<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934
For the quarter ended July 3, 1999
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 0-22515
WEST MARINE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 77-035-5502
- -------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S.
Employer
Identification
No.)
500 Westridge Drive, Watsonville, CA 95076-4100
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (831) 728-2700
N/A
- -------------------------------------------------------------------------------
Former Name, Former Address and Former Year, if Changed Since Last Report
Indicate by a 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 a check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act subsequent to the distribution of securities under a plan confirmed
by a court.
Yes X No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
At August 13, 1999, the number of shares outstanding of the registrant's
common stock was 17,102,511.
<PAGE>
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
July 3, January 2,
1999 1999
---------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 11,256 $ 1,024
Accounts receivable, net 8,091 4,660
Merchandise inventories 168,360 160,069
Prepaid expenses and other current assets 11,320 11,574
--------- ---------
Total current assets 199,027 177,327
Property and equipment, net 62,847 60,219
Intangibles and other assets, net 41,357 41,999
--------- ---------
TOTAL ASSETS $303,231 $279,545
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 50,593 $ 23,759
Accrued expenses 18,317 4,548
Deferred current liabilities 3,263 3,263
Current portion of long-term debt 1,364 1,783
--------- ---------
Total current liabilities 73,537 33,353
Long-term debt 69,108 94,367
Deferred items and other non-current obligations 2,253 2,055
Stockholders' equity:
Preferred stock, $.001 par value: 1,000,000 shares
authorized; no shares outstanding - -
Common stock, $.001 par value: 50,000,000 shares
authorized; issued and outstanding: 17,100,649 at
July 3, 1999 and 16,984,528 at January 2, 1999 17 17
Additional paid-in capital 106,435 105,599
Retained earnings 51,881 44,154
--------- ---------
Total stockholders' equity 158,333 149,770
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $303,231 $279,545
========= =========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands, except per share and store data)
<TABLE>
<CAPTION>
13 Weeks 13 Weeks 26 Weeks 26 Weeks
Ended Ended Ended Ended
July 3, July 4, July 3, July 4,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $176,867 $159,462 $270,439 $243,660
Cost of goods sold including buying
and occupancy 123,826 112,338 195,270 174,665
---------- ---------- ---------- ----------
Gross profit 53,041 47,124 75,169 68,995
Selling, general and administrative expense 33,687 30,299 58,812 53,204
Expenses related to distribution center move - - - 3,284
---------- ---------- ---------- ----------
Income from operations 19,354 16,825 16,357 12,507
Interest expense 1,549 1,345 3,260 3,073
---------- ---------- ---------- ----------
Income before taxes 17,805 15,480 13,097 9,434
Provision for income taxes 7,300 6,347 5,370 3,868
---------- ---------- ---------- ----------
Net income $ 10,505 $ 9,133 $ 7,727 $ 5,566
========== ========== ========== ==========
Net income per common and common
Equivalent share:
Basic $0.62 $0.54 $0.45 $0.33
========== ========== ========== ==========
Diluted $0.60 $0.52 $0.44 $0.31
========== ========== ========== ==========
Weighted average common and common
Equivalent shares outstanding
Basic 17,070 16,894 17,036 16,852
========== ========== ========== ==========
Diluted 17,651 17,643 17,551 17,683
========== ========== ========== ==========
Stores open at end of period 225 205
========== ==========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
<TABLE>
<CAPTION>
26 Weeks 26 Weeks
Ended Ended
July 3, July 4,
1999 1998
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 7,727 $ 5,566
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 7,107 5,444
Loss on sale of assets 2 (85)
Provision for deferred income taxes - 8
Provision for doubtful accounts 343 217
Compensation expense related to stock benefit plans 125 -
Changes in assets and liabilities:
Accounts receivable, net (3,774) (3,047)
Merchandise inventories (8,291) (13,325)
Prepaid expenses and other current assets 254 (1,602)
Other assets 31 (52)
Accounts payable 26,834 15,731
Accrued expenses 13,838 8,725
Deferred items 198 125
-------- --------
Net cash provided by operating activities 44,393 17,705
-------- --------
INVESTING ACTIVITIES:
Purchases of property and equipment (9,125) (11,198)
-------- --------
