
in 1997.
For the first six months ended June 28, 1997, cash used in investing
activities was $5,413,000 compared with $5,849,000 in the first two quarters
of the prior year. This decrease results from increased capital expenditures
in 1997 as compared to 1996, which was more than offset by proceeds from the
sale of several properties in 1997. The relocation of the Company's
corporate offices and southern California distribution and repackaging
operations to new facilities in 1997 produced the increased capital spending
in 1997.
Cash provided by financing activities was $43,000 in the first six months of
1997 compared with cash used of $8,370,000 in the first half of 1996. In the
second quarter of 1997, the Recapitalization transaction was completed
creating a new and significantly different capital structure for the
Company. The cash provided by financing activities in 1997 reflects this
change.
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.
RECENT ACCOUNTING PRONOUNCEMENT
In March 1997, the FASB issued SFAS No. 128, "Earnings per Share" (SFAS 128)
and SFAS No. 129, "Disclosure of Information about Capital Structure" (SFAS
129). SFAS 128 revises and simplifies the computation for earnings per
share and requires certain additional disclosures. SFAS 129 requires
additional disclosures regarding the Company's capital structure. Both
standards will be adopted in the fourth quarter of fiscal 1997. Management
does not expect the adoption of these standards to have a material effect on
the Company's financial position or results of operations.
-9-
<PAGE>
PART II. OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11.1 Computation of Pro Forma Net Income/Loss Per Common Share
27. Financial Data Schedule
(b) Reports on Form 8-K
None
-10-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LESLIE'S POOLMART, INC.
Date: September 5, 1997 /s/ Robert D. Olsen
---------------------------------
Robert D. Olsen
Chief Financial Officer
-11-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
11.1 Computation of Pro Forma Net Income/Loss Per Common Share
27 Financial Data Schedule
-12-
<PAGE>
EXHIBIT 11.1
Computation of Pro Forma Net Income/Loss per Common Share
(Dollars in Thousands, except per share data)
Unaudited
<TABLE>
<CAPTION>
The computation of net income (loss) available 3 mos ended 6 mos ended
and adjusted shares outstanding follows: 28-Jun-97 28-Jun-97
<S> <C> <C>
Income from Operations 16,012 6,384
Pro Forma Interest 2,372 4,810
Pro Forma Income before Income Taxes 13,640 1,574
Pro Forma Income Tax Provision 5,729 661
Pro Forma Net Income 7,911 913
Pro Forma Preferred Stock Dividends/Accretion 837 1,653
Pro Forma Net Income (Loss) 7,074 (740)
Weighted average number of common shares
outstanding 1,434 1,434
Add:
Assumed exercise of options that are
common stock equivalents 55 --
Assumed exercise of warrants 316 --
Adjusted shares outstanding, used for primary
and fully diluted computation 1,805 1,434
Net Income (Loss) applicable to common share 3.92 (0.52)
</TABLE>
Note: On June 11, 1997, the Company completed a Recapitalization whereby the
number of outstanding shares of common stock were reduced from approximately
6,548,000 to 1,433,643. The pro forma computation of earnings (loss) per share
reflects (i) the common stock and common stock equivalents outstanding after the
Recapitalization as if they were outstanding for the entire three or six month
periods, as applicable; (ii) the new debt and equity balances and the resulting
interest expense, net of income tax benefits, as if the Recapitalization
occurred on December 29, 1996; and (iii) the preferred stock dividends and
related discount amortization from the beginning of the period to the
Recapitalization date.
Page 1
<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>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-START> DEC-29-1996
<PERIOD-END> JUN-28-1997
<CASH> 7,603
<SECURITIES> 0
<RECEIVABLES> 5,248
<ALLOWANCES> 0
<INVENTORY> 53,527
<CURRENT-ASSETS> 70,347
<PP&E> 35,902
<DEPRECIATION> 0
<TOTAL-ASSETS> 118,656
<CURRENT-LIABILITIES> 39,914
<BONDS> 0
0
25,037
<COMMON> (46,983)
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 118,656
<SALES> 0
<TOTAL-REVENUES> 121,850
<CGS> 0
<TOTAL-COSTS> 75,430
<OTHER-EXPENSES> 921
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,747
<INCOME-PRETAX> 4,637
<INCOME-TAX> 1,962
<INCOME-CONTINUING> 2,675
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,675
<EPS-PRIMARY> (.52)
<EPS-DILUTED> (.52)
</TABLE>
