-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UOoan9Iru4Z/DTjaCnnFC1L6j/YQ/ZPGnNBPsWco2DlCp9mi2zxYIPT8Tbc6CZ2e qSyMdkncDtLWnSDDRdYb5g== 0000929624-99-001596.txt : 19990818 0000929624-99-001596.hdr.sgml : 19990818 ACCESSION NUMBER: 0000929624-99-001596 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990703 FILED AS OF DATE: 19990817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST MARINE INC CENTRAL INDEX KEY: 0000912833 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 770355502 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-22512 FILM NUMBER: 99694615 BUSINESS ADDRESS: STREET 1: 500 WESTRIDGE DR CITY: WATSONVILLE STATE: CA ZIP: 95076-4100 BUSINESS PHONE: 4087282700 10-Q 1 FORM 10-Q 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. Item 1. Financial Statements CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
July 3, January 2, 1999 1999 ---------- ------------- (Unaudited) 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 ========= =========
See notes to consolidated financial statements. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited, in thousands, except per share and store data)
13 Weeks 13 Weeks 26 Weeks 26 Weeks Ended Ended Ended Ended July 3, July 4, July 3, July 4, 1999 1998 1999 1998 ---------- ---------- ---------- ---------- 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 ========== ==========
See notes to consolidated financial statements. Condensed Consolidated Statements of Cash Flows (Unaudited, in thousands)
26 Weeks 26 Weeks Ended Ended July 3, July 4, 1999 1998 ------------ ------------ 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 ======== ========
See notes to consolidated financial statements. 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. 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. 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. 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):
26 Weeks 26 Weeks Ended Ended July 3, 1999 July 4, 1998 ------------- ------------- 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 ============= =============
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 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 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. 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:
Against or Broker Non- For Withheld Abstentions Votes --- -------- ----------- ----- 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
For Nominee Withheld ----------- ---------- 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
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. 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 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS JAN-01-2000 JAN-02-1999 JUL-03-1999 11,256 0 8,091 485 168,360 199,027 62,847 40,447 303,231 73,537 0 0 0 17 158,316 303,231 176,867 176,867 123,826 123,826 33,687 0 1,549 17,805 7,300 10,505 0 0 0 10,505 0.62 0.60 Amount represents receivables, net of allowances for doubtful accounts. Amount represents PP&E, net of accumulated depreciation. Amount represents selling, general, and administrative expenses.
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