Net cash used in investing activities (9,125) (11,198)
-------- --------
FINANCING ACTIVITIES:
Net repayments on line of credit (24,500) (4,500)
Net repayments of long-term debt (1,179) (1,716)
Sale of common stock pursuant to associate stock purchase plan 455 428
Exercise of stock options 188 851
-------- --------
Net cash used in financing activities (25,036) (4,937)
-------- --------
NET INCREASE IN CASH 10,232 1,570
CASH AT BEGINNING OF PERIOD 1,024 1,010
-------- --------
CASH AT END OF PERIOD $ 11,256 $ 2,580
======== ========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
WEST MARINE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Twenty-Six Weeks Ended July 3, 1999 and July 4, 1998 (Unaudited)
NOTE 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared from the records of West Marine, Inc. ("West Marine" or the "Company")
without audit, and in the opinion of management, include all adjustments
(consisting only of normal recurring accruals) necessary to fairly present the
financial position at July 3, 1999 (unaudited) and July 4, 1998 (unaudited); and
the interim results of operations and cash flows for the 13-week and the 26-week
periods then ended. The condensed consolidated balance sheet at January 2,
1999, presented herein, has been derived from the audited consolidated financial
statements of the Company for the fiscal year then ended, included in the
Company's annual report on Form 10-K. The results of operations for the 13-week
and the 26-week periods presented herein are not necessarily indicative of the
results to be expected for the full year.
Accounting policies followed by the Company are described in Note 1 to its
audited consolidated financial statements for the fiscal year ended January 2,
1999. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted for purposes of the condensed
consolidated interim financial statements. The condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements, including the notes thereto, for the year ended January 2, 1999,
included in the Company's annual report on Form 10-K.
NOTE 2 - Accounting Principles
In June 1999, the Financial Accounting Standards Board ("FASB") issued SFAS No.
137, "Accounting for Derivative Instruments." SFAS 137 extends the effective
date of SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. The statement requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. As
amended by SFAS 137, SFAS 133 is effective for fiscal years beginning after
June 15, 2000 and is not to be applied retroactively. In the opinion of
management, SFAS No. 133 will not have a material effect on the Company's
financial position or results of operations.
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Conditions and
Results of Operations
General
- -------
West Marine is the largest specialty retailer of recreational and commercial
boating supplies and apparel in the United States. The Company has three
divisions (Stores, Wholesale ("Port Supply"), and Catalog), which all sell
after-market recreational boating supplies directly to customers. As of July 3,
1999, the Company offered its products through 225 stores in 38 states under the
names West Marine and E&B Marine and through catalogs which it distributes
several times each year. The Company's business strategy is to offer an
extensive selection of high quality marine supplies and apparel to the
recreational after-market for both sailboats and powerboats at competitive
prices in a convenient, one-stop shopping environment emphasizing customer
service and technical assistance. The Company is also engaged, through its Port
Supply business line and its stores, in the wholesale distribution of products
to commercial customers and other retailers.
All references to the second quarter and first six months of fiscal 1999 refer
to the 13-week and 26-week periods, respectively, ended July 3, 1999, and all
references to the second quarter and first six months of fiscal 1998 refer to
the 13-week and 26-week periods, respectively, ended July 4, 1998.
Results of Operations
- ---------------------
Net sales increased $17.4 million, or 10.9%, to $176.9 million for the second
quarter of fiscal 1999, compared to $159.5 million for the second quarter of
fiscal 1998, primarily due to increases in net sales in the Company's Stores and
Port Supply divisions. Stores net sales were $146.5 million for the second
quarter of fiscal 1999, an increase of $13.7 million, or 10.3%, over the $132.7
million recorded for the same period a year ago. Net sales in new stores were
$8.2 million for the second quarter of fiscal 1999. Net sales from comparable
stores increased 4.2% and contributed $5.5 million of the increase in net sales.
