SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
+--+
|X | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
+--+ SECURITIES EXCHANGE ACT Of 1934
For the quarterly period ended SEPTEMBER 30, 2001
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+--+
| | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
+--+ SECURITIES EXCHANGE ACT Of 1934
For the transition period from to
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Commission File Number 000-26991
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ANTHONY & SYLVAN POOLS CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 31-1522456
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6690 Beta Drive, Mayfield Village, Ohio 44143
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (440) 720-3301
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Former name, former address and former fiscal year, if changed since last
report.
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, as
amended, 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 N/A
---- ----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common shares, as of the latest practicable date.
CLASS OUTSTANDING AT NOVEMBER 12, 2001
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Common Shares, no par value 4,231,948 Shares
ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 2001
INDEX
Sequential
Page No.
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Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
September 30, 2001 and December 31, 2000......... 3
Unaudited Condensed Consolidated Statements
of Income - Three Months and Nine Months Ended
September 30, 2001 and 2000...................... 4
Unaudited Condensed Consolidated Statements
of Cash Flows - Nine Months Ended
September 30, 2001 and 2000....................... 5
Notes to Unaudited Condensed Consolidated
Financial Statements......................... 6-8
Independent Accountants' Report....................... 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...... 10-13
Part II - Other Information
Item 1. Legal Proceedings.................................. 14
Item 2. Changes in Securities.............................. 14
Item 4. Submission of Matters to a Vote of Security
Holders............................................ 14
Item 6. Exhibits and Reports on Form 8-K................... 14
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
September 30, December 31,
2001 2000
-------- --------
ASSETS (unaudited) (audited)
Current Assets:
Cash and cash equivalents $ 7,668 $ 422
Contract receivables, net 8,843 11,592
Inventories, net 6,142 5,219
Prepayments and other 1,515 1,542
Deferred income taxes 1,974 1,914
-------- --------
Total current assets 26,142 20,689
Property, Plant and Equipment, net 9,059 8,674
Goodwill, net 26,461 27,003
Deferred income taxes 1,030 939
Other 2,860 2,837
-------- --------
$ 65,552 $ 60,142
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 19 $ 62
Accounts payable 9,234 6,323
Accrued expenses 15,000 12,379
Accrued income taxes 1,380 505
-------- --------
Total current liabilities 25,633 19,269
Long-term Debt -- 1,250
Deferred Income Tax Liabilities 865 945
Other Long-term Liabilities 2,306 2,254
Commitments and Contingencies -- --
Shareholders' Equity:
Serial preferred shares no par value,
1,000,000 shares authorized,
none issued -- --
Common shares no par value,
29,000,000 shares authorized, 4,236,819
shares issued and 4,231,609 outstanding
at September 30, 2001 and 4,478,224 issued
and outstanding at December 31, 2000 36,998 36,261
Treasury shares and equivalents,
882,080 shares at September 30, 2001 and
876,870 shares at December 31, 2000 (5,586) (5,546)
Retained earnings 5,336 5,709
-------- --------
Total shareholders' equity 36,748 36,424
-------- --------
$ 65,552 $ 60,142
======== ========
See notes to unaudited condensed consolidated financial statements.
3
ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2001 AND 2000 (In
thousands, except share data)
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
------ ------- -------- ------
Net sales.................... $ 57,118 $ 63,188 $151,892 $160,778
Cost of sales................ 41,251 45,025 109,421 115,682
------- ------- ------- -------
Gross profit............... 15,867 18,163 42,471 45,096
Operating expenses(a)........ 13,186 13,354 38,399 37,897
------- ------- ------- -------
Income from operations..... 2,681 4,809 4,072 7,199
Interest and other .......... 1 (72) 140 145
------- -------- ------ --------
Income before income taxes. 2,680 4,881 3,932 7,054
Provision for income taxes... 999 1,665 1,243 2,744
------ ------- ------- ------
Net income(b).............. $ 1,681 $ 3,216 $ 2,689 $ 4,310
======== ======== ======== =======
Earnings per share:
Basic $0.40 $0.89 $0.64 $1.21
======= ======= ======= ======
Diluted $0.39 $0.76 $0.62 $1.03
======= ======= ======= ======
Average shares outstanding:
Basic 4,213 3,599 4,224 3,562
======= ======= ======= =======
Diluted 4,325 4,225 4,335 4,188
======= ======= ======= =======
(a) Operating expenses include a non-cash deferred compensation credit of
$575 in the nine months ended September 30, 2001 and a non-cash deferred
compensation credit of $107 in the three months ended September 30, 2000
and an expense of $648 in nine months ended September 30, 2000.