Sales recorded by Port Supply increased by $2.4 million, or 21.1%, to $13.8
million for the second quarter of fiscal 1999, compared to $11.4 million for the
second quarter of fiscal 1998. Catalog sales increased by $1.1 million, or 7.3%,
to $16.3 million for the second quarter of fiscal 1999, compared to $15.2
million for the second quarter of fiscal 1998. Stores, Port Supply, and Catalog
net sales represented 82.8%, 9.2%, and 7.8%, respectively, of the Company's net
sales for the second quarter of fiscal 1999, compared to 83.2%, 9.6%, and 7.2%,
respectively, of the Company's net sales for the second quarter of fiscal 1998.
The Company also recorded net sales from its insurance program, which
represented less than 1.0% of the Company's net sales for the second quarter of
fiscal 1999 and 1998.
The Company recorded net sales of $270.4 million for the first six months of
fiscal 1999, an increase of $26.7 million, or 11.0%, over net sales of $243.7
million recorded for the similar period a year ago. The increase in net sales
was primarily due to increases in net sales in the Company's Stores and Port
Supply divisions. Stores net sales were $220.0 million for the first six months
of fiscal 1999, an increase of $20.1 million, or 10.0%, over the $200.1 million
recorded for the same period in fiscal 1998. Net sales in new stores were $12.1
million for the first six months of fiscal 1999. Net sales from comparable
stores increased 4.0% and contributed $7.9 million of the increase in net sales.
Sales recorded by Port Supply increased by $4.8 million, or 23.9%, to $24.9
million for the first six months of fiscal 1999, compared to the same period a
year ago. Catalog sales increased by $1.6 million, or 6.8%, to $25.0 million for
the first six months of fiscal 1999, compared to $23.4 million for the same
period a year ago. Stores, Port Supply, and Catalog net sales represented 81.4%,
9.3%, and 9.2%, respectively, of the Company's net sales for the first six
months of fiscal 1999, compared to 82.1%, 9.6%, and 8.3%, respectively, of the
Company's net sales for the first six months of fiscal 1998. Net sales from the
Company's insurance program represented less than 1% of the Company's net sales
for the first six months of fiscal 1999 and 1998. Net sales were favorably
impacted during the first six months of fiscal 1999 by marketing programs
undertaken by West Marine to expand its customer base and improve brand name
recognition.
<PAGE>
The Company's gross profit increased by $5.9 million, or 12.5%, to $53.0 million
for the second quarter of fiscal 1999, compared to $47.1 million for the second
quarter of 1998. Gross profit represented 30.0% of net sales in the second
quarter of fiscal 1999, compared to 29.6% in the same period a year ago. The
increase in gross profit as a percentage of net sales was primarily due to
process improvements leading to increased efficiencies at the Company's new Rock
Hill, South Carolina distribution center in the second quarter of 1999 compared
to the same period a year ago.
The Company's gross profit was $75.2 million for the first six months of fiscal
1999, an increase of $6.2 million, or 9.0%, over gross profit of $69.0 million
for the same period a year ago. Gross profit represented 27.8% of net sales in
the first six months of fiscal 1999, compared to 28.3% in the same period a year
ago. The decrease in gross profit as a percentage of net sales was primarily
due to promotions to sell discontinued product during the first six months of
1999, compared to the same period a year ago.
Selling, general, and administrative expenses increased by $3.4 million, or
11.2%, to $33.7 million for the second quarter of fiscal 1999 compared to the
similar period a year ago. Selling, general, and administrative expenses
represented 19.0% of net sales for the second quarter of fiscal 1999, unchanged
from the second quarter of fiscal 1998. For the first six months of fiscal
1999, selling, general, and administrative expenses increased by $5.6 million,
or 10.5%, to $58.8 million, compared to $53.2 million for the same period a year
ago, primarily due to increases in direct expenses related to the growth in
Stores and increased marketing expenses. Selling, general, and administrative
expenses decreased to 21.7% of net sales for the first six months of 1999,
compared to 21.8% for the first six months of 1998.
Results for the first six months of 1998 included one-time expenses (not
included in selling, general, and administrative expenses) related to the
relocation and consolidation of the Company's East Coast distribution centers.
Interest expense was $1.5 million and $1.3 million, respectively, for the
thirteen weeks ended July 3, 1999 and July 4, 1998. Interest expense for the
first six months of fiscal 1999 was $3.3 million, compared to $3.1 million for
the same period a year ago. The increases were primarily due to a higher
weighted average interest rate on borrowings, partially offset by a lower
average balance of outstanding borrowings, in the 13-week and 26-week periods
ended July 3, 1999.
Liquidity and Capital Resources
- -------------------------------
The Company's primary sources of funds are income from operations and borrowings
under its line of credit. The Company's cash flows are comprised of three
primary classifications: cash flows from operating activities, investing
activities, and financing activities. Net cash provided by operating activities
for the first six months of fiscal 1999 amounted to $44.4 million, consisting
primarily of a $26.8 million increase in accounts payable, a $13.8 million
increase in accrued expenses payable, net income of $7.7 million, and $7.1
million of depreciation and amortization. These amounts were partially offset
by an $8.3 million increase in merchandise inventories and a $3.8 million
increase in accounts receivable. The increase in accounts payable and inventory
was primarily attributable to the seasonal build-up of inventory and the
addition of 13 new stores in the first six months of fiscal 1999.
Net cash used in investing activities during the first six months of fiscal 1999
was $9.1 million, compared to $11.2 million a year ago, primarily related to new
store construction and remodels. Net cash used in financing activities during
the first six months of 1999 was $25.0 million, consisting primarily of $24.5
million of repayments on the Company's line of credit.
<PAGE>
In the opinion of management, cash flows from operations in conjunction with the
Company's bank line of credit will be sufficient to fund the Company's
operations throughout 1999.
Segment Information
- -------------------
The Company's customer base overlaps between its Stores and Port Supply
divisions, and between its Stores and Catalog divisions. All processes for the
three divisions within the supply chain are commingled, including purchases from
merchandise vendors, distribution center activity, and customer delivery.
The Stores qualify as a reportable segment under SFAS 131 as it is the only
division that represents 10% or more of the combined revenue of all operating
segments when viewed on an annual basis. Segment assets are not presented, as
the Company's assets are commingled and are not available by segment.
Contribution is defined as net sales, less product costs and direct expenses.
Following is financial information related to the Company's business segments
(in thousands):
<TABLE>
<CAPTION>
26 Weeks 26 Weeks
Ended Ended
July 3, 1999 July 4, 1998
------------- -------------
<S> <C> <C>
Net sales:
Stores $220,131 $200,016
Other 50,308 43,644
------------- -------------
Consolidated net sales $270,439 $243,660
------------- -------------
Contribution:
Stores $ 30,235 $ 31,205
Other 8,235 5,753
------------- -------------
Consolidated contribution $ 38,470 $ 36,958
------------- -------------
Reconciliation of consolidated contribution to net income:
Consolidated contribution $ 38,470 $ 36,958
Less:
Cost of goods sold not included in consolidated contribution (13,326) (13,404)
General and administrative expenses (8,787) (7,763)
Expenses related to distribution center move - (3,284)
Interest expense (3,260) (3,073)
Income tax expense (5,370) (3,868)
------------- -------------
Net income $ 7,727 $ 5,566
============= =============
</TABLE>
Year 2000
- ---------
The Company has developed, and is currently implementing, a plan to ensure its
computer systems and applications are compliant for the year 2000 ("Y2K").
Certain computer programs utilized by the Company were originally designed to
recognize calendar years by their last two digits. Unless these programs are
modified, they may read entries for the year 2000 as the year 1900, which may
result in significant data processing delays, mistakes, or failures. The
Company's plan addresses systems and vendor issues related to the change of the
year from 1999 to 2000.
The Company's plan includes a detailed survey of the current systems and
associated upgrades, and a definition of system modifications that will be
required to achieve Y2K compliance. Systems programming and testing of the
modifications were completed during the first six months of 1999. Final
<PAGE>
integration testing will be completed and implementation is expected in the
third quarter of 1999. The Company expects that by the end of the third quarter
of 1999, the majority of system changes will be complete and outstanding Y2K-
related system and vendor issues will be resolved. In the opinion of
management, planned modifications to existing systems and conversions to new
systems will resolve Y2K issues on a timely basis and will not pose significant
operational problems for the Company. However, there can be no guarantee that
the Company's systems will be converted on a timely basis, or that the failure
of such systems to be Y2K compliant will not have a material adverse effect on
the Company's results of operations, financial condition or liquidity.