(b) For net income there is an after-tax non-cash deferred compensation
credit of $575 in the nine months ended September 30, 2001. For the
three-month and nine-month periods ended September 30, 2000, there is an
after-tax non-cash deferred compensation credit of $102, and an after-tax
expense of $619, respectively.
See notes to unaudited condensed consolidated financial statements.
4
ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(Dollars in thousands)
Nine Months Ended
September 30,
2001 2000
-------- --------
Cash Flows from Operating Activities:
Net income ......................................................... $ 2,689 $ 4,310
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization ................................. 2,566 2,101
Non-cash deferred compensation ................................ (575) 648
Deferred income taxes ......................................... (231) 264
Other ......................................................... 24 43
Changes in operating assets and liabilities net of assets acquired:
Contract receivables .......................................... 2,749 284
Inventories ................................................... (923) (567)
Prepayments and other ......................................... 56 124
Accounts payable .............................................. 2,911 2,941
Accrued expenses and other .................................... 3,496 4,230
-------- --------
Net cash provided by operating activities ................. 12,762 14,378
-------- --------
Cash Flows from Investing Activities:
Additions to property, plant and equipment ......................... (2,423) (1,840)
Other .............................................................. (15) (176)
-------- --------
Net cash used in investing activities ..................... (2,438) (2,016)
-------- --------
Cash Flows from Financing Activities:
Repayment of long term debt ........................................ (1,293) (5,632)
Proceeds on exercise of stock options .............................. -- 20
Proceeds on issuance of shares ..................................... 530 570
Purchase of treasury shares ........................................ (2,315) --
-------- --------
Net cash used in financing activities ...................... (3,078) (5,042)
-------- --------
Net increase in cash and cash equivalents ................................ 7,246 7,320
Cash and Cash Equivalents:
Beginning of period .................................................... 422 533
-------- --------
End of period .......................................................... $ 7,668 $ 7,853
======== ========
Supplemental Cash Flow Information:
Interest paid ................................................. $ 147 $ 180
======== ========
Income taxes paid ............................................. $ 599 $ 1,396
======== ========
See notes to unaudited condensed consolidated financial statements.
5
ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
Anthony & Sylvan Pools Corporation and Subsidiaries (the
"Company") is among the largest residential in-ground concrete pool
sales and installation businesses in the United States and operates
in one business segment.
(2) INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying condensed consolidated balance sheet as of
September 30, 2001 and statements of income and cash flows for the
three-month and nine-month periods ended September 30, 2001 and 2000
are unaudited. In the opinion of management, these interim unaudited
condensed consolidated financial statements have been prepared on the
same basis as the audited financial statements for the year ended
December 31, 2000 and include all adjustments, consisting of only
normal and recurring adjustments, necessary for the fair presentation
of the interim period. The disclosures in the notes related to these
interim unaudited condensed consolidated financial statements are
also unaudited. The unaudited condensed consolidated statements of
income for the three-month and nine-month periods ended September 30,
2001 are not necessarily indicative of the results to be expected for
the full year. Financial statements should be read in conjunction
with the audited financial statements included in the annual report
on Form 10-K.
(3) EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by
the weighted average number of common shares outstanding. Diluted
earnings per share are based on the combined weighted average number
of common shares outstanding including the assumed exercise or
conversion of options. The treasury stock method is used in computing
diluted earnings per share. The calculations are as follows (in
thousands except per share data):
THREE-MONTHS ENDED NINE-MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2001 2000 2001 2000
------ ------- -------- ------
(UNAUDITED) (UNAUDITED)
Numerator
Net income available
to common shareholders $1,681 $3,216 $2,689 $4,310
====== ====== ====== ======
Denominator
Weighted average common
shares outstanding 4,213 3,599 4,224 3,562
Dilutive effect of
stock options 112 626 111 626
------ ------ ------ ------
Denominator for net
Income per
diluted share 4,325 4,225 4,335 4,188
====== ====== ====== ======
6
Earnings per share:
Basic $0.40 $0.89 $0.64 $1.21
======= ======== ======== ========
Diluted $0.39 $0.76 $0.62 $1.03
======= ======== ======== =========
(4) STOCK DIVIDENDS
On May 4, 2001, the Board of Directors authorized a 10% stock
dividend to be distributed on or about May 30, 2001 to shareholders
of record on May 16, 2001. The unaudited condensed consolidated
financial statements have been retroactively restated to reflect
the number of shares outstanding following the dividend.