In addition, as a normal part of investing in systems, the Company is currently
upgrading certain systems to improve operational efficiencies, improve services
to customers, and provide better information to management. The upgrades will
ensure that these systems will be Y2K compliant. Systems that have been
upgraded prior to this filing include the point of sale (POS) system, the
wholesale sales system, the warehouse management system, and the basic operating
systems on the AS400 system. Upgrades to the merchandising and finance systems
are expected to be completed in September 1999.
Due to issues related to Y2K, certain planned systems enhancement projects have
been deferred until late 1999 and 2000. Deferring these projects is not
expected to have a material adverse effect on the Company's results of
operations, financial condition, or liquidity.
The plan developed to address vendor issues covers product and systems issues
and includes product certification, systems integration, testing, and
communication strategies. The Company is in the process of reviewing the Y2K
compliance of its vendors. At the end of the second quarter of 1999, the
Company had received responses from approximately 94% of its vendors, of which
92% reported that they were Y2K compliant. Information about the status of the
remaining merchandise vendors is expected to be available by the end of the
third quarter of 1999. The Company will take measures to replace any of its
vendors that are not Y2K compliant at the end of the third quarter of 1999.
While management believes it is taking adequate measures to protect the Company
from the Y2K problems of other companies, there can be no guarantee that the
systems and products of other companies on which the Company relies will be Y2K
compliant, or that the failure of such systems and products to be Y2K compliant
will not have a material adverse effect on the Company's results of operations,
financial condition, or liquidity.
As of July 3, 1999, the Company had incurred approximately $194,000 of expenses
related to the Y2K issue. The total cost of the Company's Y2K compliance
efforts is expected to be approximately $300,000. The Company has funded and
will continue to fund these expenditures through operating cash flows.
While management is confident that all Y2K related deadlines will be met, the
Company's contingency plans include the reallocation of information systems
resources, if needed, to address areas of concern. In addition, the Company
will work with vendors to consider the need for forward purchases of inventory
in the event that Y2K deadlines are not met.
Seasonality
- -----------
Historically, the Company's business has been highly seasonal. The Company's
expansion through acquisition and new store openings have made the Company even
more susceptible to seasonality, as an increasing percentage of stores sales
occur in the second and third quarters of each year. In 1998, 62.6% of the
Company's net sales and all of its net income occurred during the second and
third quarters, principally during the period from April through July, which
represents the peak boating months in most
<PAGE>
of the Company's markets. Management expects net sales to become more
susceptible to seasonality and weather as the Company continues to expand its
operations.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
- -----------------------------------------------------------------------------
1995:
- ----
The statements in this filing that relate to future plans, events, expectations,
objectives, or performance (or assumptions underlying such matters) are forward-
looking statements that involve a number of risks and uncertainties. Set forth
below are certain important factors that could cause the Company's actual
results to differ materially from those expressed in any forward-looking
statements.
West Marine's growth has been fueled principally by geographic expansion through
acquisition, the opening of new stores, and, to a lesser extent, by comparable
stores net sales increases. Although the Company believes that the Catalog and
Port Supply divisions will continue to grow, future Company net sales and profit
growth, if any, will be increasingly dependent on the opening and profitability
of new stores. The Company's Catalog division has faced market share erosion in
areas where the Company or its competitors have opened stores. Management
expects this trend to continue.
The Company's planned expansion is subject to a number of factors, including the
adequacy of the Company's capital resources and the Company's ability to locate
suitable store sites and negotiate acceptable lease terms; to hire, train and
integrate employees; and to successfully adapt its distribution and other
operations systems. In addition, acquisitions involve a number of risks,
including the diversion of management's attention to the assimilation of the
operations and personnel of the acquired business, potential adverse short-term
effects on the Company's operating results, and amortization of acquired
intangible assets.
The market for recreational boating supplies is highly competitive. Competitive
pressures resulting from competitors' pricing policies have adversely affected
the Company's gross profit and such pressures are expected to continue. In
addition, the Company's operations could be adversely affected if unseasonably
cold weather, prolonged winter conditions or extraordinary amounts of rainfall
were to occur during the peak boating season in the second and third quarters.
In most of the Company's product categories, prices have remained stable or have
declined over the last three years, a trend which management expects is likely
to continue. As a result, net sales increases during such periods have
generally not been attributable to increases in prices.
Additional factors which may affect the Company's financial results include
inventory management and shrink issues, fluctuations in consumer spending on
recreational boating supplies, the impact of the Internet on the supply chain,
environmental regulations, demand for and acceptance of the Company's products,
and other risk factors disclosed from time to time in the Company's SEC filings.
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of stockholders was held on May 5, 1999.
(b) The following directors were elected at the meeting:
Randolph K. Repass
John Edmondson
Richard E. Everett
James P. Curley
Jeanne Jackson
Geoffrey A. Eisenberg
David McComas
Walter Scott
Henry Wendt
The foregoing constitute all members of the Board of Directors of the
Company.
(c) At the annual meeting, the stockholders voted to approve (i) a
proposal to amend the Associates Stock Buying Plan to increase the
number of shares authorized for issuance thereunder by 200,000, (ii) a
proposal to amend the Amended and Restated Nonemployee Director Stock
Option Plan to increase the number of shares authorized for issuance
thereunder by 100,000 and (iii) a proposal to amend the 1993 Omnibus
Equity Incentive Plan to increase the number of shares authorized for
issuance thereunder by 1,500,000.
Set forth below is a tabulation with respect to the matters voted on
at the meeting:
<TABLE>
<CAPTION>
Against or Broker Non-
For Withheld Abstentions Votes
--- -------- ----------- -----
<S> <C> <C> <C> <C>
Proposal to amend the Associates
Stock Buying Plan....................... 10,900,631 825,129 19,071 3,086,696
Proposal to amend the Amended and
Restated Nonemployee Director
Stock Option Plan....................... 10,015,982 1,699,147 29,702 3,086,696
Proposal to amend the Associates Stock
Buying Plan............................. 9,186,730 2,525,003 33,098 3,086,696
</TABLE>
<TABLE>
<CAPTION>
For Nominee Withheld
----------- ----------
<S> <C> <C>
Randolph K. Repass......... 14,423,551 407,976
John Edmondson............. 14,425,049 406,478
Richard E. Everett......... 14,413,252 418,275
James P. Curley............ 14,420,863 410,664
Jeanne Jackson............. 14,429,549 401,978
Geoffrey A. Eisenberg...... 14,423,244 408,283
David McComas.............. 14,419,923 411,604
Walter Scott............... 14,410,998 420,529
Henry Wendt................ 14,422,595 408,932
</TABLE>
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Exhibits and Reports on Form 8-K
No reports on Form 8-K have been filed for the period being
reported.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 17, 1999 WEST MARINE, INC.
---------------
By: /s/ John Edmondson
------------------
John Edmondson
President and Chief Executive Officer
By: /s/ John Zott
-------------
John Zott
Senior Vice President, Chief Financial
Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-01-2000
<PERIOD-START> JAN-02-1999
<PERIOD-END> JUL-03-1999
<CASH> 11,256
<SECURITIES> 0
<RECEIVABLES> 8,091<F1>
<ALLOWANCES> 485
<INVENTORY> 168,360
<CURRENT-ASSETS> 199,027
<PP&E> 62,847<F2>
<DEPRECIATION> 40,447
<TOTAL-ASSETS> 303,231
<CURRENT-LIABILITIES> 73,537
<BONDS> 0
0
0
<COMMON> 17
<OTHER-SE> 158,316
<TOTAL-LIABILITY-AND-EQUITY> 303,231
<SALES> 176,867
<TOTAL-REVENUES> 176,867
<CGS> 123,826
<TOTAL-COSTS> 123,826
<OTHER-EXPENSES> 33,687<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,549
<INCOME-PRETAX> 17,805
<INCOME-TAX> 7,300
<INCOME-CONTINUING> 10,505
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,505
<EPS-BASIC> 0.62
<EPS-DILUTED> 0.60
<FN>
<F1>Amount represents receivables, net of allowances for doubtful accounts.
<F2>Amount represents PP&E, net of accumulated depreciation.
<F3>Amount represents selling, general, and administrative expenses.
</FN>
</TABLE>