On October 25, 2001, the Board of Directors authorized a 10%
stock dividend to be distributed on or about November 30, 2001 to
shareholders of record on November 16, 2001. The consolidated
financial statements have not been retroactively restated to
reflect the number of shares outstanding following this dividend.
(5) DEBT
On August 10, 1999, the Company entered into a $35 million
revolving credit facility ("Credit Facility") with a group of
banks. The Credit Facility, secured by the assets of the Company,
matures August 10, 2002 and may be extended in one-year increments
with the approval of the bank group. The Company's borrowing
capacity and interest rates under the Credit Facility are based on
its profitability and leverage. Interest is charged at increments
over either Prime or Libor rates. In addition a 37.5 basis points
commitment fee is payable on the total amount of the unused
commitment. As of September 30, 2001, there were no outstanding
borrowings under the Credit Facility and the available borrowings
were $14.5 million. The Company is in compliance with all of its
debt covenants under the Credit Facility.
(6) AMENDMENT TO THE LONG-TERM INCENTIVE PLAN FOR EMPLOYEES AND
DIRECTORS
The Company amended its Long-Term Incentive Plan (the "Plan")
effective April 1, 2001 to eliminate features that required
variable accounting treatment. As a result of the amendment, the
Company no longer accounts for any portion of the Plan as a
variable plan.
(7) LITIGATION
Certain claims, suits and complaints arising in the ordinary
course of business have been filed or are pending against the
Company. In the opinion of management, the results of all such
matters will not have a material adverse effect on the Company's
financial position, results of operations or liquidity.
7
(8) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 133, Accounting
for Derivative Instruments and Hedging Activities," establishes
accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other
contracts and for hedging activities. The Company adopted the
statement effective January 1, 2001. The adoption of SFAS No. 133
did not have a significant impact on the financial position or
results of operations of the Company because the Company does not
have derivative instruments.
In July 2001, the FASB issued Statement No. 142, Goodwill and
Other Intangible Assets, which will require that goodwill and
intangible assets with indefinite useful lives no longer be
amortized, but instead tested for impairment at least annually in
accordance with the provisions of Statement No. 142. The Company is
required to adopt the provisions of Statement No. 142 effective
January 1, 2002.
At September 30, 2001, the Company has unamortized goodwill in
the amount of $26,461,000, which will be subject to the transition
provisions of Statement No. 142. Amortization expense related to
goodwill was $552,000 and $549,000 for the nine-month periods ended
September 30, 2001 and 2000, respectively. Because of the extensive
effort needed to comply with adopting statement No. 142, it is not
practicable to reasonably estimate the impact of adopting this
statement on the Company's financial statements at the date of this
report, including whether it will be required to recognize any
transitional impairment losses as the cumulative effect of a change
in accounting principle.
In October 2001, the FASB issued Statement No. 144, Accounting
for the Impairment of Long-Lived Assets. This Statement, which
supersedes Statement No. 121, Accounting for the Impairment of
Long-Lived assets and Long-Lived Assets to be Disposed Of, provides
a single accounting model for long-lived assets to be disposed of.
Although retaining many of the fundamental recognition and
measurement provisions of Statement No. 121, the Statement
significantly changes the criteria that would have to be met to
classify an asset as held-for-sale. This distinction is important
because assets held-for-sale are stated at lower of their fair
values or carrying amounts and depreciation is no longer
recognized. The provisions of this Statement are effective for
financial statements issued for fiscal years beginning after
December 15, 2001. The Company has not yet determined the impact
that Statement No. 144 will have on its consolidated financial
position, results of operations or cash flows.
8
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of
Anthony & Sylvan Pools Corporation and subsidiaries:
We have reviewed the accompanying condensed consolidated balance sheet of
Anthony & Sylvan Pools Corporation and subsidiaries (the "Company") as of
September 30, 2001, and the related condensed consolidated statements of
operations and cash flows for the three-month and nine-month periods ended
September 30, 2001. These condensed consolidated financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial
statements referred to above for them to be in conformity with accounting
principles generally accepted in the United States of America.
The financial statements for the year ended December 31, 2000, were audited
by other accountants and they expressed an unqualified opinion on them in
their report dated March 28, 2001, but they have not performed any auditing
procedures since that date.
KPMG LLP
October 25, 2001
9
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED WITH
THREE MONTHS ENDED SEPTEMBER 30, 2000
Revenue of $57.1 million for the three-months ended September 30, 2001 decreased
9.6% from $63.2 million for the same period in 2000. The decrease was
attributable to a decline in unit production as a result of weaker demand
patterns and consumer confidence levels partially offset by increases in average
selling prices compared with a year earlier.
Gross profit decreased $2.3 million to $15.9 million in 2001 from $18.2 million
in 2000, partly as a result of the decrease in net sales. Gross profit, as a
percentage of sales for the three months, decreased from 28.7% of net sales to
27.8% as a result of spreading higher fixed construction expenses over a lower
revenue base.
Operating expenses, consisting of selling and administrative expenses, decreased
slightly from $13.4 million in 2000 to $13.2 million in 2001. As a percentage of
sales, operating expenses were higher at 23.1% in 2001 compared with 21.1% in
2000 as a result of the lower revenues.
The effective tax rate increased from 34.1% in 2000 to 37.3% in 2001 as a result
of the impact of non-cash deferred compensation, which is not included for tax
purposes, and higher effective state income taxes.
As a result of the above items, net income for the three-month period decreased
from $3.2 million in 2000 to $1.7 million in 2001. Net income per diluted share
decreased $0.37 per share to $0.39 in 2001. On a pro-forma basis, excluding the
impact of non-cash deferred compensation, net income and earnings per share for
the three-month period ended September 30, 2001 are the same as the reported
income and earnings per share, with net income decreasing 46.0% over last year's
pro-forma net income of $3.1 million, and diluted earnings per share decreasing
47.3% over pro-forma diluted earnings per share of $0.74 for the same period
last year.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED WITH
NINE MONTHS ENDED SEPTEMBER 30, 1999
Net sales of $151.9 million for the nine-months ended September 30, 2001
decreased 5.5% from $160.8 million for the same period in fiscal 2000. The
decrease was primarily attributable to a decrease in unit production partially
offset by increases in average selling prices.
Gross profit decreased $2.6 million to $42.5 million in 2001 from $45.1 million
in 2000 as a result of the decrease in net sales. Gross profit as a percentage
of sales for both periods was 28.0%.
Operating expenses, consisting of selling and administrative expenses increased
$0.4 million to $38.4 million in 2001 from $38.0 million in 2000. As a
percentage of sales, operating expenses increased from 23.6% in 2000 to 25.3% in
2001. The percentage of sales increase was attributable to a combination of the
reduction in sales and higher administrative expenses related to the costs
associated with improvements that have been made in the Company's
10
infrastructure and operating methods. Operating expenses in 2000 include $0.6
million of non-cash deferred compensation expense related to the Company's
long-term incentive plan compared with a credit of $0.6 million in 2001.
The effective tax rate decreased from 38.9% in 2000 to 31.6% in 2001, primarily
as a result of the decrease in non-cash deferred compensation related to the
Company's long-term incentive plan. This item is not included for tax purposes.
As a result of the above net income for the nine-month period decreased $1.6
million to $2.7 million in 2001. Net income per diluted share, decreased $0.41
per share to $0.62. On a pro-forma basis, excluding the impact of non-cash
deferred compensation, pro-forma net income of $2.1 million, or $0.49 per share
for the nine months ended September 30, 2001, compares with pro-forma net income
of $4.9 million, or $1.18 per share, for the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities was $12.8 million for the nine months ended
September 30, 2001 compared with $14.4 million in 2000. The decrease was
primarily attributable to lower net income. Cash used in investing activities
increased from $2.0 million in the prior year to $2.4 million in the current
year primarily as a result of the Company's investment in computers and related
software.
The excess of cash from operating activities over cash used in investing
activities of $10.3 million was used to acquire $2.3 million of treasury shares
under the Company's share buyback program, repay long-term debt of $1.3 million
and increase cash balances.
On August 10, 1999, the Company entered into a $35 million revolving credit
facility ("Credit Facility") with a group of banks. The Credit Facility, secured
by the assets of the Company, matures August 10, 2002 and may be extended in
one-year increments with the approval of the bank group. The Company's borrowing
capacity and interest rates under the Credit Facility are based on its
profitability and leverage. Interest is charged at increments over either Prime
or Libor rates. In addition, a 37.5 basis points commitment fee is payable on
the total amount of the unused commitment. As of September 30, 2001, there were
no outstanding borrowings under the Credit Facility and the available borrowings
were $14.5 million. The Company is in compliance with all of its debt covenants
under the Credit Facility.
The Company believes that existing cash and cash equivalents, internally
generated funds and funds available under its line of credit will be sufficient
to meet its needs.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is exposed to various market risks, including changes in pricing of
equipment, materials and contract labor, and interest rates. Market risk is the
potential loss arising from adverse changes in market rates and prices, such as
commodity prices and interest rates. The Company does not enter into financial
instruments to manage and reduce the impact of some of these risks. Further, the
Company does not enter into derivatives or other financial instruments for
trading or speculative purposes.
11
The Company is exposed to cash flow risk arising out of changes in interest
rates with respect to its long-term debt. Information with respect to the
Company's principal cash flows and interest rate calculations on long-term debt
at September 30, 2001 is included in the Unaudited Condensed Consolidated
Financial Statements.
The Company's financial results have been impacted by fluctuations in its stock
price, as a portion of the Company's Long-Term Incentive Plan was treated as a
variable versus a fixed stock option award plan. The plan was amended in April
2001, resulting in the Company no longer accounting for any portion of the plan
as a variable plan.
CYCLICALITY AND SEASONALITY
The Company believes that the swimming pool leisure industry is strongly
influenced by general economic conditions and consumer spending and as such
tends to experience periods of decline during economic downturns. Since the
majority of the Company's swimming pool installation purchases are financed,
pool sales are particularly sensitive to interest rate fluctuations and the
availability of credit. A sustained period of high interest rates could result
in declining sales, which could have a material adverse effect on The Company's
financial condition and results of operations.
Historically, approximately 70% of the Company's revenues have been generated in
the second and third quarters of the year, the peak season for swimming pool
installation and use. Conversely, the Company typically incurs net losses during
the first and fourth quarters of the year. Unseasonably cold weather or
extraordinary amounts of rainfall during the peak sales season can significantly
reduce pool purchases. In addition, unseasonably early or late warming trends
can increase or decrease the length of the swimming pool season, significantly
affecting sales and operating profit.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In July 2001, the FASB issued Statement No. 142, Goodwill and Other Intangible
Assets, which will require that goodwill and intangible assets with indefinite
useful lives no longer be amortized, but instead tested for impairment at least
annually in accordance with the provisions of Statement No. 142. The Company is
required to adopt the provisions of Statement No. 142 effective January 1, 2002.
At September 30, 2001, the Company has unamortized goodwill in the amount of
$26,461,000, which will be subject to the transition provisions of Statement No.
142. Amortization expense related to goodwill was $552,000 and $549,000 for the
nine-month periods ended September 30, 2001 and 2000, respectively. Because of
the extensive effort needed to comply with adopting statement No. 142, it is not
practicable to reasonably estimate the impact of adopting this statement on the
Company's financial statements at the date of this report, including whether it
will be required to recognize any transitional impairment losses as the
cumulative effect of a change in accounting principle.
In October 2001, the FASB issued Statement No. 144, Accounting for the
Impairment of Long-Lived Assets. This Statement, which supersedes Statement No.
121, Accounting for the Impairment of Long-Lived assets and Long-Lived Assets to
be Disposed Of, provides a single accounting model for long-lived assets to be
disposed of. Although retaining many of the fundamental recognition and
measurement provisions of Statement No. 121, the Statement significantly
12
changes the criteria that would have to be met to classify an asset as
held-for-sale. This distinction is important because assets held-for-sale are
stated at lower of their fair values or carrying amounts and depreciation is no
longer recognized. The provisions of this Statement are effective for financial
statements issued for fiscal years beginning after December 15, 2001. The
Company has not yet determined the impact that Statement No. 144 will have on
its consolidated financial position, results of operations or cash flows.
13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No change
ITEM 2. CHANGES IN SECURITIES
No change
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
14
SIGNATURE
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.
Anthony & Sylvan Pools Corporation
(Registrant)
/s/ Stuart D. Neidus
----------------------------------------
STUART D. NEIDUS
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ William J. Evanson
-----------------------------------------
WILLIAM J. EVANSON
Executive Vice President
and Chief Financial Officer
(Principal Accounting Officer)
Date: November 13, 2001
15